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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
 (Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2012
 
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                        to                      
 
Commission file number 333-152539
 
Metha Energy Solutions Inc.
(Name of Small Business Issuer in Its Charter)
 
DELAWARE
 
32-0251358
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer Identification No.)
 
410 Park Avenue, 15th Floor, New York, NY 10022
(Address of Principal Executive Offices) (Zip Code)
 
212-231-8526
(Issuer's Telephone Number, including Area Code)
 
 (Former name or address)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer 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 ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
 
 Large Accelerated Filer
o
 Accelerated Filer
o
 Non-Accelerated Filer
o  
 Smaller Reporting Company
x
 
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes o No x
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of August 8, 2012: 22,271,346 shares of common stock.
 
 
 

 
 
 METHA ENERGY SOLUTIONS INC.
(A DEVELOPMENT STAGE COMPANY)
FORM 10-Q
THREE AND SIX MONTHS ENDED JUNE 30, 2012
 
TABLE OF CONTENTS
       
Page
PART I - FINANCIAL INFORMATION
   
         
Item 1.
 
Financial Statements:
   
         
   
Condensed Balance Sheets as of June 30, 2012(Unaudited) and as of December 31, 2011
 
3
         
   
Condensed Statements of Operations for the three and six  months ended June 30, 2012,  the three and six months ended June 30, 2011, and the Period from April 18, 2008 (Inception) through June 30, 2012 (Unaudited)
 
4
         
   
Condensed Statement of Changes in Stockholders' Equity/(Deficit) for the period from April 18, 2008 (Inception) through June 30, 2012 (Unaudited)
 
5
         
   
Condensed Statements of Cash Flows for the six months ended June 30, 2012,  the six months ended June 30, 2011  and the Period from April 18, 2008 (Inception) through June 30, 2012 (Unaudited)
 
6
         
   
Notes to the Condensed Financial Statements (Unaudited)
 
7-14
         
Item 2.
 
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
15
         
Item 3.
 
Quantitative and Qualitative Disclosures About Market Risk
 
20
         
Item 4.
 
Controls and Procedures
 
20
         
PART II - OTHER INFORMATION
   
         
Item 1.
 
Legal Proceedings
 
21
         
Item 1A.
 
Risk Factors
 
21
         
Item 2.
 
Unregistered Sales of Equity Securities and Use of Proceeds
 
21
         
Item 3.
 
Defaults Upon Senior Securities
 
21
         
Item 4.
 
Mine Safety Disclosures
 
21
         
Item 5.
 
Other Information
 
21
         
Item 6.
 
Exhibits
 
21
         
Signatures
   
22
 
 
1

 
 
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.
 
We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.
 
These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.
 
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

CERTAIN TERMS USED IN THIS REPORT

When this report uses the words “we,” “us,” “our,” “Metha Energy,” and the “Company,” they refer to Metha Energy Solutions Inc.  “SEC” refers to the Securities and Exchange Commission.
 
 
2

 
 
 
Item 1.         Financial Statements.
 
METHA ENERGY SOLUTIONS INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
 
   
June 30,
   
December 31,
 
   
2012
   
2011
 
   
(Unaudited)
       
ASSETS
           
Current Assets:
           
Cash
  $ 526     $ 1,198  
                 
Total Current Assets
    526       1,198  
                 
Property, Plant & Equipment:
               
Website costs, net of accumulated amortization of $1,789 and $1,789,
               
respectively
    -       -  
Computer equipment, net of accumulated depreciation of $612 and $497,
               
respectively
    535       650  
      535       650  
                 
Other Assets:
               
Security deposit
    465       465  
                 
TOTAL ASSETS
  $ 1,526     $ 2,313  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
Current Liabilities:
               
Accounts payable and accrued expenses
  $ 21,206     $ 1,143  
Accrued expenses - related party
    -       785  
Total Current Liabilities
    21,206       1,928  
                 
                 
COMMITMENTS AND CONTINGENCIES (See Note 12)
    -       -  
                 
STOCKHOLDERS' EQUITY / (DEFICIT)
               
Series A Convertible Preferred stock - $.001 par value; 100,000 shares
               
authorized; 100,000 and 100,000 to be issued and outstanding
    100       100  
Series B Convertible Preferred stock - $.001 par value; 100,000 shares
               
authorized; none and 100,000 to be issued and outstanding
    -       -  
Preferred stock - $.001 par value; 9,800,000 shares authorized;
               
none and none issued and outstanding, respectively
    -       -  
Common stock - $.001 par value; 100,000,000 shares authorized;
               
22,620,030 and 22,620,030 shares issued, and 22,271,346 and
               
22,271,436 outstanding. respectively
    22,271       22,271  
Additional paid in capital
    709,023       700,023  
Less Treasury stock; 100,000 and 0 Series B Convertible Preferred stock (cost)
    (569,366 )     (569,366 )
Accumulated deficit during the development stage
    (183,480 )     (152,643 )
Accumulated other comprehensive income
    1,772       -  
TOTAL STOCKHOLDERS' EQUITY / (DEFICIT)
    (19,680 )     385  
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT)
  $ 1,526     $ 2,313  
 
See accompanying notes to the unaudited condensed financial statements
 
 
3

 
 
METHA ENERGY SOLUTIONS INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
   
For the three months Ended June 30, 2012
 
For the three months Ended June 30, 2011
   
For the six months Ended June 30, 2012
   
For the six months Ended June 30, 2011
 
April 18, 2008 (Inception) - June 30, 2012
 
                               
                               
Revenue
  $ -     $ -     $ -     $ -     $ 286,702  
Revenue - Related Party
    -       -       -       -       36,000  
      -       -       -       -       322,702  
                                         
Cost of goods sold
    -       -       -       -       276,416  
Cost of goods sold - related party
    -       -       -       -       -  
Gross Profit
    -       -       -       -       46,286  
                                         
Selling, general & administrative expenses:
                                       
     Consulting fees and services - related party
    4,500       105,000       9,000       141,000       687,433  
     Professional fees
    18,678       242,139       18,678       247,332       758,439  
     Board member fees
    -       7,500       -       38,948       86,185  
     Other general & administrative expenses
    2,907       27,184       3,159       34,966       184,798  
     Total operating expenses
    26,085       381,823       30,837       462,246       1,716,855  
                                         
Loss from operations
    (26,085 )     (381,823 )     (30,837 )     (462,246 )     (1,670,569 )
                                         
Other income (expense):
                                       
