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EX-31.1 - CERTIFICATION - RVPlus Inc.f10k2012ex31i_rvplus.htm
EX-32.1 - CERTIFICATION - RVPlus Inc.f10k2012ex32i_rvplus.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
(Mark One)
 
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended April 30, 2012

or
 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ___________to ___________

Commission File No. 333-168768

RVPLUS, INC.
(Exact name of registrant as specified in its charter)
 
DELAWARE
 
27-1986126
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
     
100 Congress Avenue
   
Austin, Texas
 
 78701
(Address of principal executive offices)
 
(Zip Code)
 
(512) 650 1020 (Registrant’s telephone number, including area code)
 
Securities registered under Section 12(b) of the Exchange Act:
 
Title of each class:
Name of each exchange on which registered:
None
 None
 
Securities registered under Section 12(g) of the Exchange Act:
 
Common Stock, 200,000,000shares, par value $0.0001 per share.
(Title of class)
 
 
 

 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No x
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x    No 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 (§232.405 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference Part III of this Form 10-K or any amendment to this Form 10-K.  x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
o
Accelerated filer
o
       
Non-accelerated filer
o
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 Act). Yes x No o
 
State the aggregate market value of the voting and non-voting common equity held non-affiliates: none. 

As of August 9, 2012, the registrant had 89,380,000 shares of common stock issued and outstanding.

Documents Incorporated by Reference: None.

 
 

 
 
TABLE OF CONTENTS
 
   
PAGE
 
PART I
 
1
5
5
5
5
5
     
 
PART II
 
6
6
7
10
F-1 to F-14
11
11
12
     
 
PART III
 
12
14
15
16
16
     
 
PART IV
 
17
     
18
 
 
 

 
 
PART I
 
ITEM 1. BUSINESS
 
We were incorporated under the laws of the state of Delaware on January 29, 2010. Our offices are located in Taylorsville, Utah. Our plan of business is to raise capital to enable us to develop, test, and manufacture products related to the recreational vehicle industry. At this point in time we are not certain if we will be able to raise or generate sufficient funds to continue with development and testing. Our success depends on our ability to raise additional financing. We have targeted patents as a possibility only and have no definitive plans to patent any products at this time. Initially, we are going to focus on three products that we designed: the Auto Brake; the Air Brake Safety Lock; and Jack Pads. We can begin developing these products if and when we receive sufficient funding.

We plan to sell RV products made by other manufacturers through our planned website. We are presently evaluating which products we will ultimately sell on our online website and who our suppliers will be. At this time, we have not chosen any specific suppliers or products made by other manufacturers to sell through our planned website. Although we have not yet identified specific products, we plan to carry RV accessories for RV storage, cleaning, cooking, and maintenance. We have allocated extra storage space for possible inventory and intend to have inventory on hand to reduce shipping and handling which will lead to the ultimate goal of a lower price to our customers to help drive sales. There is inherent risk associated with selling third-party products. Accordingly, we will only target suppliers who offer extensive warranties. The marketing of products made by other manufacturers is not part of our current business plan and could only be accomplished if we can raise additional capital over and above what we need to execute this business plan so we could afford to stock a larger amount of inventory.
 
Our plan of business is to raise capital to further develop, test, manufacture, possibly patent and market a number of products related to the recreational vehicle industry including: Class “A” diesel motor homes, travel trailers and fifth wheels. Initially we are going to focus on three products that we have designed that are ready to develop when and if the company receives funding: the Auto Brake, Air Brake Safety Lock and Jack Pads. We do not have any patents pending at this time and do not currently know when we will be in a position to apply for a patent. We plan to sell RV products made by other manufacturers through our planned website located at www.rvplusonline.com. The marketing of other products made by other manufacturers is not part of our business plan and could only be accomplished if we can raise additional capital over and above what we need to execute this business plan so we could afford to stock a larger amount of inventory. Please note that we do not currently have any inventory for our products and products of other manufacturers.
 
We do not have enough capital at this time to commence business operations or to plan a time frame for future operations. We do not have additional financing arranged at this time and cannot begin to develop a plan for future operations unless we receives additional financing.  In addition, we currently do not have a detailed plan to become operational and through to revenue generation.  As soon as we have the financial resources to proceed with our business plan we intend to create a more detailed plan but at this time we do not have the resources to provide such a plan to our shareholders.
 
We currently have no full-time employees and two part-time of employees who serve as our management team. Currently, our two part-time employees, also our directors and executive officers, devote approximately 10-20 hours per week to the company and will continue to dedicate that amount of time until such a time when they deem it is necessary to contribute more.
 
 
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Our Products

Our Auto Brake was designed to be installed on motorhomes that have an auxiliary brake.  An auxiliary brake operates via a manual switch that activates either an exhaust brake or an engine brake.  An exhaust brake works by causing a restriction in the exhaust much like the intake throttle causes in a gasoline engine. An intake throttle is mechanism by which the flow of a fluid is managed by constriction or obstruction. An engine's power can be increased or decreased by the restriction of inlet gases (i.e. by the use of a throttle), but usually decreased. Nearly all exhaust brakes have what are called “butterfly valves” that are mounted after the turbocharger. A butterfly valve is a valve which can be used for isolating or regulating flow. The closing mechanism takes the form of a disk. Butterfly valves are generally favored because they are lower in cost to other valve designs as well as being lighter in weight, meaning less support is required. The disc is positioned in the center of the pipe, passing through the disc is a rod connected to an actuator on the outside of the valve. Rotating the actuator turns the disc either parallel or perpendicular to the flow. Unlike a ball valve, the disc is present within the flow; therefore, a pressure drop is induced in the flow, regardless of valve position. A turbocharger is a gas compressor that is used for forced induction of an internal combustion engine. An engine brake or compression brake is used on large diesel trucks and on large diesel motorhomes. An engine brake works by opening the exhaust valves at the top of the compression stroke, releasing the compressed air and then immediately closing the valves to create a vacuum in the cylinder which provides immense amounts of braking force.

Current auxiliary brake designs require that the brake be switched on manually. There is typically a high and a low setting. The high setting would be used to slow down from higher rates of speed where the low setting would be used to go from slow to slower. An auxiliary brake can extend the life of the wheel brakes and also greatly reduces stopping distance. The problem is that auxiliary brakes are not used as much as they should be and are not often used in an emergency stop as the driver is usually focused on the brake pedal and the steering wheel. Our Auto Brake allows the driver to turn on the auxiliary brake which will allow the auxiliary brake to operate every time the brake pedal is depressed. Auto Brake will extend the life of the brakes and assist with stopping quicker in an emergency situation.

The Auto Brake will not require an RV owner to modify their existing auxiliary brake in any way. It will be installed after their factory manual auxiliary brake switch. No matter if the Auto Brake is on or off, the existing switch and braking system will work. The factory auxiliary braking system will not know if it was deployed by the factory switch or if it was deployed by Auto Brake. Our concept is to take the power supply and the signal from the ECM that is on route to the factory installed auxiliary brake switch and divert them through the Auto Brake control box. Auto Brake has four wires from its brain that need to be wired to the chassis. Most novice mechanics will be able to install an Auto Brake themselves by following a wiring diagram. The Auto Brake control box is 2.5" by 2.5" by 1" thick.

