Attached files
file | filename |
---|---|
EXCEL - IDEA: XBRL DOCUMENT - CLEAN TRANSPORTATION GROUP, INC. | Financial_Report.xls |
EX-31.1 - EXHIBIT 31.1 - CLEAN TRANSPORTATION GROUP, INC. | exhibit31-1.htm |
EX-32.1 - EXHIBIT 32.1 - CLEAN TRANSPORTATION GROUP, INC. | exhibit32-1.htm |
UNITED STATES FORM 10-Q | |
(Mark One) | |
[X ] |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarter Ended September 30, 2011 | |
[ ] | 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 000-52206 |
CLEAN TRANSPORTATION GROUP,
INC.
(FORMERLY: QUINTANA GOLD RESOURCES CORP.)
(Exact name of
registrant as specified in its charter)
Utah | 73-1083773 |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) |
incorporation or organization) |
7810 Marchwood Place, Vancouver BC, Canada V5S 4A6
(Address of principal executive offices)
(604) 202-3212
(Registrants telephone number,
including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company
Large accelerated filer |
[ ] |
Accelerated filer |
[ ] |
Non-accelerated filer |
[ ] |
Smaller reporting company |
[X] |
(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 [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.
Class | Outstanding as of November 18, 2011 |
Common Stock, $0.001 par value | 26,117,767 |
TABLE OF CONTENTS | |||
Heading | Page | ||
PART I FINANCIAL INFORMATION | |||
Item | 1. | Financial Statements | 3 |
Item | 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 13 |
Item | 3. | Quantitative and Qualitative Disclosures about Market Risk | 16 |
Item | 4(T). | Controls and Procedures | 16 |
PART II OTHER INFORMATION | |||
Item | 1. | Legal Proceedings | 17 |
Item | 1A. | Risk Factors | 17 |
Item | 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 17 |
Item | 3. | Defaults upon Senior Securities | 17 |
Item | 4. | Submission of Matters to a Vote of Securities Holders | 17 |
Item | 5. | Other Information | 17 |
Item | 6. | Exhibits | 17 |
Signatures | 18 |
2
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine months ended September 30, 2011 are not necessarily indicative of the results that can be expected for the year ending December 31, 2011.
CLEAN TRANSPORTATION GROUP, INC.
(formerly Quintana
Gold Resources Corp.)
Financial Statements
September 30, 2011
CONTENTS | |
Consolidated Balance Sheets | 4 |
Consolidated Statement of Operations | 5 |
Consolidated Statement of Stockholders Equity (Deficit) | 6 |
Consolidated Statement of Cash Flows | 10 |
Notes to the Financial Statements | 12 |
3
CLEAN TRANSPORTATION GROUP, INC. | ||||||
(formerly QUINTANA GOLD RESOURCES CORP.) | ||||||
Consolidated Balance Sheets | ||||||
ASSETS | ||||||
September 30 | ||||||
2011 | December 31, | |||||
(unaudited) | 2010 | |||||
CURRENT ASSETS | ||||||
Cash | $ | 10,515 | $ | 401 | ||
Accounts receivable | 43,695 | - | ||||
Loans receivable | 2,600 | - | ||||
Inventory | 111,821 | - | ||||
Prepaid expenses and deposits | 250,730 | 730 | ||||
Total Current Assets | 419,361 | 1,131 | ||||
PROPERTY AND EQUIPMENT, net | - | - | ||||
DEPOSITS | 4,763 | - | ||||
GOODWILL | 608,724 | - | ||||
TOTAL ASSETS | $ | 1,032,848 | $ | 1,131 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||
CURRENT LIABILITIES | ||||||
Bank loan | $ | 49,700 | $ | - | ||
Accounts payable | 179,823 | 73,802 | ||||
Accrued liabilities | - | - | ||||
Note payable | 500,000 | - | ||||
Due to related parties | 85,659 | 75,242 | ||||
Total Current Liabilities | 815,182 | 149,044 | ||||
Total Liabilities | 815,182 | 149,044 | ||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||
Preferred stock, $0.001 par value, 20,000,000 shares | ||||||
authorized; no shares outstanding | - | - | ||||
Common stock, $0.001 par value, 200,000,000 shares | ||||||
authorized; 26,117,767 and 25,990,868 shares issued and outstanding, | ||||||
respectively | 26,118 | 25,991 | ||||
Additional paid-in capital | 1,352,537 | 569,112 | ||||
Accumulated deficit | (1,160,989 | ) | (743,016 | ) | ||
Total Stockholders' Equity (Deficit) | 217,666 | (147,913 | ) | |||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ | 1,032,848 | $ | 1,131 |
The accompanying notes are an integral part of these financial statements
4
CLEAN TRANSPORTATION GROUP, INC.