     Gain (Loss) on Foreign Currency
            17,959       -       12,559       3,265  
     Gain on settlement of agreement
    -       -       -       1,516,161       1,516,161  
     Other income
    -       -       -       -       3,236  
     Forgiveness of debt
    -       6,777       -       13,548       25,980  
     Interest income
    -       3       -       3       28  
     Interest expense
    -       (2,005 )     -       (11,786 )     (40,040 )
     Bad debt expense-related party
    -       -       -       -       (10,236 )
     Total other income (expense)
    -       22,734       -       1,530,485       1,498,394  
                                      -  
Net Income (Loss) Before Provision For Income Taxes
    (26,085 )     (359,089 )     (30,837 )     1,068,239       (172,175 )
                                         
Provision for (benefit from) income taxes
    -       (122,090 )     -       83,302       -  
                                         
Net Income (Loss)
  $ (26,085 )   $ (236,999 )   $ (30,837 )   $ 984,937     $ (172,175 )
                                         
Other Comprehensive Income (Loss)
                                       
     Foreign currency translation adjustment
  $ (113 )   $ -     $ 1,772             $ 1,772  
Comprehensive Income (Loss)
  $ (26,198 )   $ (236,999 )   $ (29,065 )   $ 984,937     $ (170,403 )
                                         
Basic and diluted net loss per weighted-average shares common stock
  $ (0.00 )   $ (0.01 )   $ (0.00 )   $ 0.04          
                                         
Basic weighted-average number of shares of common stock to be issued
    22,271,346       22,271,351       22,271,346       22,120,870          
                                         
Diluted weighted-average number of shares of common stock to be issued
    22,271,346       22,371,351       22,271,346       22,220,870          
 
See accompanying notes to the unaudited condensed financial statements
 
 
 
4

 
 
METHA ENERGY SOLUTIONS INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY/(DEFICIT)
FOR THE PERIOD FROM APRIL 18, 2008 (INCEPTION) THROUGH JUNE 30, 2012
 (UNAUDITED)
 
                                                             
   
Common Stock
   
Series A Convertible Preferred Stock
   
Series B Convertible Preferred Stock
   
Treasury Stock
Series B Convertible Preferred Stock
   
Additional
   
 
   
 
Accumulated
Deficit during the
    Accumulated Other      
   
Shares
   
Par Value
   
Shares
   
Par Value
   
Shares
   
Par Value
   
Shares
   
Par Value
   
Paid-in
Capital
   
Deferred
Compensation
   
development stage
   
Comprehensive Gain
   
Total
 
                                                                               
Balance April 18, 2008 (Inception)
    11,305,030     $ 11,305       -     $ -       -     $ -       -     $ -     $ -     $ -     $ (11,305 )   $ -     $ -  
                                                                                                         
Series A Preferred stock issued for consulting services - related party
    -       -       100,000       100       -       -       -       -       49,900       -       -       -       50,000  
                                                                                                         
Common stock issued for professional services
    45,000       45       -       -       -       -       -       -       22,455       -       -       -       22,500  
                                                                                                         
In-kind contribution of interest expense
    -       -       -       -       -       -       -       -       1,269       -       -       -       1,269  
                                                                                                         
Net loss for the period from April 18, 2008 (inception) to December 31, 2008
    -       -       -       -       -       -       -       -       -       -       (131,198 )     -       (131,198 )
                                                                                                         
Balance December 31, 2008
    11,350,030       11,350       100,000       100       -       -       -       -       73,624       -       (142,503 )     -       (57,429 )
                                                                                                         
Series B Preferred stock and Common stock sold for cash
    10,000,000       10,000       -       -       100,000       100       -       -       565,300       -       -       -       575,400  
                                                                                                         
Common stock issued for professional services
    1,270,000       1,270       -       -       -       -       -       -       74,930       (56,842 )     -       -       19,358  
                                                                                                         
In-kind contribution of interest expense
    -       -       -       -       -       -       -       -       2,701       -       -       -       2,701  
                                                                                                         
Net loss for the year ended December 31, 2009
    -       -       -       -       -       -       -       -       -       -       (279,701 )     -       (279,701 )
                                                                                                         
Balance December 31, 2009
    22,620,030       22,620       100,000       100       100,000       100       -       -       716,555       (56,842 )     (422,204 )     -       260,329  
                                                                                                         
Series B Preferred stock and Common stock sold for cash
    -       -       -       -       -       -       -       -       -               -               -  
                                                                                                         
Common stock issued for professional services
    -       -       -       -       -       -       -       -       -       16,079       -       -       16,079  
                                                                                                         
Common stock to be returned for professional services
    (348,684 )     (349 )     -       -       -       -       -       -       (20,572 )     20,921       -       -       -  
                                                                                                         
In-kind contribution of interest expense
    -       -       -       -       -       -       -       -       2,701       -       -       -       2,701  
                                                                                                         
Net loss for the year ended December 31, 2010
    -       -       -       -       -       -       -       -       -       -       (492,442 )     -       (492,442 )
                                                                                                         
Balance December 31, 2010
    22,271,346       22,271       100,000       100       100,000       100       -       -       698,684       (19,842 )     (914,646 )     -       (213,333 )
                                                                                                         
Purchase of Treasury Stock
    -       -       -       -       (100,000 )     (100 )     100,000       (569,366 )     -               -               (569,466 )
                                                                                                         
Common stock issued for professional services
    -       -       -       -       -       -       -       -       -       19,842       -       -       19,842  
                                                                                                         
In-kind contribution of interest expense
    -       -       -       -       -       -       -       -       1,339       -       -       -       1,339  
                                                                                                         
Net loss for the year ended December 31, 2011
    -       -       -       -       -       -       -       -       -       -       762,003       -       762,003  
                                                                                                         
Balance December 31, 2011
    22,271,346       22,271       100,000       100       -       -       100,000       (569,366 )     700,023       -       (152,643 )     -       385  
                                                                                                         
In-kind contribution of services
    -       -       -       -       -       -       -       -       9,000       -       -       -       9,000  
                                                                                                         
Net loss for six months ended June 30, 2012
    -       -       -       -       -       -       -       -       -       -       (30,837 )     -       (30,837 )
                                                                                                         
Accumulated foreign currency translation adjustment
    -       -       -       -       -       -       -       -       -       -       -       1,772       1,772  
                                                                                                         
Balance June 30, 2012 (Unaudited)
    22,271,346     $ 22,271       100,000     $ 100       -     $ -       100,000     $ (569,366 )   $ 709,023     $ -     $ (183,480 )   $ 1,772     $ (19,680 )
 