Motorhome manufacturers build their motorhomes using different chassis. Most diesel motorhomes are built using either a Spartan or Freightliner chassis. We will initially design and manufacture our Auto Brake to be compatible with these two chassis brands. At a later date we will decide what other chassis brands we should design and manufacture the Auto Brake for. We have yet to fully test the Auto Brake and will need to raise capital to prove the Auto Brake’s design.

Each Auto Brake will be delivered with a diagram showing the wiring schematics for the chassis of the customer’s RV. There are four wires for the Auto Brake: two red, one purple and one black. Below is a sample of instructions detailing installation:

1) Locate the 12 volt wire feeding the power to the factory installed auxiliary brake switch. Cut the wire. Splice one of the red wires from the Auto Brake control box with the power wire that you cut. Splice the other red wire from the Auto Brake control box with the other cut end.
 
2) Locate the brake light switch. The brake light switch is usually located under the driver’s side dash area. Connect the purple wire from the Auto Brake control box with the power wire for the brake light switch.
 
3) Connect the black wire (the ground) to any good ground location.

We intend to buy the parts to manufacture each Auto Brake in the US. We intend to manufacturer the Auto Brake at a location in Salt Lake City, Utah. The only part of the Auto Brake that will need to be custom fabricated is the main box or the “brain.” We will paint each box at our facility and label it with our sticker with our name and logo.

The Recreation Vehicle Industry Association (“RVIA”) is a national trade association representing recreational vehicle (“RV”) manufacturers and their component parts suppliers who together build more than ninety-eight (98%) percent of the RVs produced in the US. The RVIA estimated that there were 14,900 new motorhomes delivered in the US in 2008. Our Auto Brake will work with and be beneficial to more than half of those motorhomes, or 7,450 motorhomes. This does not include the thousands of motorhomes that are already on the road that could utilize an Auto Brake.
 
We intend to initially retail the Auto Brake for $179.95. Preliminary research for production and costs show that we will be able to manufacture the Auto Brake locally. The main box or “brain” of the Auto Brake will require custom fabrication. Based on non-firm conversations with local sheet metal fabricators it is believed we can have the main box manufactured locally for $26 (estimate is based on 1,000 boxes in order to maximize profit margin due to the discount in price per unit on larger orders). Additional costs would include paint (inclusive of labor and materials): $3, wiring: $3, solder: $1, RVPlus sticker: $1.20, packaging: $2.25 and labor: $20. Total production costs would be approximately $56.45 allowing for a profit of $123.50 per unit. We are not aware of any competition for our Auto Brake in the marketplace today.
 
Our Air Brake Safety Lock is designed to prevent the parking brake on a vehicle with air brakes from being disengaged accidently which could cause a motorhome to roll away with potentially disastrous consequences. A spring parking brake works by pulling up or out to activate and push in to de-activate. Our Air Brake Safety Lock would hold the release in an outward position by filling the space and preventing disengagement by accident, by a pet, children etc. This product could also be used by semi truck drivers, fire trucks, school buses and city buses, as they all use either a 7/8" stem or a 1 and 1/4" stem.

Most motorhomes with air brakes have the spring parking brake release located on the driver’s side control panel. Some are located on the dash. They are designed to be easily activated and de-activated, and are within reach of the driver. Most motorhomes that require air brakes weigh in excess of 30,000lbs and the spring brake parking brake is the only brake that is holding the motorhome stationary when parked.

Our Air Brake Safety Lock is made from plastic with a metal spring device that wraps around the base of the spring brake release that prevents it from being pressed down and releasing the parking brake accidently. Each Air Brake Safety Lock will weigh approximately 100 grams and will be approximately 7/8" or 1-1/4" long by 2.5" wide at its widest point. It is applied or removed by squeezing a spring together.
 
 
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We believe that we can manufacture this product inexpensively, as it is small and simple design. We plan to have the Air Brake Safety Lock manufactured in China and shipped to the United States to reduce costs. We have no firm quotes, but have spoken to potential manufacturers for this product that are based in China and believe that we can have this product manufactured inexpensively. Preliminary estimates to manufacture our Air Brake Safety Lock range depending on the quantity that we order. If we order 10,000 we anticipate the cost would be approximately $1.75 each. If we were to order 50,000 or more we anticipate the cost would be $1.25 each. Based on ordering 10,000 units per order the cost of shipping from Shanghai, China to Salt Lake City, UT would be $2,700 (quote provided by COSCO Logistics (Americas), Inc. We will initially retail each unit for $14.95.

Our Jack Pads are rubber pads that are placed on the ground under the stabilizing jacks of an RV. Jack Pads are a necessary tool to prevent an RV’s stabilizing jacks from sinking into soft soils, sand or punching through asphalt. Jack Pads also offer increased stability. For years, many RV owners were used wood as pads to lower their leveling jacks on. Wood pads are known to crack, rot, they are heavy, difficult to store and cause splinters from handling. We designed leveling jack pads made from recycled tires and plastics which will offer a sturdier, lighter weight option. Industrial trucks with stabilizers have been using a similar design for years. Other companies manufacture and sell RV jack pads made from similar materials as our Jack Pads. We want to improve the design in several ways including adding a rope handle that can be used to carry the Jack Pads with and pull them from underneath the RV’s stabilizing jacks with an awning rod so RV owners do not have to bend down to pick them up. We would also like to offer attractive color choices and market them in a strong polyester storage bag.

We believe the materials that we are focused on could provide enough strength while being only one inch thick. The dimensions will be 12" by 12" by 1" thick. In storage, all four Jack Pads could take up less space than just one jack pad made from wood. We would like to have our RV Jack Pads manufactured in China to reduce production costs. Our jack pads would be manufactured from recycled materials and have been proven by industrial applications for many years.
 
There are many competitors that have designed and are currently marketing jack pads similar to our Jack Pads. We believe that we can manufacture them inexpensively and could encourage customers who have purchased our other products to purchase them as an add-on to their order. We plan to focus on a pay-per-click ad campaign on internet RV chat forums for exposure. We estimate that we will sell our Jack Pad for $89.95 per set. We have no firm quotes, but have spoken to the same manufacturers we spoke to regarding manufacturing of the Air Brake Safety Lock. We anticipate we could have 10,000 Jack Pads manufactured in China for $6.15 each. A shipping quote provided by COSCO Logistics, (Americas), Inc. was $3,800 for a total cost of $6.50 each. We will initially retail the Jack Pads for $89.95.
 
We are aware that there are many competitors for this product in the marketplace today. Some of these competitors are well established companies that are recognized in the industry and have a loyal following customer base that trusts the products that they sell. However, we believe that we can sell our products with competitive pricing and aggressive marketing/advertising.

Marketing Strategy

We believe that the proper marketing of our products is critical to our success. We plan to take a hands-on, proactive approach to marketing our products. Initially, we will have a limited advertising budget. If we fail to create sufficient customer orders from our limited budget, we could be in danger of going out of business or be in need of immediate additional financing.
 
As previously stated, the domain for the website will be “rvplusonline.com.” Hosting for the website will be obtained through an online provider, such as bluehost.com or godaddy.com for a monthly fee not to exceed $100 per month. An investment of $100 a month will ensure a designated server to allow quick page load times and all server-related support, including the backup of files and one-on-one customer support.   
 