(formerly QUINTANA
GOLD RESOURCES CORP.)
Consolidated Statement of
Operations
(unaudited)
For the 9 Months Ended | For the 3 Months Ended | |||||||||||
|
September 30, | September 30, | ||||||||||
|
2011 | 2010 | 2011 | 2010 | ||||||||
SALES |
$ | 198,145 | $ | - | $ | 148,340 | $ | - | ||||
COST OF SALES |
138,114 | - | 103,020 | - | ||||||||
|
60,031 | - | 45,320 | - | ||||||||
OPERATING EXPENSES |
||||||||||||
General and administrative |
472,895 | 42,738 | 250,775 | 16,425 | ||||||||
Total Operating Expenses |
472,895 | 42,738 | 250,775 | 16,425 | ||||||||
LOSS FROM OPERATIONS |
(412,864 | ) | (42,738 | ) | (205,455 | ) | (16,425 | ) | ||||
OTHER INCOME (EXPENSES) |
||||||||||||
Interest expense |
(5,109 | ) | (3,004 | ) | (2,056 | ) | (1,360 | ) | ||||
Total Other Income (Expenses) |
(5,109 | ) | (3,004 | ) | (2,056 | ) | (1,360 | ) | ||||
NET LOSS |
$ | (417,973 | ) | $ | (45,742 | ) | $ | (207,511 | ) | $ | (17,785 | ) |
BASIC LOSS PER SHARE |
$ | (0.02 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) |
WEIGHTED AVERAGE SHARES OUTSTANDING |
25,984,978 | 25,990,868 | 25,979,152 | 25,990,868 |
The accompanying notes are an integral part of these financial statements
5
CLEAN TRANSPORTATION
GROUP, INC. (formerly Quintana Gold Resources Corp.) Consolidated Statement of Stockholders' Equity (Deficit) | |||||||||||||||
Total | |||||||||||||||
Additional | Stockholders' | ||||||||||||||
Common Stock | Paid-in | Accumulated | Equity | ||||||||||||
|
Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||
Balance, December 31, 2010 |
25,990,868 | $ | 25,991 | $ | 569,112 | $ | (743,016 | ) | $ | (147,913 | ) | ||||
Interest expense contributed related to related party payables (unaudited) |
- | - | 5,109 | - | 5,109 | ||||||||||
Common stock issued for business acquisition at $0.10 per share (unaudited) |
2,500,000 | 2,500 | 247,500 | - | 250,000 | ||||||||||
Common stock issued for debt conversion at $0.10 per share (unaudited) |
284,434 | 284 | 28,159 | - | 28,443 | ||||||||||
Common stock issued for services at $0.10 per share (unaudited) |
5,000,000 | 5,000 | 495,000 | - | 500,000 | ||||||||||
Contribution of shares back to treasury (unaudited) |
(7,657,535 | ) | (7,657 | ) | 7,657 | - | - | ||||||||
Net loss for the period ended September 30, 2011 (unaudited) |
- | - | - | (417,973 | ) | (417,973 | ) | ||||||||
Balance, September 30, 2011 (unaudited) |
26,117,767 | $ | 26,118 | $ | 1,352,537 | $ | (1,160,989 | ) | $ | 217,666 |
The accompanying notes are an integral part of these financial statements.