See accompanying notes to the unaudited condensed financial statements
 
 
5

 
 
METHA ENERGY SOLUTIONS INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
   
For the six months Ended June 30, 2012
   
For the six months Ended June 30, 2011
   
For the Period April 18, 2008 (Inception) - June 30, 2012
 
                   
                   
CASH FLOWS FROM OPERATING ACTIVITIES
                 
  Net income (loss)
  $ (30,837 )   $ 984,937     $ (172,175 )
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
                 
Series A Convertible Preferred Stock issued for services - related party
    -       -       50,000  
Common stock Issued for services - related party, professional and board fees
      19,842       77,779  
In-kind contribution of interest expense
            1,339       8,010  
In-kind contribution of services
    9,000               9,000  
Bad debt expense-related party
    -       -       10,236  
Depreciation and Amortization expense
    115       413       2,401  
Gain on settlement
    -       (683,071 )     (683,071 )
Changes in operating assets and liabilities:
                       
            Decrease in accounts receivable
    -       -       -  
            Increase in accounts receivable-related party
    -       -       (10,236 )
            Increase in other assets
    -       -       (465 )
            Increase (decrease) in accounts payable and accrued expenses
    20,063       (157,753 )     21,206  
            Increase (decrease) in accounts payable and accrued expenses-related party
    (785 )     -107,535       -  
            Increase in deferred tax liability
    -       83,302       -  
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
    (2,444 )     141,474       (687,315 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
  Purchase of property, plant & equipment
    -       -       (2,936 )
  Serenergy  Equity investment
    -       -       (402,780 )
  Sale of Serenergy  Equity
    -       1,085,851       1,085,851  
NET CASH PROVIDED BY INVESTING ACTIVITIES
    -       1,085,851       680,135  
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
                         
  Proceeds from sale of common stock and series B preferred stock
    -       -       575,400  
  Purchase of treasury stock
    -       (569,466 )     (569,466 )
  Proceeds from loans payable -related party
    -       3,490       14,365  
  Repayment of loans payable -related party
    -       (14,365 )     (14,365 )
  Proceeds from notes payable - related party
    -       -       71,895  
  Repayment of notes payable - related party
    -       (71,895 )     (71,895 )
  Proceeds from notes payable
    -       .       45,525  
  Repayment of notes payable
    -       (45,525 )     (45,525 )
  Proceeds from convertible notes payable
    -       -       200,000  
  Repayments of convertible notes payable
    -       (200,000 )     (200,000 )
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
    -       (897,761 )     5,934  
                         
NET INCREASE (DECREASE) IN CASH
    (2,444 )     329,564       (1,246 )
EFFECTS OF EXCHANGE RATE CHANGES ON CASH
    1,772       -       1,772  
Cash, beginning of period
    1,198       423       -  
Cash, END OF PERIOD
  $ 526     $ 329,987     $ 526  
                         
Supplementary disclosures of cash flow information
                       
  Cash paid during the period for:
                       
                         
Income taxes
  $ -     $ -     $ -  
Interest paid
  $ -     $ 15,919     $ 10,700  
 
See accompanying notes to the unaudited condensed financial statements
 
 
6

 
 
METHA ENERGY SOLUTIONS INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2012
(Unaudited)
 
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information.  Accordingly, they do not include all of the information necessary for a comprehensive presentation of financial position and results of operations. The interim results for the period ended June 30, 2012 are not necessarily indicative of results for the full fiscal year. It is management’s opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation.

The Company was founded as Inscrutor, Inc.  (“Inscrutor”), a development stage company, that was incorporated on April 18, 2008 under the laws of the State of Delaware.  The technology that the Company owned was acquired via a Separation and Distribution Agreement on May 30, 2008 from Visator, Inc. (“Visator”), a Delaware corporation that specializes in on-line media monitoring. Prior to that time, Inscrutor was a wholly-owned subsidiary of Visator. Inscrutor was spun out from Visator with the purpose of ensuring optimal value-creation for the shareholders of both Inscrutor and Visator.  According to the terms of the Separation Agreement, Visator decided to distribute the common stock of Inscrutor on a 1-for-1 basis to the holders of Visator’s common and preferred stock (“the Distribution”). On June 1, 2008 (the "Distribution Date"), Visator transferred its shares of Inscrutor to the shareholders of record of Visator common stock and preferred stock at the close of business on May 30, 2008 (the "Record Date"), without any consideration being paid by such holders. As of October 9, 2008, the stock certificates were delivered to shareholders.  The Company derived revenue from a management services agreement with Visator.  The agreement with Visator expired on June 1, 2009 and was not renewed. As of September 30, 2009 the Company wrote off the $7,000 receivable balance from Visator as the balance was deemed uncollectible. We no longer pursue any commercialization of software/technology nor do we invest in what we acquired from the Separation and Distribution agreement on May 30, 2008.

From the end of August, 2009, in connection with entering the agreement with Serenergy the Company decided to cease any further activity in the area of sophisticated data-mining technology.
 
Effective October 12, 2009, the Company changed their name to Metha Energy Solutions Inc.  (“Metha Energy” or “the Company” or “formerly Inscrutor”) (OTCBB: MGYS).  Metha Energy intends to focus the business on commercializing advanced fuel cell technology. The Company has secured the rights to distribute such patent pending products through its investment in Serenergy and represent these products in the North American market and within the global vehicle segment. Activities during the development stage involve developing the business plan and raising capital.
 
In March 2011, the Company entered into a settlement agreement with Serenergy that terminated all previous agreements including the right to distribute patent pending products between Metha Energy and Serenergy. The agreement was accepted and entered into based upon certain disclosures from Serenergy. The agreement compensated the Company due to Serenergy’s breach of contract during the original merger agreement. The agreement also required the Company to sell back its investment in Serenergy. The Company received compensation which fundamentally reflects the Company's operating losses until today, the cash amount invested in the company and an amount securing the Company's ability to remain a going concern in this area of business - approximately $1,900,000.  The $1,900,000 includes cash received for the sale of the equity investment of $1,085,851, offset by the original value of the Serenergy investment of $402,780, resulting in a gain of $683,071.  As of December 31, 2011, the Company owns 0% of the issued and outstanding shares of Serenergy. The Company plans to continue to identify new business opportunities within the fuel cell/alternative energy area.
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

Going concern

The accompanying financial statements have been prepared under a going concern basis which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has incurred net losses of $172,175 and net cash used in operating activities from inception of $687,315, respectively.  In addition, there is a working capital deficiency of $20,680 and a stockholders’ deficiency of $19,680 as of June 30, 2012. These factors raise substantial doubt about the Company’s ability to continue as a going concern. 