 
3

 
 
The design of the website will be free from clutter with clear headers directing the consumer to the type of product for purchase. The template for the site can be found at http://www.litecommerce.com/store/main (“LiteCommerce”). Changes will be made to the color, images, and product selection but the site design will be similar. An employee of RVPlus may be able to accomplish the simple changes mentioned above without any training or additional cost. If the customization desired is not available, a web consultant, paid an hourly wage not to exceed thirty dollars ($30), per hour, will be hired to make the changes ($30 has been found to be reasonable after contacting various website consultants). If we do hire a web design professional for help with our website, the time spent on the changes above will not exceed 20 hours for a total cost not to exceed $600.
 
The implementation of e-commerce will be achieved through free software provided by LiteCommerce. The software that drives e-commerce is readily available and free. In order to implement a website nearly identical to LiteCommerce, the only requirement is the purchase of LiteCommerce software and the purchase of SSL certificates. The purchase of LiteCommerce will provide all required software and virtual shopping cart technology required to have a fully operative e-commerce presence. SSL certificates are required for secure customer purchases. The total cost for the LiteCommerce software and the appropriate SSL certificate will not exceed $750.
 
Pay-per-click advertising is widely available through major providers such as Google. For search engine optimization, RVPlus will choose the words and phrases to be associated with our banners and advertisements so that when a person searches for something via an internet search engine such as Google, our ad would appear on the results page. For instance, a Google search of “RV jack pads” could be associated with our ads so that our banner would appear on the search results page. The cost for the campaign is flexible. We can to choose the cost for each click (the higher the cost the better placement of our banners and ads e.g. $.01-$.10), and we have the option to set a maximum daily amount, such as $100. RVPlus is only charged each time a person clicks an ad and visits our site. The initial pay-per-click advertising budget will be set $250 per month at $.10 per click (this would potentially send 2,500 people to our site for a reasonable cost) and will be adjusted appropriately in later months.
 
We are working on the design of an industry-related logo which is memorable and will be displayed on all of our products. We will place ads in the RV classified section of related trade papers and magazines. We have registered the domain name “rvplusonline.com.” We intend to build an e-commerce website designed to sell our products directly to the end-user. We plan to implement a link exchange program with other recreational vehicle websites. We will initiate a pay-per-click advertising campaign focused primarily on recreational vehicle online chat forums. We believe that our advertising campaign could be our best source for attracting customers to our website.
 
We also have plans to do road shows where we will visit as many new and used RV dealers as possible to introduce our products to dealers across the United States. We would like to showcase our products in the parts department of as many RV dealers as possible. We may alter our advertising strategy based on the results we receive from trying different strategies.
 
 
4

 
 
Employees

We currently have one full-time employee and six  part-time employees who serve as our management team. Currently, our one full-time employee, also our Chairman for Board of Directors and the Chief Executive Officer, devotes approximately 80 to 90 hours per week and the part time employees, devotes 10 to 20 hours per week to the company and will continue to dedicate that amount of time until such a time when they deem it is necessary to contribute more.

Recent Development

Stock Purchase Agreement

On May 4, 2012, the “Company and Christopher M. Day, the Company’s Chief Executive Officer and Director (the “Seller”) signed a purchase agreement (the “Stock Purchase Agreement”) with KPD Partners LLC (the “Purchaser”), whereby the Purchaser purchased 5,000,000 shares of the Company’s common stock, representing 53.3% of the issued and outstanding common shares of the Company, for $300,000 (the “Purchase Price”) The Purchase Price was transferred to the Sellers on May 4, 2012 (the “Closing Date”).

Licensing Agreement

On May 4, 2012, the Company entered into a Licensing Agreement with DBS Distributors, Inc., ECCO2 Corp. (“ECCO2”), and Cary Lee Peterson (DBS Distributors, ECCO2, and Cary Lee Peterson collectively referred to as “the Licensor”), whereby the Company acquired a license to use certain trademarks and websites owned by ECCO2 (the “Licensing Agreement”). The Licensing Agreement shall remain in effect for as long as the Company continuously uses the license and complies with the terms of the Licensing Agreement.

As consideration for the license, the Company has agreed to issue the Licensor eighty million (80,000,000) shares of common stock, as well as a warrant entitling the Licensor to purchase up to eight million (8,000,000) shares of a yet to be designated series of preferred stock, at an exercise price of $0.25 per share. In addition, the Licensor reserves the right to demand a royalty payment of three percent (3%) on all net profits from product and service sales relating to the license, with such payment to be made quarterly by method of cash, common stock, and/or stock options from Licensee.

Plan for Change of Business Operation

In connection with the Share Purchase Agreement and Licensing Agreement, the Company plans to cease its operation of manufacturing of RV parts and change its business to manufacturing and distributing energy efficient transportation and facilities products in the second half of 2012. The Company also plans to change its name from RVPLUS, Inc, to ECCO2 Tech to reflect the plan for change of its operation.

ITEM 1A. RISK FACTORS
 
Not applicable because we are a smaller reporting company.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES
 
Our principal executive office is located at 100 Congress Avenue, Suite 2000, Austin, Texas 78701, and our telephone number is (512) 650-1020. The property at this location is a shared office space leased by the Company at monthly base rental expenses of $400 and any additional fee for extra space upon request.
 
ITEM 3. LEGAL PROCEEDINGS
 
To the best of our knowledge, there is no material pending legal proceeding to which we are a party or of which any of our property is the subject.
 
ITEM 4. MINE SAFETY MEASURES.

Not Applicable.
 
 
5

 
 
PART II
 
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
Market Information

Our common stock is thinly traded on the OTC Bulletin Board system under the symbol “RVPL” since February 9, 2011.   There is a very limited trading market for our Common Stock. The range of high and low closing prices for the period from February 9, 2011 to April 30, 2012 is not available because we had extremely limited trading during the covered period. The only trading occurred during the covered period is i) 20,000 shares traded at $0.25 per share on April 12, 2011, ii) 10,000 shares traded at $0.50 per share on June 18, 2012, iii) 27,950 shares traded at $0.25 per share on July 31, 2012, and iv) 15,000 shares traded at $0.05 per share on August 7, 2012.  The source of this information is OTC Bulletin Board website.  This quotation reflects inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
 
The market price of our common stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market, and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our common stock, regardless of our actual or projected performance.

Holders

As of August 9, 2012, there were approximately 24 holders of record of our common stock. This does not reflect the number of persons or entities who held stock in nominee or street name through various brokerage firms.

Dividends

To date, we have not declared or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock.

Equity Compensation Plan Information
 
As of the date of filing, we have no equity compensation plans under which the Company’s equity securities are authorized for issuance.

ITEM 6. SELECTED FINANCIAL DATA
 
Not applicable because we are a smaller reporting company.
 
 
6

 
 
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.
 
Limited Operating History

We are a development stage company with very limited operating history and we have not generated any revenue since inception. We have generated no independent financial history and have not previously demonstrated that we will be able to expand our business. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.

Recent Development

Stock Purchase Agreement

On May 4, 2012, the “Company and Christopher M. Day, the Company’s Chief Executive Officer and Director (the “Seller”) signed a purchase agreement (the “Stock Purchase Agreement”) with KPD Partners LLC (the “Purchaser”), whereby the Purchaser purchased 5,000,000 shares of the Company’s common stock, representing 53.3% of the issued and outstanding common shares of the Company, for $300,000 (the “Purchase Price”) The Purchase Price was transferred to the Sellers on May 4, 2012 (the “Closing Date”).