6
CLEAN TRANSPORTATION GROUP,
INC. (formerly Quintana Gold Resources Corp.) Consolidated Statement of Cash Flows (unaudited) |
||||||
For the 9 Months Ended | ||||||
|
September 30, | |||||
|
2011 | 2010 | ||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||
|
||||||
Net loss |
$ | (417,973 | ) | $ | (45,742 | ) |
Adjustments to reconcile net loss to net cash used by operating activities |
||||||
Contributed capital for interest |
5,108 | 3,004 | ||||
Stock for services |
500,000 | - | ||||
Change in operating assets and liabilities |
||||||
(Increase) decrease in accounts receivable |
(43,695 | ) | - | |||
(Increase) decrease in prepaid expenses and deposits |
(254,763 | ) | - | |||
(Increase) decrease in loans receivable |
(2,600 | ) | - | |||
(Increase) decrease in inventory |
(111,821 | ) | - | |||
Increase (decrease) in accounts payable |
265,713 | 8,090 | ||||
Increase (decrease) in income taxes payable |
- | - | ||||
Increase (decrease) in accrued liabilities |
59,728 | - | ||||
|
||||||
Net Cash Provided (Used) by Operating Activities |
(303 | ) | (34,648 | ) | ||
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
- | - | ||||
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||
|
||||||
Advances from related parties |
85,659 | 34,233 | ||||
Payment on loans |
(75,242 | ) | - | |||
Net stock offering proceeds |
- | - | ||||
|
||||||
Net Cash Provided (Used) by Financing Activities |
10,417 | 34,233 | ||||
|
||||||
INCREASE (DECREASE) IN CASH |
10,114 | (415 | ) | |||
|
||||||
CASH AT BEGINNING OF PERIOD |
401 | 624 | ||||
|
||||||
CASH AT END OF PERIOD |
$ | 10,515 | $ | 209 | ||
|
||||||
SUPPLEMENTAL CASH FLOW INFORMATION: |
||||||
|
||||||
CASH PAID FOR: |
||||||
Taxes |
$ | - | $ | - | ||
Interest |
$ | - | $ | - | ||
|
||||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES |
||||||
|
||||||
Stock issued in retirement of debt |
$ | 28,443 | $ | - |
The accompanying notes are an integral part of these financial statements.
7
CLEAN TRANSPORTATION GROUP, INC.
(formerly QUINTANA
GOLD RESOURCES CORP.)
Notes to Financial Statements
September 30,
2011
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
CLEAN TRANSPORTATION GROUP, INC. (the Company) was organized August 23, 1978 under the laws of the State of Utah as Price Card & Gift, Inc. On June 27, 2008, the Company changed its name to Quintana Gold Resources Corp. and on April 18, 2011 the Company amended its articles of incorporation changing the name to CLEAN TRANSPORTATION GROUP, INC.
On May 30, 2011, the Company acquired 100% of the issued and outstanding shares of Engine Clean Solutions Inc. (Engine Clean), a private California company with active revenue generating operations based in California. Accordingly, the Company is no longer considered to be in the development stage.
The accompanying interim unaudited condensed financial statements have been prepared in accordance with accounting principals generally accepted in the United States for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. For further information, refer to the financial statements for the year ended December 31, 2010 and the notes thereto included in the Companys Annual Report.
b. Accounting Method
The financial statements are prepared using the accrual method of accounting. The Company has elected a calendar year end.
c. Consolidation
The accompanying consolidated financial statements include the Company as of and for the three and nine months ended September 30, 2011, and its wholly owned subsidiary, Engine Clean, as of September 30, 2011 and from the date of acquisition (May 30, 2011) through September 30, 2011.
d. 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.
e. Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of six months or less when purchased to be cash equivalents.
8
CLEAN TRANSPORTATION GROUP, INC.
(formerly QUINTANA
GOLD RESOURCES CORP.)
Notes to Financial Statements
September 30,
2011
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
f. Financial Instruments
The carrying values of cash, accounts receivable, accounts payable, promissory notes payable and due to related parties approximate fair value because of the short-term nature of these instruments. Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
g. Inventory
Inventory, which consists of finished goods, is valued at the lower of cost and net realizable value using the first in first out (FIFO) method.
h. Intangible Assets and
Amortization
The Company has adopted SFAS No. 142 "Goodwill and Other Intangible Assets", which requires that goodwill not be amortized, but that goodwill and other intangible assets be tested annually for impairment. Intangible assets with a finite life will be amortized over the estimated useful life of the asset. The Company's operational policy for the assessment and measurement of any impairment in the intangible assets, which primarily relates to contract-based intangibles such as license agreements and extensions, is to evaluate annually, the recoverability and remaining life of its intangible assets to determine the fair value of these assets.
i. Revenue Recognition
The Company receives revenues from the sale of fuel cleaning systems. The Company recognizes revenues when persuasive evidence of an arrangement exists, the product is delivered and collection is reasonably assured. A one-year warranty is provided by the Company on all its products.
j. Income Taxes
The Company accounts for income tax using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
k. Basic and Diluted Loss per
Share
Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed in the same way as basic loss per common share except that the denominator is increased to include the number of additional common shares that would be outstanding if all potential common shares had been issued and if the additional common shares were dilutive.