Management believes that the actions presently being taken to obtain additional funding and the success of future operations will be sufficient to enable the Company to continue as a going concern.
 
However, there can be no assurance that the raising of equity will be successful and that the Company’s anticipated financing will be available in the future, at terms satisfactory to the Company.  Failure to achieve the equity and financing at satisfactory terms and amounts could have a material adverse effect on the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
7

 
 
Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the valuation of deferred taxes and the valuation of in-kind contribution of services.  Actual results could differ from those estimates.

Revenue recognition

The Company’s revenues are derived from sales of fuel cell technology. The Company follows the guidance of the Securities and Exchange Commission’s FASB Accounting Standards Codification No. 605 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, the item has been shipped and collectability is reasonably assured.

The payment terms for the sale of fuel cell technology is 50% of the payment (“first payment”) is due when the order is placed.  Items are shipped and revenue is recognized once the first payment is received. The remaining 50% is due 30 days after the delivery of the fuel cell technology.

Cash and cash equivalents

For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.
 
Property and Equipment

Property, plant and equipment is stated at cost and depreciated over its estimated useful lives ranging from three to five years using the straight-line method.   Maintenance and repairs are charged to expense as incurred.

Website Development Costs

The Company has adopted the provisions of FASB Accounting Standards Codification No. 350 Intangible-Goodwills and Other. Costs incurred in the planning stage of a website are expensed, while costs incurred in the development stage are capitalized and amortized over the estimated three year life of the asset. For the three and six months ended June 30, 2012 and the year ended December 31, 2011, the Company paid $0, $0 and $0, respectively to develop its website.

Investments
 
Equity investments in companies over which the Company has no ability to exercise significant influence are accounted for under the cost method.  The Company’s investment in Serenergy was accounted for based on the cost method.

In March 2011, the Company entered into a settlement agreement with Serenergy that terminated all previous agreements between Metha Energy and Serenergy. The agreement was accepted and entered into based upon certain disclosures from Serenergy. The agreement compensated the Company due to Serenergy’s breach of contract during the original merger agreement. The agreement also required the Company to sell back its investment in Serenergy. The Company received compensation which fundamentally reflects the Company's operating losses until today, the cash amount invested in the company and an amount securing the Company's ability to remain a going concern in this area of business - approximately $1,900,000. The $1,900,000 includes cash received for the sale of the equity investment of $1,085,851, offset by the original value of the Serenergy investment of $402,780, resulting in a gain of $683,071.  As of June 30, 2012 and December 31, 2011, the Company owns 0% of the issued and outstanding shares of Serenergy.
 
Net income (loss) per common share

Net income (loss) per common share is computed pursuant to FASB Accounting Standards Codification No. 260, Earnings Per Share.  Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were 100,000 Series A convertible Preferred shares and 100,000 Series B convertible Preferred shares that were omitted from the calculation of diluted earnings per share as their inclusion is anti-dilutive as of June 30, 2011 and 100,000 Series A convertible preferred shares outstanding that were omitted from the calculation of diluted earnings per share as their inclusion is anti-dilutive as of June 30, 2012.
 
 
8

 
 
Segments

The Company operates in one segment and therefore segment information is not presented.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for the accounts payable and accrued expenses and accrued expenses - related party approximate fair value based on the short-term maturity of these instruments.
 
Recent Accounting Pronouncements

In December 2011, FASB issued Accounting Standards Update 2011-11, Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, we do not expect that the adoption of this standard will have a material impact on our results of operations, cash flows or financial condition.
 
NOTE 3 – PROPERTY AND EQUIPMENT
 
At June 30, 2012 and December 31, 2011, property and equipment is as follows:

   
June 30,
2012
   
December 31, 2011
 
   
(Unaudited)
         
Website costs
 
$
1,789
   
$
1,789
 
Computer equipment
   
1,147
     
1,147
 
     
2,936
     
2,936
 
Less accumulated amortization
   
2,401
     
2,286
 
   
$
535
   
$
650
 

Amortization expense for three and six months ended June 30, 2012 and 2011 and the period from April 18, 2008 (inception) to June 30, 2012 was $57, $115, $206, $413 and $2,401 respectively.

NOTE 4 – INVESTMENT AGREEMENT

On August 27, 2009, the Company entered into an exclusive distribution agreement (the “Agreement”) with Serenergy A/S (“Serenergy”) where the Company was appointed by Serenergy as its exclusive distributor of Serenergy’s products in the United States, Canada, Israel and the United Nations (“The Territory”) for 72 months. As of December 31, 2010, the agreement has lapsed.

On August 27, 2009 the Company entered into an exclusive distribution and manufacturing license agreement - vehicles (the “License Agreement”) with Serenergy where the Company was appointed by Serenergy as its exclusive distributor of Serenergy’s fuel cell related products to the segment of vehicles (the “Segment”) for 72 months. As of December 31, 2010, the agreement has lapsed.

On August 27, 2009 the Company made an investment in Serenergy for 84,000 shares of Serenergy stock, or approximately 11% of the issued and outstanding shares, for approximately $402,000. The Company recognized the investment under the cost method of accounting. As of December 31, 2010, the Company owned approximately 11% of the issued and outstanding shares of Serenergy.

On May 3, 2010, the Company entered into a merger agreement with two shareholders of Serenergy to acquire a majority of their outstanding shares of Serenergy. On October 15, 2010 the Company entered in to a revised merger agreement. The agreement requires the Company to raise $2,000,000 in financing. If the financing is not raised, the agreement will lapse. The merger will be through an exchange of shares whereby the existing majority shareholders of Serenergy will receive 35 common shares of the Company for each share held by them. Post-merger, Serenergy would be a subsidiary of the Company.

In March 2011, the Company entered into a settlement agreement with Serenergy that terminated all previous agreements between Metha Energy and Serenergy.  The agreement was accepted and entered into based upon certain disclosures from Serenergy.  The agreement compensated the Company due to Serenergy’s breach of contract during the original merger agreement.  The agreement also required the Company to sell back its investment in Serenergy. The Company received compensation which fundamentally reflects the Company's operating losses until today, the cash amount invested in the company and an amount securing the Company's ability to remain a going concern in this area of business - approximately $1,900,000. The $1,900,000 includes cash received for the sale of the equity investment of $1,085,851, offset by the original value of the Serenergy investment of $402,780, resulting in a gain of $683,071.  As of June 30, 2012 and December 31, 2011, the Company owns 0% of the issued and outstanding shares of Serenergy.
 