Licensing Agreement

On May 4, 2012, the Company entered into a Licensing Agreement with DBS Distributors, Inc., ECCO2 Corp. (“ECCO2”), and Cary Lee Peterson (DBS Distributors, ECCO2, and Cary Lee Peterson collectively referred to as “the Licensor”), whereby the Company acquired a license to use certain trademarks and websites owned by ECCO2 (the “Licensing Agreement”). The Licensing Agreement shall remain in effect for as long as the Company continuously uses the license and complies with the terms of the Licensing Agreement.

As consideration for the license, the Company has agreed to issue the Licensor eighty million (80,000,000) shares of common stock, as well as a warrant entitling the Licensor to purchase up to eight million (8,000,000) shares of a yet to be designated series of preferred stock, at an exercise price of $0.25 per share. In addition, the Licensor reserves the right to demand a royalty payment of three percent (3%) on all net profits from product and service sales relating to the license, with such payment to be made quarterly by method of cash, common stock, and/or stock options from Licensee.

Plan for Change of Business Operation

In connection with the Share Purchase Agreement and Licensing Agreement, the Company plans to cease its operation of manufacturing of RV parts and change its business to manufacturing and distributing energy efficient transportation and facilities products in the second half of 2012. The Company also plans to change its name from RVPLUS, Inc, to ECCO2 Tech to reflect the plan for change of its operation.

Results of Operations

We have not generated any revenue since inception. We have already incurred significant net losses of $81,057 for the period from inception to April 30, 2012. We anticipate continuing to incur losses in the foreseeable future.
 
Fiscal Year Ended April 30, 2012 and 2011

For the fiscal year ended April 30, 2012 and 2011, we did not generate any revenue. Total operating expenses for the fiscal year ended April 30, 2012 and 2011 is $21,365 and $57,876, which results in a net loss of $21,365 and $57,876, respectively.  Our operating expenses the fiscal year ended April 30, 2012 consisted of $18,358 in professional fees, $2,107 in related party professional fees, and $900 for general and administrative expenses. Our operating expenses for the fiscal year ended April 30, 2011 consisted of $55,192 in professional fees, $1,699 in related party professional fees, and $985 for general and administrative expenses.

For the Period from Inception (January 29, 2010) through April 30, 2012

For the Period from Inception (January 29, 2010) through April 30, 2012, we did not generate any revenue. Total operating expenses for the period is $81,057, which results in a net loss of $81,057. Our operating expenses for the period consisted of $74,800 in professional fees, $3,806 in related party professional fees, and $2,451 for general and administrative expenses.
 
 
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Capital Resources and Liquidity

As of April 30, 2012 we had $1,313 cash on hand.

Based upon the above, we believe that we have enough cash to support our daily operations while we are attempting to commence operations and produce revenues. However, if we are unable to satisfy our cash requirements we may be unable to proceed with our plan of operations. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we will suspend or cease operations.

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements, financings, or other relationships with unconsolidated entities known as ‘‘Special Purposes Entities.’’
 
Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the amounts of revenues and expenses. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. In preparing the financial statements, we utilized available information, including our past history, industry standards and the current economic environment, among other factors, in forming our estimates and judgments, giving appropriate consideration to materiality. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to other companies in our industry. We believe that of our significant accounting policies, the following may involve a higher degree of judgment and estimation, or are fundamentally important to our business.

Revenue Recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured.
 
Income taxes
 
The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

 
8

 
 
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

Net loss per common share
 
Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period.
 
Recently Issued Accounting Pronouncements
 
FASB Accounting Standards Update No. 2011-05
 
In June 2011, the FASB issued the FASB Accounting Standards Update No. 2011-05 “Comprehensive Income” (“ASU 2011-05”), which was the result of a joint project with the IASB and amends the guidance in ASC 220, Comprehensive Income, by eliminating the option to present components of other comprehensive income (OCI) in the statement of stockholders’ equity. Instead, the new guidance now gives entities the option to present all non-owner changes in stockholders’ equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements. Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the amendments require entities to present all reclassification adjustments from OCI to net income on the face of the statement of comprehensive income.
 
The amendments in this Update should be applied retrospectively and are effective for public entity for fiscal years, and interim periods within those years, beginning after December 15, 2011.
 
FASB Accounting Standards Update No. 2011-08
 
In September 2011, the FASB issued the FASB Accounting Standards Update No. 2011-08 “Intangibles—Goodwill and Other: Testing Goodwill for Impairment” (“ASU 2011-08”). This Update is to simplify how public and nonpublic entities test goodwill for impairment. The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. Under the amendments in this Update, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount.
 
The guidance is effective for interim and annual periods beginning on or after December 15, 2011. Early adoption is permitted.
 
 
9

 
 
FASB Accounting Standards Update No. 2011-10
 
In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-10 “Property, Plant and Equipment: Derecognition of in Substance Real Estate-a Scope Clarification” (“ASU 2011-09”). This Update is to resolve the diversity in practice as to how financial statements have been reflecting circumstances when parent company reporting entities cease to have controlling financial interests in subsidiaries that are in substance real estate, where the situation arises as a result of default on nonrecourse debt of the subsidiaries.
 
The amended guidance is effective for annual reporting periods ending after June 15, 2012 for public entities. Early adoption is permitted.
 
FASB Accounting Standards Update No. 2011-11
 
In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS.
 
The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.
 
FASB Accounting Standards Update No. 2011-12
 
In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-12 “Comprehensive Income:  Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05” (“ASU 2011-12”). This Update is a deferral of the effective date pertaining to reclassification adjustments out of accumulated other comprehensive income in ASU 2011-05. FASB is to going to reassess the costs and benefits of those provisions in ASU 2011-05 related to reclassifications out of accumulated other comprehensive income. Due to the time required to properly make such a reassessment and to evaluate alternative presentation formats, the FASB decided that it is necessary to reinstate the requirements for the presentation of reclassifications out of accumulated other comprehensive income that were in place before the issuance of Update 2011-05.
 
All other requirements in Update 2011-05 are not affected by this Update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011.
 
Other Recently Issued, but Not Yet Effective Accounting Pronouncements
 
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOUSURES ABOUT MARKET RISK
 
Not applicable because we are a smaller reporting company.
 
 
10

 
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
RVPLUS INC.

(A Development Stage Company)

April 30, 2012 and 2011

Index to Financial Statements
 
Contents Page(s)
   
Report of Independent Registered Public Accounting Firm F-2
   
Balance Sheets at April 30, 2012 and 2011  F-3
   
Statements of Operations for the Fiscal Year Ended April 30, 2012 and 2011 and for the Period from January 29, 2010 (Inception) through April 30, 2012  F-4
   
Statement of Stockholders’ Equity (Deficit) for the Period from January 29, 2010 (Inception) through April 30, 2012  F-5
   
Statements of Cash Flows for the Fiscal Year Ended April 30, 2012 and 2011 and for the Period from January 29, 2010 (Inception) through April 30, 2012  F-6
   
Notes to the Financial Statements  F-7
 
 
F-1

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
RVPLUS INC.
(A Development Stage Company)
Salt Lake City, Utah

We have audited the accompanying balance sheets of RVPLUS INC., a development stage company, (the “Company”) as of April 30, 2012 and 2011 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the fiscal years then ended, and for the period from January 29, 2010 (inception) through April 30, 2012.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of April 30, 2012 and 2011 and the results of its operations and its cash flows for the fiscal years then ended, and for the period from January 29, 2010 (inception) through April 30, 2012 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company had a deficit accumulated during the development stage at April 30, 2012 and had a net loss and net cash used in operating activities for the fiscal year then ended, with no revenues earned since inception.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regards to these matters are also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Li & Company, PC
Li & Company, PC
 
Skillman, New Jersey
August 13, 2012
 
 
 
F-2

 
 
RVPLUS INC.
 