9
CLEAN TRANSPORTATION GROUP, INC.
(formerly QUINTANA
GOLD RESOURCES CORP.)
Notes to Financial Statements
September 30,
2011
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
l. Recently Issued Accounting
Pronouncements
In January 2010, the FASB issued
Accounting Standards Update (ASU) No. 2010-06, Improving Disclosures about Fair
Value Measurements, which amends the ASC Topic 820, Fair Value Measurements and
Disclosures. ASU No. 2010-06 amends the ASC to require disclosure of transfers
into and out of Level 1 and Level 2 fair value measurements, and also requires
more detailed disclosure about the activity within Level 3 fair value
measurements. The new disclosures and clarifications of existing disclosures are
effective for interim and annual reporting periods beginning after December 15,
2009, except for the disclosures concerning purchases, sales, issuances, and
settlements in the roll forward of activity in Level 3 fair value measurements.
Those disclosures are effective for fiscal years beginning after December 15,
2010, and for interim periods within those fiscal years. The adoption of this
amendment is not expected to have a material effect of the Companys financial
statements.
NOTE 2 - RELATED PARTY TRANSACTIONS
The Company makes use of office space and management services controlled by a related party. These services are non-contractual and are on an as-used basis. The Company also, from time to time, has some of its expenses paid by related parties with the intent to repay. In 2010, the Company incurred $75,242 debt for such expenses. These types of transactions, from time to time, result in related party balances on the Companys books as a necessary part of funding the Companys operations. At September 30, 2011, the Company owed related parties $85,659 for expenses which were paid on behalf of the Company.
NOTE 3 - GOING CONCERN
The Company's consolidated financial statements are prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has sustained recurring losses, has accumulated deficit and a deficit in working capital. This raises substantial doubt about the Companys ability to continue as a going concern. Management intends to seek additional acquisitions in the transportation industry and obtain debt and equity financing. There is no assurance the Company will be successful in these efforts.
NOTE 4 - CONTRIBUTED CAPITAL FOR EXPENSES
During the nine months ended September 30, 2011, interest on payables to a related party was accrued. As there is no expectation for this interest to ever have to be paid, the amount is being recorded as contributed capital for expenses and recorded as Additional Paid-in Capital. During the nine months ended September 30, 2011, the company recorded $5,109 of interest as contributed capital.
NOTE 5 ACQUISITION OF SUBSIDIARY
Effective May 30, 2011, the Company closed on the acquisition of Engine Clean Solutions, Inc., a private California corporation (Engine Clean) by which Engine Clean became our wholly owned subsidiary. Following the closing of the acquisition, we have become engaged in the business of Engine Clean. The acquisition transaction has not been considered a change in control with the shareholders of the Company retaining 90% interest in the consolidated entity upon the completion of the transaction.
10
CLEAN TRANSPORTATION GROUP, INC.
(formerly QUINTANA
GOLD RESOURCES CORP.)
Notes to Financial Statements
September 30,
2011
Under the terms of the Acquisition Agreement, we acquired 100% of the issued and outstanding capital stock of Engine Clean, held by two stockholders, in exchange for 2,500,000 shares of the Companys authorized, but previously unissued common stock, and $500,000 in cash. The cash portion is to be paid subsequently from funds raised by the Company pursuant to a private placement of securities or by other financings. The cash payment is evidenced by a promissory note in the amount of $500,000 payable as follows: (i) $300,000 to be paid 45 days after the first day the Companys shares are traded on the OTC Bulletin Board (OTCBB), or an equivalent trading medium, such cash funds to be utilized in retiring Engine Clean related party liabilities (ii) $100,000 to be paid six months after the first day the Companys shares are traded on the OTCBB; and (iii) $100,000 to be paid twelve months after the first day the Companys shares are traded on the OTCBB.
The Company has agreed to use its best efforts to seek funding in order to satisfy the promissory note prior to the closing of the Acquisition Agreement. However, at the closing, the promissory note had not yet been satisfied and there can be no assurance that the funds will be raised. The Company intends to continue to seek the necessary funds following the closing.
The following contains a summary of unaudited financial information for Engine Clean Solutions, Inc. for the four month period ending September 30, 2011, as well as pro forma unaudited financial information for the nine month periods ending on September 30, 2011 and 2010.