NOTE 5 – CONCENTRATION RISK

Cash

The Company maintains cash balances at several financial institutions. Accounts at these institutions are insured by the Federal Deposit Insurance Corporation in the aggregate up to $250,000 at June 30, 2012.  The Company also maintains cash balances at financial institutions in Denmark and accounts at these institutions are not insured by the Federal Deposit Insurance Corporation.  At June 30, 2012 and December 31, 2011, the Company had a cash balance of approximately $685 and $951, respectively, at financial institutions in Denmark, which was uninsured.
 
 
9

 
 
NOTE 6 – NOTES PAYABLE
  
In February 2010, the Company executed a note payable to IT Ventures Aps in exchange for $45,525 for funding the Company’s operating expenses.  The note is due on August 31, 2010 and bears monthly interest of 2.5%.  The Company has the option to extend the note up to four months, with an interest rate of 3% for each additional month. The Company renewed the note for four months therefore the note is due on December 31, 2010.  During the year ended December 31, 2011 the note was settled in full.  For the six months ended June 30, 2012 and 2011, respectively the Company recorded $0 and $4,677 respectively of interest expense on the loan.

NOTE 7 – CONVERTIBLE NOTES PAYABLE
 
On June 16, 2010, the Company executed a convertible promissory note to an individual in exchange for $100,000 for funding the Company’s operating expenses.  The note is due on December 31, 2011 with a 9% interest rate annually.  For the six months ended June 30, 2012 and 2011, the Company recorded $0, and $2,885, respectively, of interest expense on the loan.  If the Company completes an equity financing for a sale of Company common stock of at least $1,750,000 prior to the maturity date of the note, the note and any unpaid accrued interest will automatically convert into common stock of the Company at a 20% discount of the price paid by the investors for the equity financing. During the year ended December 31, 2011 the note was settled in full.
  
On June 16, 2010, the Company executed a convertible promissory note to an individual in exchange for $100,000 for funding the Company’s operating expenses.  The note is due on December 31, 2011 with a 9% interest rate annually.  For the six months ended June 30, 2012 and 2011, the Company recorded, $0 and $2,885, respectively, of interest expense on the loan.  If the Company completes an equity financing for a sale of Company common stock of at least $1,750,000 prior to the maturity date of the note, the note and any unpaid accrued interest will automatically convert into common stock of the Company at a 20% discount of the price paid by the investors for the equity financing.   During the year ended December 31, 2011 the note was settled in full.
 
NOTE 8 – LOAN PAYABLE – RELATED PARTIES

On June 30, 2008, the Company received a loan from Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $1,000 to pay for incorporation filing fees of the Company. The loan is due on demand, unsecured and bears no interest.  During the year ended December 31 2011, the loan was paid in full (See Note 13).
 
On July 24, 2008, the Company received a loan from Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $1,789 to pay for the Company’s website and design. The loan is due on demand, unsecured and bears no interest.  During the year ended December 31, 2011, the loan was paid in full (See Note 13).

On July 23, 2008, the Company received a loan from Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $64 to pay for incorporation filing fees of the Company. The loan is due on demand, unsecured and bears no interest. During the year ended December 31, 2011, the loan was paid in full (See Note 13).

On June 8, 2009, the Company received a loan from Toft ApS, a wholly owned company of Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $627 for funding the Company’s tax expense.  The loan is due on demand, unsecured and bears no interest.  During the year ended December 31, 2011, the loan was paid in full (See Note 13).

During the year ended December 31, 2009, the Company received a loan from Toft ApS, a wholly owned company of Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $1,153 for funding the Company’s operating expenses.  The loan is due on demand, unsecured and bears no interest.  During the year ended December 31, 2011, the loan was paid in full (See Note 13).

During the year ended December 31, 2010, the Company received a loan from Toft ApS, a wholly owned company of Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $6,242 for funding the Company’s operating expenses.  The loan is due on demand, unsecured and bears no interest.  During the year ended December 31, 2011, the loan was paid in full (See Note 13).
 
On January 5, 2011, the Company received a loan from Visator in the amount of $1,000. The amount is due on demand, unsecured and bears no interest.  This loan holder is a related party.  During the year ended December 31, 2011, the loan was paid in full (See Note 13).

During the year ended December 31, 2011, the Company received a loan from Toft ApS, a wholly owned company of Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $2,490 for funding the Company’s operating expenses. During the year ended December 31, 2011, the loan was paid in full (See Note 13).
 
 
10

 
 
NOTE 9 –NOTES PAYABLE – RELATED PARTIES
 
On July 2, 2008, the Company executed a $35,000 promissory note to Toft ApS, a wholly owned company of Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in exchange for $35,000 cash.  The note is due on demand, unsecured and bears no interest.   During the year ended December 31, 2011, the loan was paid in full (See Note 13).

On August 18, 2008, the Company received a note from Toft ApS, a wholly owned company of Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $10,000 for funding the Company’s operating expenses.  The note is due on demand, unsecured and bears no interest.  During the year ended December 31, 2011, the loan was paid in full (See Note 13).

On January 13, 2010, the Company received a note from Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $1,072 for the purpose of funding operating expenses.  The note is due on demand, unsecured and bears no interest.  During the year ended December 31, 2011, the loan was paid in full (See Note 13).
 
In the second quarter of 2010, the Company received a note payable of $25,823 from a related party stockholder.  The stockholder, through an entity that he is an owner of, owns 100,000 Class B shares of the Company as of March 31, 2011.  The note is due on demand, unsecured and bears no interest. During the year ended December 31, 2011, the loan was paid in full (See Note 13).
 
NOTE 10 – STOCKHOLDERS’ EQUITY

The Company was incorporated on April 18, 2008. The Company authorized 100,000,000 shares of common stock with a par value of $.001 and 10,000,000 shares of preferred stock with a par value of $.001, of which 100,000 shares are designated as Series A Convertible Preferred Stock.  Per the Distribution agreement, as of June 1, 2008, the Company is committed to issuing 11,305,030 shares of common stock, par value $.001, to the shareholders of Visator.
 
On July 2, 2008, the Company authorized the issuance of 20,000 shares of common stock to Anslow & Jaclin LLP for legal services related to the registration of the Company.  As of December 31, 2008, the Company has recorded the fair value of $10,000 in legal fees for the share issuance.