( A Development Stage Company)
 
Balance Sheets
 
             
             
   
April 30, 2012
   
April 30, 2011
 
             
             
 ASSETS
           
 CURRENT ASSETS:
           
 Cash
  $ 1,313     $ 12,757  
                 
 Total Current Assets
    1,313       12,757  
                 
 Total Assets
  $ 1,313     $ 12,757  
                 
 LIABILITIES AND STOCKHOLDERS' DEFICIT
               
 CURRENT LIABILITIES:
               
 Accrued expenses
  $ 32,460     $ 28,049  
                 
 Total Current Liabilities
    32,460       28,049  
                 
 STOCKHOLDERS' DEFICIT:
               
 Preferred stock: $0.0001 par value; 100,000,000 shares authorized;
               
 none issued or outstanding
    -       -  
                 
 Common stock: $0.0001 par value; 200,000,000 shares authorized;
               
 9,380,000 shares issued and outstanding
    938       938  
 Additional paid-in capital
    48,972       43,462  
 Deficit accumulated during the development stage
    (81,057 )     (59,692 )
                 
 Total Stockholders' Deficit
    (31,147 )     (15,292 )
                 
 Total Liabilities and Stockholders' Deficit
  $ 1,313     $ 12,757  
 
See accompanying notes to the financial statements
 
 
F-3

 
 
RVPLUS INC.
 
( A Development Stage Company)
 
Statements of Operations
 
                   
                   
               
For the Period from
 
   
For the Fiscal Year
   
For the Fiscal Year
   
January 29, 2010
 
   
Ended
   
Ended
   
(inception) through
 
   
April 30, 2012
   
April 30, 2011
   
April 30, 2012
 
                   
                   
 OPERATING EXPENSES:
                 
 Professional fees
  $ 18,358     $ 55,192     $ 74,800  
 Professional fees - related party
    2,107       1,699       3,806  
 General and administrative expenses
    900       985       2,451  
                         
 Total operating expenses
    21,365       57,876       81,057  
                         
 LOSS BEFORE INCOME TAXES
    (21,365 )     (57,876 )     (81,057 )
                         
 INCOME TAX PROVISION
    -       -       -  
                         
 NET LOSS
  $ (21,365 )   $ (57,876 )   $ (81,057 )
                         
                         
 NET LOSS PER COMMON SHARE
                       
  - BASIC AND DILUTED:
  $ (0.00 )   $ (0.01 )        
                         
 Weighted average common shares outstanding
                       
  - basic and diluted
    9,380,000       9,340,544          
 
See accompanying notes to the financial statements
 
 
F-4

 
 
RVPLUS INC.
 
( A Development Stage Company)
 
Statement of Stockholders' Equity (Deficit)
 
For the Period from January 29, 2010 (Inception) through April 30, 2012
 
   
                               
                     
Deficit
       
   
Common Stock, $0.0001 Par Value
   
Additional
   
Accumulated
   
Total
 
   
Number of
         
Paid-in
   
during the
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
Development Stage
   
Equity (Deficit)
 
                               
 Balance, January 29, 2010 (Inception)
    -     $ -     $ -     $ -     $ -  
                                         
 Issuance of common shares for incorporation
                                       
 expenses at $0.0001 per share upon formation
    5,000,000       500                       500  
                                         
 Issuance of common shares for cash at $0.01 per
                                       
 share on April 20, 2010
    4,200,000       420       41,580               42,000  
                                         
 Capital contribution
                    100               100  
                                         
 Net loss
                            (1,816 )     (1,816 )
                                         
 Balance, April 30, 2010
    9,200,000       920       41,680       (1,816 )     40,784  
                                         
 Issuance of common shares for cash at $0.01 per
                                       
 share on July 19, 2010
    180,000       18       1,782               1,800  
                                         
 Net loss
                            (57,876 )     (57,876 )
                                         
 Balance, April 30, 2011
    9,380,000       938       43,462       (59,692 )     (15,292 )
                                         
 Capital contribution
                    5,510               5,510  
                                         
 Net loss
                            (21,365 )     (21,365 )
                                         
 Balance, April 30, 2012
    9,380,000     $ 938     $ 48,972     $ (81,057 )   $ (31,147 )
 
See accompanying notes to the financial statements
 
 
F-5

 
 
RVPLUS INC.
 
( A Development Stage Company)
 
Statements of Cash Flows
 
   
                   
               
For the Period from
 
   
For the Fiscal Year
   
For the Fiscal Year
   
January 29, 2010
 
   
Ended
   
Ended
   
(inception) through
 
   
April 30, 2012
   
April 30, 2011
   
April 30, 2012
 
                   
                   
 CASH FLOWS FROM OPERATING ACTIVITIES:
                 
 Net loss
  $ (21,365 )   $ (57,876 )   $ (81,057 )
                         
 Adjustments to reconcile net loss to net cash used in operating activities
                       
 Common shares issued for incorporating expenses
    -       -       500  
 Changes in operating assets and liabilities:
                       
 Accrued expenses
    4,411       26,799       32,460  
                         
 NET CASH USED IN OPERATING ACTIVITIES
    (16,954 )     (31,077 )     (48,097 )
                         
 CASH FLOWS FROM FINANCING ACTIVITIES:
                       
 Proceeds from sale of common stock
    -       1,800       43,800  
 Capital contribution
    5,510       -       5,610  
                         
 NET CASH PROVIDED BY FINANCING ACTIVITIES
    5,510       1,800       49,410  
                         
 NET CHANGE IN CASH
    (11,444 )     (29,277 )     1,313  
                         
 Cash at beginning of period
    12,757       42,034       -  
                         
 Cash at end of period
  $ 1,313     $ 12,757     $ 1,313  
                         
 SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
                       
 Interest paid
  $ -     $ -     $ -  
 Income tax paid
  $ -     $ -     $ -  
 
See accompanying notes to the financial statements
 
 
F-6

 
 
RVPLUS INC.
(A Development Stage Company)
April 30, 2012 and 2011
Notes to the Financial Statements
 
 
Note 1 - Organization

RVPLUS, INC.

RVPLUS INC. (the “Company”) was incorporated on January 29, 2010 under the laws of the State of Delaware. Initial operations have included organization and incorporation, target market identification, marketing plans, and capital formation. A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace. The Company plans to develop, manufacture and market products related to the recreational vehicle industry.

Change in Control

On May 4, 2012, a Stock Purchase Agreement (the “SPA”) by the Company’s then chief executive officer and Director Christopher M. Day, the Company and KPD Partners LLC (the “KPD”) was executed and a closing was held under the SPA.  Pursuant to the SPA (i) KPD purchased an aggregate of 5,000,000 shares of the Company’s common stock, representing 53.3% of the issued and outstanding common shares of the Company, for $300,000 (ii) Christopher M. Day submitted to the Company a resignation letter pursuant to which he resigned from his positions as the Company’s President, CEO, CFO and director of the company; Jeff Lynd submitted to the Company a resignation letter pursuant to which he resigned from his positions as the company’s treasurer and secretary; and (iii) the Company’s Board of Directors (the “Board”) appointed Cary Lee Peterson to serve as the chief executive officer and as the sole director, as well as appointed James Bledsoe to serve as the chief operating officer, effective immediately at the closing of the SPA.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Development Stage Company

The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 as well as the reported amount of revenues and expenses during the reporting period.