4 Months | 9Months | 9 Months | |||||||
Ended | Ended | Ended | |||||||
Sept. 30, 2011 | Sept. 30, 2011 | Sept. 30, 2010 | |||||||
(Unaudited) | (Pro forma Unaudited) | ||||||||
Sales | $ | 198,145 | $ | 400,680 | $ | 721,179 | |||
Cost of Sales | 138,114 | 250,483 | 399,202 | ||||||
Gross Profit | 60,031 | 150,197 | 321,977 | ||||||
General & Administrative Costs | 123,959 | 199,997 | 202,040 | ||||||
Income (Loss) from | |||||||||
Operations | $ | (63,928 | ) | $ | (49,800 | ) | $ | 119,936 |
NOTE 6 INVENTORY
At September 30, 2011 inventories are comprised of finished goods totaling $111,821.
NOTE 7 INCOME TAXES
The Company has losses for tax purposes totaling $1,160,989 which may be applied against future taxable income. These losses begin to expire in 2031. The potential tax benefit arising from these losses has not been recorded in the consolidated financial statements. The Company evaluates its valuation allowance requirements on an annual basis based on projected future operations. When circumstances change and this causes a change in managements judgment about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current operations.
11
CLEAN TRANSPORTATION GROUP, INC.
(formerly QUINTANA
GOLD RESOURCES CORP.)
Notes to Financial Statements
September 30,
2011
NOTE 8 SUBSEQUENT EVENTS
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and notes that there are no subsequent events that require disclosure
(The remainder of this page is intentionally left blank)
12
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-Q.
As used in this quarterly report the terms "we", "us", "our", CTGI and our company refer to CLEAN TRANSPORTATION GROUP, INC., unless otherwise indicated. All dollar amounts in this report are in U.S. dollars unless otherwise stated.
On May 30, 2011, the Company closed on the acquisition of Engine Clean Solutions, Inc., a private California corporation (Engine Clean) by which Engine Clean became our wholly owned subsidiary.
By acquiring Engine Clean we have become engaged in the business of offering a full line of automotive maintenance service products to engine manufacturers, distributors, dealers and service centers in the United States and elsewhere. Engine Clean specializes in systems for enhanced cleaning of automotive and truck engines, drive trains, cooling and fuel systems.
Engine Clean, founded in 1990, is based in Los Angeles, California and manufactures service equipment to improve the fuel efficiency, performance, service life, safety, and environmental impact of gasoline and diesel engines. Engine Cleans customers are diesel engine OEM vendors, manufacturers selling chemicals and equipment to the global automotive aftermarket, and commercial transport fleets. Its staff has in the aggregate over 50 years of experience in the automotive arena.
Engine Clean maintains its principal offices at 5112 Heintz Street, Baldwin Park, California, 91706-1819 and its telephone number is (626) 814-3969. Engine Clean maintains a website that can be accessed at www.engineclean.com and www.enginecleansales.com
Engine Clean employs a Diesel Fuel Tool connected to an engine with fuel system specific adapters. While the engine is idling, a mixture of cleaning solution and diesel fuel is circulated through the fuel system. This includes the fuel pump, injectors, fuel rails, valves, rings and combustion chamber surfaces. The cleaning solution loosens carbon and other contaminants that are then removed by the Tools 5-micron filter or expelled through the exhaust. This treatment improves engine performance, drivability and fuel economy. Modern diesel engines are particularly well suited for this treatment, as they use expensive fuel injectors prone to failure with buildup of the contaminants found in diesel fuel. Engine Cleans target market is medium to heavy-duty trucks.
Engine Clean offers an array of products as outlined below:
The Fuel Tool
Cleans entire fuel intake system,
including:
-
Air Plenum
-
Throttle Body
-
Air Bypass Valve
-
Ports
-
Injectors
-
Valves
-
Combustion Chambers
-
Oxygen Sensors
-
Catalytic Converters
The Oil Tool
-
Purges old oil from engine using shop air
-
Injects clean oil into oil galleys preventing dry starts
-
Eliminates Oil Carryover during oil changes
The Diesel Fuel Tool
Cleans the entire fuel and combustion system including:
-
Lines
-
Injector Pump
-
Fuel Injectors
-
Removes Carbon, Gums and Varnish
-
Restores Throttle Response
-
Restores Fuel Efficiency
13
Cleaning Solutions
-
Fuel system cleaner
-
Diesel fuel system cleaner
-
Oil system cleaner
Fluid Services
-
Coolant system service
-
Power steering service
-
Differential Service
-
Brake Bleeder Service
-
Diesel EGR Service
Diesel Fuel Tank Cleaning Machine
-
Fuel Storage Tank Cleaning Machine
-
Vehicle Fuel Tank Cleaning Machine
Engine Cleans overall strategy is to first identify targeted OEM manufacturer clients, establish corporate relationships that lead to distributors/dealers, and then implement roll-out plans to the distributors service location base. Engine Clean targets OEM manufacturers that have a significant network of service locations for their products. Engine Clean offers adapters that enable its tools to fit a wide range of vehicles. Management believes that this creates the opportunity for service locations to offer a high-margin service that has positive impacts on the environment.