On July 2, 2008, the Company authorized the issuance of 25,000 shares of common stock to Profit Planners, Inc. for accounting services related to the registration of the Company.  As of December 31, 2008, the Company has recorded the fair value of $12,500 in consulting fees.

On July 16, 2008, the Company authorized the issuance of 100,000 Series A Convertible Preferred Stock to Jesper Toft, the Chief Executive Officer.  This compensation for services is contingent upon the filing of the Company’s registration statement, which became effective on October 21, 2008.  As of December 31, 2008, the Company has recorded the fair value of $50,000 in consulting fees to Jesper Toft related to this issuance.
  
The Series A Convertible Preferred stockholders are entitled to receive, when and if declared by the Board of Directors out of funds readily available for the purpose, dividends payable in cash (the “dividend payment date”).  The aggregate amount of dividends paid to Series A Convertible Preferred stock shall be capped at $1,000,000.  After the Series A Convertible Preferred stock dividends have been paid out, they will have no preference on dividends, but they will maintain their voting rights.  The Series A Convertible Preferred stockholders are entitled to 1,000 votes per each share they hold on all matters submitted to a vote of the stockholders of the Company.  At any time on or after the issuance date, the holders of Series A Convertible Preferred shares may convert a portion or all of their shares into Common stock only on a one to one basis.

On August 27, 2009, of the 10,000,000 shares of preferred stock authorized with a par value of $.001, the Company designated 100,000 shares as Series B Convertible Preferred Stock.

The Series B Convertible Preferred stockholders are entitled to receive, when and if declared by the Board of Directors out of funds readily available for the purpose, dividends payable in cash (the “dividend payment date”).  The aggregate amount of dividends paid to Series B Convertible Preferred stock shall be capped at $570,000. The Series B Convertible Preferred stockholders are entitled to 1 vote per each share they hold on all matters submitted to a vote of the stockholders of the Company.  At any time on or after the issuance date, the holders of Series B Convertible Preferred shares may convert a portion or all of their shares into Common stock only on a one to one basis.

On August 27, 2009 the Company sold investor 10,000,000 shares of common stock with a par value of $.001 and 100,000 shares of Series B Convertible Preferred stock with a par value of $.001, for approximately $575,000 ($0.06 per share).

On May 16, 2011, the Company repurchased, from a related party, 100,000 shares of the Series B Convertible Preferred stock with a par value of $.001 for a total price of approximately $570,000.  The shares are recorded as treasury shares at June 30, 2012 and December 31, 2011 (See Note 13).
 
 
11

 
 
On August 27, 2009, the Company authorized the issuance of 40,000 shares of common stock to Soren Bansholt from IT Ventures for finance consulting services related to raising money for the Company.  For the period from August 27, 2009 to December 31, 2009, the Company has recorded the fair value of $2,400 in consulting fees ($0.06 per share).
 
On August 27, 2009, the Company authorized the issuance of 210,000 shares of common stock to Jude Dixon for consulting services related to raising money for the Company.  For the period from August 27, 2009 to December 31, 2009, the Company has recorded the fair value of $12,600 in consulting fees ($0.06 per share).

On October 29, 2009, the Company authorized the issuance of 20,000 shares of common stock to Liselotte Jensen for consulting services performed for the Company.  For the period from April 18, 2008 (inception) to December 31, 2009 the Company has recorded the fair value of $1,200 in consulting fees ($0.06 per share).

During October 2009, the Company authorized the issuance of 1,000,000 shares of common stock (500,000 each respectively) to two Board of Directors for services through December 31, 2012.  The common stock has a fair value of $60,000 based on the fair value on the date of grant and will be amortized over the life of the services ($0.06 per share).  During the three and six months ended June 30, 2012 and 2011, the Company has recognized board compensation expense of $0, $0, $7,500 and $38,948, respectively under the agreement (See Notes 12 and 13).
 
On October 19, 2010, David J.P. Meachin resigned from the Board of Directors in disagreement with the Chairman of the Board of Directors and 348,684 shares are to be cancelled.  On March 19, 2011, Robert J. Lynch Jr resigned from the Board of Directors in agreement with the Chairman of the Board of Directors and all 500,000 of his shares were fully earned and outstanding as of December 31, 2011 (See Notes 12 and 13).

For the three and six months ended June 30 , 2012 and 2011, and the period April 18, 2008 (Inception) through June 30, 2012, $0, $0 $673, $1,339  and $8,010, respectively were recorded as an in kind contribution of interest on related party notes (See Note 13).

During the three and six months ended June 30, 2012, Jesper Toft, the Chief Executive Officer contributed services valued $4,500  and $9,000 to the Company and was recorded as an in kind contribution of services (See Notes 12 and 13).

NOTE 11 – MANAGEMENT AGREEMENT

As part of the terms of the Separation Agreement described in Note 1, on June 1, 2008, Visator entered into a twelve month Management Services Agreement with the Company for consulting services pertaining to software maintenance provided to Visator’s management. The agreement provides for a management fee of $3,000 per month to be paid to the Company.  For the six months ended June 30, 2012 and 2011 and the period from April 18, 2008 (inception) to June 30, 2012, the Company has recorded revenue of none, none and $36,000, respectively to reflect zero, zero and twelve months, respectively, worth of revenue.  The agreement expired on June 1, 2009 and was not renewed.
 
NOTE 12 – COMMITMENTS AND CONTINGENCIES

Operating lease

The Company does not currently have an operating lease for their office located in New York City.  Office expense fees of approximately $200 are paid on a month to month basis for basic office services.

Consulting agreement- Related party

Effective May 1, 2008, the Company entered into a consulting agreement with Jesper Toft, CEO, to provide consulting services starting in May 2008 at a rate of $1,000 per month.  On September 1, 2009, the Company amended the consulting agreement starting in September 2009 to a rate of $12,000 per month.  The agreement expired at March 31, 2011 and the company is now invoiced for these services. As of June 30, 2012 and December 31, 2011, the Company has recorded a related party liability of $0 under these agreements/invoices and for the six months ended June 30, 2012 and 2011 expenses of $4,500 and $141,000 were recorded, respectively. The $4,500 and $9,000 recorded during the three and six months ended June 30, 2012 is recorded as an in kind contribution of services (See Notes 10 and 13).