The Company’s significant estimates and assumptions include the fair value of financial instruments; income tax rate, income tax provision and valuation allowance of deferred tax assets; and the assumption that the Company is a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
 
 
F-7

 
 
Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from these estimates.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1
 
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
     
Level 2
 
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
     
Level 3
 
Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

It is not, however, practical to determine the fair value of advances from stockholders, if any, due to their related party nature.

Fiscal Year End

The Company elected April 30 as its fiscal year end upon its formation.

Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
 
 
F-8

 
 
Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitment and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Revenue Recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Income Tax Provision

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.
 
 
F-9

 
 
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.
 
Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the fiscal year ended April 30, 2012 or 2011.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

There were no potentially dilutive shares outstanding for the fiscal year ended April 30, 2012 or 2011.

Cash Flows Reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.
 
 
F-10

 
 
Recently Issued Accounting Pronouncements

FASB Accounting Standards Update No. 2011-05

In June 2011, the FASB issued the FASB Accounting Standards Update No. 2011-05 “Comprehensive Income” (“ASU 2011-05”), which was the result of a joint project with the IASB and amends the guidance in ASC 220, Comprehensive Income, by eliminating the option to present components of other comprehensive income (OCI) in the statement of stockholders’ equity. Instead, the new guidance now gives entities the option to present all non-owner changes in stockholders’ equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements. Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the amendments require entities to present all reclassification adjustments from OCI to net income on the face of the statement of comprehensive income.

The amendments in this Update should be applied retrospectively and are effective for public entity for fiscal years, and interim periods within those years, beginning after December 15, 2011.

FASB Accounting Standards Update No. 2011-08

In September 2011, the FASB issued the FASB Accounting Standards Update No. 2011-08 “Intangibles—Goodwill and Other: Testing Goodwill for Impairment” (“ASU 2011-08”). This Update is to simplify how public and nonpublic entities test goodwill for impairment. The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. Under the amendments in this Update, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount.

The guidance is effective for interim and annual periods beginning on or after December 15, 2011. Early adoption is permitted.

FASB Accounting Standards Update No. 2011-10

In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-10 “Property, Plant and Equipment: Derecognition of in Substance Real Estate-a Scope Clarification” (“ASU 2011-09”). This Update is to resolve the diversity in practice as to how financial statements have been reflecting circumstances when parent company reporting entities cease to have controlling financial interests in subsidiaries that are in substance real estate, where the situation arises as a result of default on nonrecourse debt of the subsidiaries.

The amended guidance is effective for annual reporting periods ending after June 15, 2012 for public entities. Early adoption is permitted.

FASB Accounting Standards Update No. 2011-11

In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS.

The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.

FASB Accounting Standards Update No. 2011-12

In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-12 “Comprehensive Income:  Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05” (“ASU 2011-12”). This Update is a deferral of the effective date pertaining to reclassification adjustments out of accumulated other comprehensive income in ASU 2011-05. FASB is to going to reassess the costs and benefits of those provisions in ASU 2011-05 related to reclassifications out of accumulated other comprehensive income. Due to the time required to properly make such a reassessment and to evaluate alternative presentation formats, the FASB decided that it is necessary to reinstate the requirements for the presentation of reclassifications out of accumulated other comprehensive income that were in place before the issuance of Update 2011-05.

All other requirements in Update 2011-05 are not affected by this Update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011.
 
 
F-11

 
 
Other Recently Issued, but Not Yet Effective Accounting Pronouncements

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

Note 3 – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage at April 30, 2012, a net loss and net cash used in operating activities for the fiscal year then ended, with no revenues earned since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 - Stockholders’ Equity (Deficit)

Shares Authorized

Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is Three Hundred Million (300,000,000) shares of which One Hundred Million (100,000,000) shares shall be Preferred Stock, par value $0.0001 per share and Two Hundred Million (200,000,000) shares Common Stock, par value $0.0001 per share.

Common stock

The Company was incorporated on January 29, 2010 at which time 5,000,000 shares of common stock were issued to the Company’s founder at $0.0001 per share, or $500 for repayment of expenses associated with the incorporation of the Company.

On April 20, 2010, the Company sold 4,200,000 shares of its common stock in a private placement at $0.01 per share to 41 individuals for $42,000.

On July 19, 2010, the Company sold 180,000 shares of its common stock in a private placement at $0.01 per share to 6 individuals for $1,800.

Capital Contribution

In March 2010, the majority stockholder of the Company contributed $100 as additional paid-capital.

In October 2011, the majority stockholder of the Company contributed $3,010 as additional paid-capital.

In January 2012, the majority stockholder of the Company contributed $2,500 as additional paid-capital.
 
 
F-12

 
 
Note 5 – Related Party Transactions

Free Office Space

The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.

Stock Transfer Agent Services Provided By A Related Party

A related party provided stock transfer agent services to the Company whereby the president of the Company is an officer. The Company incurred expenses of $2,107 and $1,699 for the stock transfer agent services to the related party for the fiscal year ended April 30, 2012 and 2011, respectively.

Note 6 – Income Tax Provision

Deferred Tax Assets

At April 30, 2012, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $81,057 that may be offset against future taxable income through 2032. No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $27,559 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a full valuation allowance.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.  The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization.  The valuation allowance increased approximately $7,264 and $19,678 for the fiscal year ended April 30, 2012 and 2011, respectively.

Components of deferred tax assets at April 30, 2012 and 2011 are as follows:

   
April 30, 2012
   
April 30, 2011
 
                 
Net deferred tax assets – Non-current:
               
                 
Expected income tax benefit from NOL carry-forwards
 
$
27,559
   
$
20,295
 
                 
Less valuation allowance
   
(27,559
)
   
(20,295
)
                 
             
Deferred tax assets, net of valuation allowance
 
$
-
   
$
-
 

Income Tax Provision in the Statements Of Operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

   
For the Fiscal Year Ended April 30, 2012
   
For the Fiscal Year Ended April 30, 2011
 
Federal statutory income tax rate
   
34.0
%
   
34.0
%
                 
Change in valuation allowance on net operating loss carry-forwards
   
(34.0
)
   
(34.0
)
                 
Effective income tax rate
   
0.0
%
   
0.0
%

Note 7 – Subsequent Events

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that the certain reportable subsequent events needed to be disclosed as follows:
 
 
F-13

 

Entry into Stock Purchase Agreement

On May 4, 2012, the Company and Christopher M. Day, the Company’s then chief executive officer and director (the “seller”) signed a stock purchase agreement (the “SPA”) with KPD Partners LLC (the “Purchaser”), whereby the Purchaser purchased 5,000,000 shares of the Company’s common stock, representing 53.3% of the issued and outstanding common shares of the Company, for $300,000 (the “purchase price”).  The purchase price was transferred to the Sellers on May 4, 2012 (the “Closing Date”).