Target Market
Management estimates that in the United States, there are approximately 250 million vehicles in operation, with about 16 million new vehicles being sold every year (source: www.nada.org; www.bts.gov We further estimate that there are between three and five million medium to heavy-duty trucks in operation in the United States, which are our target markets.
Sales and Marketing
Our sales and marketing strategy will consist of several elements. First, we intend to present Engine Clean technology to potential target companies at industry conferences and trade shows. We intend to focus on companies and customers referred to us by independent agents. We also intend to maintain a high public profile through announcements, press releases and advertising.
Trademarks and Copyrights
Engine Clean does not own trademarks or copyrights at this time.
Markets and Competition
Engine Clean operates in a highly competitive marketplace. Its principal competitors include SPX Corporation, Wynns Oil, BG Products, Moc Products, Justice Brothers, Bardahl, Kenvo, RTI(Bosch), Motorvac(UView), Flow Dynamics, Granitize, and AEC. Most of its competitors are larger and better financed than Engine Clean and there is no assurance that we can successfully compete with these businesses.
Technical Expertise
Certain Engine Clean customers require specialized adapters for their engines and engine subsystems or their fluid products. Engine Clean has its own machine shop to design, prototype and manufacture custom adapters as needed.
Employees
Engine Clean presently has 5 full time employees, three part-time employees and one consultant. It is anticipated that during the next 12 months, Engine Clean will add approximately 3 new employees for product assembly. Engine Clean employees are not members of any union, nor have they entered into any collective bargaining agreements, nor is it anticipated in the near future. It is believed that Engine Cleans relationship with its employees is good.
14
Facilities
Engine Clean maintains its principal offices at 5112 Heintz Street, Baldwin Park, California 91706. The 3 buildings rented by Engine Clean comprise approximately 7,500 square feet for its machine shop, product assembly, shipping and adapter manufacturing, and storage. The facility has approximately 500 square feet of office space. The buildings are rented from the original founder of Engine Clean The Flynn Family Trust. Rental payments are $4,500 per month.
Results of Operations
The operating results and cash flows are presented for the nine months ended September 30, 2011 and September 30, 2010 and for the three months ended September 30, 2011 and September 30, 2010.
For the nine months ended September 30, 2011, we had total revenue of $198,145, compared to Nil for the nine months ended September 30, 2010, an increase of $198,145 from our sales of products.
For the nine months ended September 30, 2011, we had total operating expenses of $472,896, compared to $42,738 for the nine months ended September 30, 2010, an increase of $430,158.
The net loss for the nine months ended September 30, 2011 was $417,973 compared to $45,742 for the nine months ended September 30, 2010, an increase of $372,241.
For the three months ended September 30, 2011, we had total revenue of $148,340, compared to Nil for the three months ended September 30, 2010, an increase of $148,340 from our sales of products.
For the three months ended September 30, 2011, we had total operating expenses of $250,775, compared to $16,425 for the three months ended September 30, 2010, an increase of $234,350.
The net loss for the three months ended September 30, 2011 was $207,511 compared to $17,785 for the three months ended September 30, 2010, an increase of $189,726.
Liquidity and Capital Resources
Expenses incurred during 2010 and a portion of the expenses incurred in the first nine months of 2011, were paid by a stockholder. Because the company has no cash reserves, we may need to rely on stockholders to pay some expenses until the company becomes profitable.
Inflation
In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.
Off-balance Sheet Arrangements
We have no off-balance sheet arrangements.