During October 2009, the Company entered into agreements with its two members of the Board of Directors to pay directors fees of $60,000 per year beginning the first period after the Company receives $2,000,000 in funding.  As of December 31, 2010, the Company had not been able to complete the  investment due to breach of the Serenergy agreement for the $2,000,000 in funding and so no fees have been paid.  In addition, the agreement calls for the payment of additional directors fees of 1% per director based on the total capital up to $50,000,000 each upon receiving the additional financing.  On October 19, 2010, David J.P. Meachin resigned from the Board of Directors and his board of directors’ agreement was terminated.  On March 19, 2011, Robert J. Lynch Jr resigned from the Board of Directors and his board of directors agreement was terminated (See Note 13).

During October 2009, the Company authorized the issuance of 1,000,000 shares of common stock (500,000 each respectively) to two Board of Directors for services through December 31, 2012.  The common stock has a fair value of $60,000 based on the fair value on the date of grant and will be amortized over the life of the services ($0.06 per share).  For the six months ended June 30, 2012 and 2011 the Company has recognized board compensation expense of $0, and $38,948, respectively under the agreement (See Notes 10 and 13).
 
 
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The Company has paid one independent director a fee of $0 and $12,500 for six months ended June 30, 2012 and 2011 (See Note 13).

The Company has paid one independent director a fee of $0 and $7,500 for six months ended June 30, 2012 and 2011 (See Note 13).
 
Distribution agreements

On August 27, 2009, the Company entered into an exclusive distribution agreement (the “Agreement”) with Serenergy A/S (“Serenergy”) where the Company was appointed by Serenergy as its exclusive distributor of Serenergy’s products in the United States, Canada, Israel and the United Nations (“The Territory”) for 72 months.  As of December 31, 2010, the agreement has lapsed (See Note 4).

On August 27, 2009, the Company entered into an exclusive distribution and manufacturing license agreement - vehicles (the “License Agreement”) with Serenergy where the Company was appointed by Serenergy as its exclusive distributor of Serenergy’s fuel cell related products to the segment of vehicles (the “Segment”) for 72 months.  As of December 31, 2010, the agreement has lapsed (See Note 4).

NOTE 13 – RELATED PARTY TRANSACTIONS

For the period from April 18, 2008 (inception) to June 30, 2012, the Company had five customers, one of which was Visator, who accounted for 11% of total revenues in the amount of $36,000.  This customer was also a related party.  The agreement with Visator expired on June 1, 2009 and was not renewed (See Note 5).
 
Effective May 1, 2008, the Company entered into a consulting agreement with Jesper Toft, CEO, to provide consulting services starting in May 2008 at a rate of $1,000 per month.  On September 1, 2009, the Company amended the consulting agreement starting in September 2009 to a rate of $12,000 per month.  The agreement expired at March 31, 2011 and the company is now invoiced for these services. As of June 30, 2012 and December 31, 2011, the Company has recorded a related party liability of $0 under these agreements/invoices and for the six months ended June 30, 2012 and 2011 expenses of $4,500 and $141,000 were recorded, respectively (See Note 12). The $4,500 and $9,000 recorded during the three and six months ended June 30, 2012 is recorded as an in kind contribution of services.

During October 2009, the Company entered into agreements with its two members of the Board of Directors to pay directors fees of $60,000 per year beginning the first period after the Company receives $2,000,000 in funding.  As of December 31, 2010, the Company had not been able to complete the  investment due to breach of the Serenergy agreement for the $2,000,000 in funding and so no fees have been paid.  In addition, the agreement calls for the payment of additional directors fees of 1% per director based on the total capital up to $50,000,000 each upon receiving the additional financing.  
 
On October 19, 2010, David J.P. Meachin resigned from the Board of Directors and his board of directors’ agreement was terminated.  On March 19, 2011, Robert J. Lynch Jr resigned from the Board of Directors and his board of directors agreement was terminated (See Notes 10 and 12).
 
During October 2009, the Company authorized the issuance of 1,000,000 shares of common stock (500,000 each respectively) to two Board of Directors for services through December 31, 2012.  The common stock has a fair value of $60,000 based on the fair value on the date of grant and will be amortized over the life of the services ($0.06 per share).  For the six months ended June 30, 2012 and 2011, the Company has recognized board compensation expense of $0 and $38,948, respectively under the agreement (See Note 12).    
 
The Company has paid one independent director a fee of $0 and $12,500 for six months ended June 30, 2012 and 2011 (See Note 12).

The Company has paid one independent director a fee of $0 and $7,500 for six months ended June 30, 2012 and 2011(See Note 12).

On June 30, 2008, the Company received a loan from Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $1,000 to pay for incorporation filing fees of the Company. The loan is due on demand, unsecured and bears no interest. During the year ended December 31, 2011, the loan was paid in full (See Note 8).

On July 24, 2008, the Company received a loan from Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $1,789 to pay for the Company’s website and design. The loan is due on demand, unsecured and bears no interest. During the year ended December 31, 2011, the loan was paid in full (See Note 8).
 
 On July 23, 2008, the Company received a loan from Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $64 to pay for incorporation filing fees of the Company. The loan is due on demand, unsecured and bears no interest.  During the year ended December 31, 2011, the loan was paid in full (See Note 8).
 
 
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On July 2, 2008, the Company executed a $35,000 promissory note to Toft ApS, a wholly owned company of Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in exchange for $35,000 cash.  The note is due on demand, unsecured and bears no interest. During the year ended December 31, 2011, the note was paid in full (See Note 9).

On August 18, 2008, the Company executed a promissory note to Toft ApS, a wholly owned company of Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in exchange for $10,000 for funding the Company’s operating expenses. The note is due on demand, unsecured and bears no interest.  During the year ended December 31, 2011, the note was paid in full (See Note 9).
 
On January 13, 2010, the Company received a loan from Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $1,072 for the purpose of funding operating expenses.  The loan is due on demand, unsecured and bears no interest.  During the year ended December 31, 2011, the loan was paid in full (See Note 9).

In the second quarter of 2010, the Company received a note payable of $25,823 from a related party stockholder.  The stockholder, through an entity that he is an owner of, owns 100,000 Class B shares of the Company as of December 31, 2010.  The note is due on demand, unsecured and bears no interest.  During the year ended December 31, 2011, the note was paid in full (See Note 9).

On May 16, 2011, the Company repurchased, from a related party, 100,000 shares of the Series B Convertible Preferred stock with a par value of $.001 for a total price of approximately $570,000.  The shares are recorded as treasury shares at June 30, 2012 and December 31, 2011 (See Note 10).
  