Entry into Licensing Agreement

On May 4, 2012, the Company entered into a Licensing Agreement with DBS Distributors, Inc., ECCO2 Corp. (“ECCO2”), and Cary Lee Peterson (DBS Distributors, ECCO2, and Cary Lee Peterson collectively referred to as “the Licensor”), whereby the Company acquired a license to use certain trademarks and websites owned by ECCO2 (the “Licensing Agreement”). The Licensing Agreement shall remain in effect for as long as the Company continuously uses the license and complies with the terms of the Licensing Agreement.

As consideration for the license, the Company has agreed to issue the Licensor eighty million (80,000,000) shares of common stock, as well as a warrant entitling the Licensor to purchase up to eight million (8,000,000) shares of a yet to be designated series of preferred stock, at an exercise price of $0.25 per share. In addition, the Licensor reserves the right to demand a royalty payment of three percent (3%) on all net profits from product and service sales relating to the license, with such payment to be made quarterly by method of cash, common stock, and/or stock options from Licensee.
 
 
F-14

 
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
We do not presently intend to change accountant. At no time have there been any disagreements with such accountants regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
 
ITEM 9A. CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures
 
Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report.  Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared.  Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were ineffective as of April 30, 2012 due to the material weakness identified below. 

Management's Annual Report on Internal Control over Financial Reporting.
 
As of April 30, 2012, management assessed the effectiveness of our internal control over financial reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.  Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in the United States of America and includes those policies and procedures that:

o  Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;

o  Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

o  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 statement.

In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework. Based on that evaluation, our Chief Executive Officer who also serves as our principal accounting officer, Mr. Peterson concluded that, during the period covered by this report, such internal controls and procedures were ineffective to detect the inappropriate application of US GAAP rules as more fully described below.

This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
 
 
11

 
 
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties consistent with control objectives; and (iii) ineffective controls over period end financial disclosure and reporting processes.  The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of April 30, 2012.
 
Management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
 
Our management has begun evaluating remedies to reduce these deficiencies. However, we will not be able to implement any remedial measures, such as appointing independent members on our board of directors, until we have sufficient fund to do so.

Changes in Internal Control over Financial Reporting
 
No change in our system of internal control over financial reporting occurred during the period covered by this report, fourth quarter of the fiscal year ended April 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
ITEM 9B. OTHER INFORMATION

None.
 
PART III
 
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
The following table sets forth the name and age of our officers and director. Our executive officer is elected annually by our Board of Director. Our executive officers hold their offices until they resign, are removed by the Board, or his successor is elected and qualified.  

Name
Age
Position
Cary Lee Peterson (1)
32
Chief Executive Officer and Director
James Bledsoe (5)
57
Chief Operating Officer

(1)  
On May 4, 2012 concurrently with the closing of the Stock Purchase Agreement, Cary Lee Peterson was appointed as our Chief Executive Officer and the sole director.
(2)  
On May 4, 2012 concurrently with the closing of the Stock Purchase Agreement, James Bledsoe was appointed as our Chief Operating Officer.

Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years:
 
 
12

 
 
Cary Lee Peterson, Chief Executive and Director

Mr. Peterson is formerly an account executive for the Star Tribune, a subsidiary of Cowles Media (acquired by McClatchy Publishing in 1999) and later worked as an account manager for Conseco Finance (2002). In 2003, Mr. Peterson worked as regional account manager for Unique Screen Media (a subsidiary of Cinedigm). Mr. Peterson has over ten years experience in financial services and business finance, working as a consultant and financial advisor for asset management, venture capital, investment banking, franchising, and private equity investments that specialized in wealth management, international banking, and asset protection. Cary attended MCTC and National American University, majoring in computer science and a minor in economics.

Mr. Peterson was nominated as a delegate for the United Nations Framework for Convention Climate Control (UNFCCC) in September 2010 and currently is a board director for the Center for Climate Change and Environmental Studies, an observer organization that is an affiliate partner of the United Nations Environment Programme, the United Nations Development Programme, United Nations Framework for Convention Climate Control, and the World Meteorological Organization.

Mr. Peterson is currently President-Chairman of the board for DBS Distributors, in addition to President-Chairman for ECCO2 Corp and ECCO2 Haiti Foundation, the not-for-profit sister companies of DBS Distributors that handles consulting, project development and fulfillment for carbon industries and economic development and is an admitted non-governmental organization for United Nations Department of Economic Social Affairs .

James (Jim) Bledsoe, Chief Operating Officer

Jim Bledsoe spent 20 years in progressively increasing roles at FedEx, starting as a part time hourly employee while in college and promoted through the ranks to managing director. In 1995, he was recruited to run one of the early pioneers in online commerce, Shoppers Express, a company that created the market for online ordering and delivery of groceries and pharmaceuticals.  Jim later worked as vice president of operations for the Mid- Atlantic regions, Pulte Homes, the US’s largest residential homebuilder ($8 billion in revenue, 38,000 homes per year). In addition to P&L, his responsibilities included strategic marketing, supply chain/leveraged purchasing, product development (architecture), business systems, process improvement and customer satisfaction. His involvement in architecting the company’s Top Gun and Homeowner for Life programs led to many markets taking top prize in the annual JD Power evaluations.  Since 2000, Jim has done consulting work, become COO of two companies, launching an innovative “green build” company, HercuBuild Incorporated. He has been chairman of the board for March of Dimes and has been actively involved in fund-raising committees for the ALS Association. Mr. Bledsoe coaches and mentors college students and professionals seeking career navigation. Jim graduated from Memphis State University with a bachelor’s degree in business administration, majoring in accounting.

Term of Office
 
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Mr. Peterson has been the sole director since the Stock Purchase Agreement and will remain in office until the next annual meeting of our stockholders (or until a successor has been duly elected and qualified) or until he is removed in accordance with our bylaws. There are no agreements or understandings between Mr. Peterson and any other person pursuant to which Mr. Peterson was selected as a director or executive officer.

Family Relationships

There are no family relationships between our director and executive officer.

Involvement in Legal Proceedings

To our knowledge, there have been no material legal proceedings that would require disclosure under the federal securities laws that are material to an evaluation of the ability of our director or executive officer.
 
Potential Conflicts of Interest

We are not aware of any current or potential conflicts of interest with our director or executive officer.
 
 
13

 
 
Board Committees

We have not formed an Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this Annual Report. Our Board of Directors performs the principal functions of an Audit Committee. We currently do not have an audit committee financial expert on our Board of Directors.  We believe that an audit committee financial expert is not required because the cost of hiring an audit committee financial expert to act as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an audit committee financial expert at this time.

Code of Ethics
 
We are in the process of finalizing our code of ethics and as of the filing of this report we have not adopted a Code of Ethics that is applicable to our Chief Executive Officer and Chief Financial Officer.
 
ITEM 11. EXECUTIVE COMPENSATION
 
The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the period ended April 30, 2011 and April 30, 2012.