Net Operating Loss
We have accumulated approximately $1,160,989 of net operating loss carry forwards as of September 30, 2011. Some of this loss carried forward may be offset against future taxable income from the year 2012 through 2031. The use of these losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. In the event of certain changes in control, there will be an annual limitation on the amount of net operating loss carryforwards that can be used. No tax benefit has been reported in the financial statements for the year ended December 31, 2010 or the nine months ended September 30, 2011 because it has been fully offset by a valuation reserve.
15
Plan of Operations
The Company recently completed a significant acquisition that is reflected in the accompanying financial statements. The Company is actively pursuing a business model that was changed and expanded in connection with the acquisition of assets. Therefore the significance of these recent acquisitions includes certain factors which represent risks and also require accentuation and explanation.
The current operations of the Company consist of providing equipment and consumables to providers of engine servicing. The Company is focused on providing its products and services to companies in the trucking, automotive and other transportation sectors. The Company intends to grow organically from the expansion of offerings and services to customers, most of whom were acquired as relationships from the acquisitions as well as the acquisition of new business relationships as part of its acquisition strategy.
The financial statements that form part of this quarterly report include recently acquired assets. The Company has limited operating history with these assets, with management and with the implementation of controls. There can be no assurance that the assets will continue to perform in the manner and to the degree indicated by the financial results reported for the recently completed second quarter.
Forward-Looking and Cautionary Statements
This report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements may relate to such matters as anticipated financial performance, future revenues or earnings, business prospects, projected ventures, new products and services, anticipated market performance and similar matters.
When used in this report, the words "may," "will," expect," anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, operating results, and financial position. We caution readers that a variety of factors could cause our actual results to differ materially from the anticipated results or other matters expressed in forward-looking statements. These risks and uncertainties, many of which are beyond our control, include:
-
the sufficiency of existing capital resources and the ability to raise additional capital to fund cash requirements for future operations;
-
uncertainties following any successful acquisition or merger related to the future rate of growth of the acquired business and acceptance of its products and/or services;
-
volatility of the stock market, particularly within the technology sector; and
-
general economic conditions.
Although we believe the expectations reflected in these forward-looking statements are reasonable, such expectations cannot guarantee future results, levels of activity, performance or achievements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
This item is not required for a smaller reporting company.
Item 4(T). Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and principal accounting officer, to allow timely decisions regarding required disclosures.
As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our management, including our principal executive officer and principal accounting officer, have concluded that, as of September 30, 2011, our disclosure controls and procedures were effective.
16
Changes in Internal Control Over Financial Reporting. Management has evaluated whether any change in our internal control over financial reporting occurred during the third quarter of fiscal 2011. Based on its evaluation, management, including the chief executive officer and principal accounting officer, has concluded that there has been no change in our internal control over financial reporting during the third quarter of fiscal 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
There are no material pending legal proceedings to which we are a party or to which any of our property is subject and, to the best of our knowledge, no such actions against us are contemplated or threatened.
Item 1A. Risk Factors
This item is not required for a smaller reporting company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
This Item is not applicable.
Item 3. Defaults Upon Senior Securities
This Item is not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
This Item is not applicable.
Item 5. Other Information
This Item is not applicable.
Item 6. Exhibits
Exhibit 31.1 | ||
Exhibit 32.1 |
17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CLEAN TRANSPORTATION GROUP, INC. | |
Date: November 21, 2011 | By: /S/ DENNIS DOS SANTOS |
Dennis Dos Santos | |
Chief Executive Officer and | |
Acting Principal Accounting Officer |
18
COVER LETTER
LEONARD E. NEILSON | 8160 SOUTH HIGHLAND DRIVE, SUITE 104 |
ATTORNEY AT LAW | SANDY, UTAH 84093 |
TELEPHONE: (801) 733-0800 | |
FAX: (801) 733-0808 | |
E-MAIL: LNEILSONLAW@AOL.COM | |
November 21, 2011 |
Securities and Exchange Commission
Office of Document
Control
100 F Street NE
Washington, D.C. 20549
VIA: EDGAR
Re: | CLEAN TRANSPORTATION GROUP, INC. |
File No. 000-52206 | |
Form 10-Q (for the period ended September 30, 2011) |
To Whom It May Concern:
Please find herewith transmitted by EDGAR, the Form 10-Q filed on behalf of CLEAN TRANSPORTATION GROUP, INC. for the quarter ended September 30, 2011.
Please direct all correspondences concerning this filing and CLEAN TRANSPORTATION GROUP, INC. to this office.
Yours truly,
Leonard E. Neilson