SUMMARY COMPENSATION TABLE
 
Name and Principal Position
 
Year
 
Salary
($)
 
Bonus
($)
 
Stock
 Awards
($)
 
Option Awards
($)
 
Non-Equity Incentive Plan Compensation ($)
 
Non-Qualified Deferred Compensation Earnings
($)
 
All Other Compensation
($)
 
Totals
($)
 
Christopher M. Day (1)
 
2012
 
$
0
 
0
   
0
 
0
   
0
 
0
 
$0
 
$
0
 
Former President, Former Chief Executive Officer,
Former Chief Financial Officer, Former Director
 
2011
 
$
0
 
0
   
0
 
0
   
0
 
0
 
$0
 
$
0
 
                                               
Cary Lee Peterson(2)
 
2012
 
$
0
 
0
   
0
 
0
   
0
 
0
 
$0
 
$
0
 
Chief Executive Officer and Director
 
2011
 
$
0
 
0
   
0
 
0
   
0
 
0
 
$0
 
$
0
 
                                               
James Bledsoe(3)
 
2012
 
$
0
 
0
   
0
 
0
   
0
 
0
 
$0
 
$
0
 
Chief Operating Officer
 
2011
 
$
0
 
0
   
0
 
0
   
0
 
0
 
$0
 
$
0
 
 
(1)  
On May 4, 2012, concurrently with the closing of the Stock Purchase Agreement, Christopher M. Day, submitted to the Company a resignation letter pursuant to which he resigned from his positions as the Company’s President, Chief Executive Officer, Chief Financial Officer and director of the Company.
(2)  
On May 4, 2012 concurrently with the closing of the Stock Purchase Agreement, Jeff Lynd submitted to the Company a resignation letter pursuant to which he resigned from his positions as the Company’s Treasurer and Secretary.
(3)  
On May 4, 2012 concurrently with the closing of the Stock Purchase Agreement, Cary Lee Peterson was appointed as our Chief Executive Officer and the sole director.
 
 
14

 
 
Narrative Disclosure to Summary Compensation Table

For the year ended April 30, 2011 and April 30, 2012, none of the name officers received any annual compensation.
 
Outstanding Equity Awards at Fiscal Year-End Table

There were no individual grants of stock options to purchase our common stock made to the executive officers named in the Summary Compensation Table at the fiscal year-end on April 30, 2012.

Director Compensation

Our directors are permitted to receive fixed fees and other compensation for their services as directors. Our Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to any of our directors. We currently do not have an established policy to provide compensation to members of our Board of Directors for services rendered in that capacity.  We plan to develop such a policy in the future.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of August 9, 2012 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares shown.

   
Amount and Nature of Beneficial Ownership
 
   
Common Stock (1)
 
Name and Address of Beneficial Owner
 
No. of Shares
   
% of Class
 
Directors and Officers
           
Cary Lee Peterson (2)
CEO, Director
848 N. Rainbow Blvd #3419, ., Las Vegas, NV 89107
   
85,000,000
     
95.10
%
All officers and directors as a group (1 persons)
   
85,000,000
     
95.10
%
                 
5% Security Holders
               
DBS Distributors, Inc. (3)
1000 Congress Ave, Suite 2000,
Austin, TX 78701
   
80,000,000
     
89.51
%
KPD Partners, LLC (4)
1000 Congress Ave, Suite 2000,
Austin, TX 78701
   
5,000,000
     
5.59
%
 
(1) Based on 89,380,000 shares of common stock outstanding as of August 9, 2012.
(2) Includes 80,000,000 shares of common stock held by DBS Distributors, Inc. and 5,000,000 shares of common stock held by KPD Partners, LLC. Mr. Peterson is the Chairman and President of DBS Distributors, Inc. and has voting and dispositive control over the securities held by it. Mr. Peterson is the sole and managing member of KPD Partners, LLC and has voting and dispositive control over the securities held by it.
(3) Mr. Peterson is the Chairman and President of DBS Distributors, Inc. and has voting and dispositive control over the securities held by it.
(4) Mr. Peterson is the sole and managing member of KPD Partners, LLC and has voting and dispositive control over the securities held by it.
 
 
15

 
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Director Independence
 
Mr. Peterson, the sole member of our Board of Directors, is not independent using the definition of independence under the rules of the SEC. We have no independent directors nor have we formed any nominating, audit or compensation committees.

Related Transactions
 
The following sets forth a summary of transactions since the beginning of the fiscal year of 2011, or any currently proposed transaction, in which the Company was to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or or one percent of the average of the Company’s total assets at the year-end for 2011 and 2010 and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

As of May 4, 2012, our office space is provided by our former President, Christopher M. Day, at no cost to us.  Mr. Day owns the property on which the Company’s principal executive office is located and does not charge us rent.
 
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
 
Fees paid to Li & Company, PC
 
The following table shows the aggregate fees we paid for professional services provided to us by Li & Company, PC for 2012 and 2011:
 
   
2012
   
2011
 
Audit Fees
  $
7,500
    $ 7,250  
Audit-Related Fees
   
-
     
-
 
Tax Fees
   
-
     
-
 
All Other Fees
     
-
     
-
 
                   
Total
    $
7,500
    $ 7,250  
 
Audit Fees
 
For the fiscal years ended April 30, 2012 and 2011, we paid approximately $7,500 and $7,250, respectively, for professional services rendered for the audit and review of our financial statements.

Audit Related Fees

There were no fees for audit related services for the years ended April 30, 2012 and 2011.
  
Tax Fees
 
For our fiscal years ended April 30, 2012 and 2011, we did not incur any tax fees for tax compliance, tax advice, and tax planning by Li & Company, PC.

All Other Fees
 
We did not incur any other fees related to services rendered by our independent registered public accounting firm for the fiscal years ended April 30, 2012 and 2011.

The SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved by our Audit Committee or (ii) entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided that the policies and procedures are detailed as to the particular  service,  the  Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.
 
We do not have an Audit Committee.  Our Board of Directors pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees during 2012 were pre-approved by our Board of Directors. We do not have a record of the percentage of the above fees that were pre-approved in 2012. However, all of the above services in 2012 were reviewed and approved by our Board of Directors either before or after the respective services were rendered. 
 
 
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PART IV
 
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 
(a) Documents filed as part of this Annual Report.
 
1.  
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of April 30, 2012 and 2011
Consolidated Statements of Operations for the years ended April 30, 2012 and 2011
Consolidated Statements of Changes in Stockholders’ Equity for the years ended April 30, 2012 and 2011
Consolidated Statements of Cash Flows for the years ended April 30, 2012 and 2011
Notes to Consolidated Financial Statements

2.  
Financial Statement Schedules
 
3.  
Exhibits required to be filed by Item 601 of Regulation S-K

Please see the “Exhibit Index,” which is incorporated herein by reference, following the signature page for a list of our exhibits. 
 
 
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Pursuant to the requirements of Section 13 or 15(d) 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.
 
 
RVPLUS, INC.
 
       
 
By:
//s/ Cary Lee Peterson        
 
   
Cary Lee Peterson
Chief Executive Officer
Principal Executive Officer, Principal Financial and Accounting Officer
 
       
 
Dated:  
August 13, 2012
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Name
 
Title
 
Date
         
//s/ Cary Lee Peterson        
 
Chief Executive Officer, Principal Executive Officer, Principal Financial and Accounting Officer, and Director
 
August 13, 2012
         
//s/ James Bledsoe        
 
Chief Operating Officer
 
August 13, 2012
 
 
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EXHIBIT INDEX
 
EXHIBIT
NUMBER
 
DESCRIPTION
3.1*
Articles of Incorporation
3.2*
By-Laws
31.1
Certification of the Chief Executive Officer and Chief Financial Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of the Chief Executive Officer and Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH**
 
XBRL Taxonomy Extension Schema Document
     
101.CAL**
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF** 
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB**
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE** 
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
*Filed as an exhibit to the Registration Statement on Form S-1 filed on August 11, 2010.
**Furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise not subject to liability under these sections.
 
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