On June 8, 2009, the Company received a loan from Toft ApS, a wholly owned company of Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $627 for funding the Company’s tax expense.  The note is due on demand, unsecured and bears no interest.  During the year ended December 31, 2011, the loan was paid in full (See Note 8).

During the year ended December 31, 2009, the Company received a loan from Toft ApS, a wholly owned company of Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $1,153 for funding the Company’s operating expenses.  The loan is due on demand, unsecured and bears no interest.  During the year ended December 31, 2011, the loan was paid in full (See Note 8).
 
During the year ended December 31, 2010, the Company received a loan from Toft ApS, a wholly owned company of Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $6,242 for funding the Company’s operating expenses.  The loan is due on demand, unsecured and bears no interest.  During the year ended December 31, 2011, the loan was paid in full (See Note 8).

On January 5, 2011, the Company received a loan from Visator in the amount of $1,000. The amount is due on demand, unsecured and bears no interest. During the year ended December 31, 2011, the loan was paid in full (See Note 8).

During the year ended December 31, 2011, the Company received a loan from Toft ApS, a wholly owned company of Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $2,490 for funding the Company’s operating expenses.  During the year ended December 31, 2011, the loan was paid in full (See Note 8).

For the three and six months ended June 30 , 2012 and 2011, and the period April 18, 2008 (Inception) through June 30, 2012, $0, $0 $673 $1,339 and $8,010, respectively were recorded as an in kind contribution of interest on related party notes (See Note 10).

During the three and six months ended June 30, 2012, Jesper Toft, the Chief Executive Officer contributed services valued $4,500  and $9,000 to the Company and was recorded as an in kind contribution of services (See Note 10).
 
 
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Item 2.         Management's Discussion and Analysis of Financial Condition and Results of Operations.

The information and financial data discussed below is derived from the unaudited financial statements of Metha Energy for its three months ended June 30, 2012 and 2011 and its six months ended June 30, 2012 and 2011.  The financial statements of Metha Energy were prepared and presented in accordance with generally accepted accounting principles in the United States. The information and financial data discussed below is only a summary and should be read in conjunction with the historical financial statements and related notes of Metha Energy contained elsewhere in this Report. The financial statements contained elsewhere in this Report fully represent Metha Energy’s financial condition and operations; however, they are not indicative of the Company’s future performance.  

We are a Delaware Corporation founded in April 2008.  We changed our name to Metha Energy Solutions Inc. on October 12, 2009.  We focus our business on commercializing advanced fuel cell technology. We plan to expand our product offerings within this area through new agreements with various technology companies.

We were founded in April 2008 as Inscrutor, Inc.  (“Inscrutor”), a development stage company. The technology that we owned was acquired via a Separation and Distribution Agreement on May 30, 2008 from Visator, Inc. (“Visator”), a Delaware corporation that specializes in on-line media monitoring. Prior to that time, Inscrutor was a wholly-owned subsidiary of Visator. Inscrutor was spun out from Visator with the purpose of ensuring optimal value-creation for the shareholders of both Inscrutor and Visator.  According to the terms of the Separation Agreement, Visator decided to distribute the common stock of Inscrutor on a 1-for-1 basis to the holders of Visator’s common and preferred stock (“the Distribution”). On June 1, 2008 (the "Distribution Date"), Visator transferred its shares of Inscrutor to the shareholders of record of Visator common stock and preferred stock at the close of business on May 30, 2008 (the "Record Date"), without any consideration being paid by such holders. As of October 9, 2008, the stock certificates were delivered to shareholders (See Note 8).  The Company derived revenue from a management services agreement with Visator.  We no longer pursue any commercialization of software/technology nor do we invest in it.

From the end of August, 2009, in connection with entering the agreement with Serenergy, the Company decided to cease any further activity in the area of sophisticated data-mining technology. The Company plans to continue to identify new business opportunities within the fuel cell/technology energy area.
 
Marketing

We have sold fuel cell products to a number of different applications to both private companies, universities and other institutions and we will continue our focus in this area.  We communicate mainly through direct customer communication via e-mail and phone.
 
Competition

There are multiple companies that offer different kinds of fuel cell technologies. These different kinds of fuel cells technologies vary in attractiveness regarding different features.  The fuel cell segment is not a new segment/industry.  This is a highly competitive market.
 
 
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Results of Operations for the three months ended June 30, 2012 compared to June 30, 2011

For the three months ended June 30, 2012 and June 30, 2011, we had revenue of $0 and $0, respectively. The Company did not have any sales for the comparable periods.
 
For the three months ended June 30, 2012, our operating expenses totaled $26,085, compared to $381,823 for the three months ended June 30, 2011. The decrease was due to the Company’s limited activities during the three months ended June 30, 2012 compared to the period ended June 30, 2011.  During the three months ended June 30, 2012 the Company incurred consulting fees and services from a related party of $4,500 compared to $105,000 for the three months ended June 30, 2011. The decrease was due to the expiration of the consulting services agreement with Jesper Toft during June 30, 2011.  During the three months ended June 30, 2012 the professional fees of $18,678 compared to $242,139 for the three months ended June 30, 2011. The decrease was mainly due to a decrease in the accounting, audit, consulting and legal expenses as there were limited operations of the Company.  During the three months ended June 30, 2012 the board member fees of $0 compared to $7,500 for the three months ended June 30, 2011. The decrease was due to the fact that the Company did not have any outside board members during the three months ended June 30, 2012. During the three months ended June 30, 2012 other general and administrative expenses of $2,907 compared to $27,184 for the three months ended June 30, 2011. The decrease was due to the limited operations of the Company.
 
The net loss was $26,085 for the three months ended June 30, 2012 compared to f $236,999 for the three ended June 30, 2011.  The decrease in net loss in the three months ended June 30, 2012 compared to the three months ended June 30, 2011 is mainly due to Company’s limited operations in 2012 as well as debt forgiveness of $6,777, which was partially offset by a loss on foreign translation of $17,959, and interest expense of $2,005 in 2011.
 
During the three months ended June 30, 2011 the Company recorded a benefit for income taxes of $122,090, which was mainly due to the March 2011 settlement agreement with Serenergy.

The comprehensive income/(loss) was $(26,198) for the three months ended June 30, 2012 compared to  $(236,999) for the three months ended June 30, 2011.
 
Results of Operations for the six months ended June 30, 2012 compared to June 30, 2011

For the six months ended June 30, 2012 and June 30, 2011, we had revenue of $0 and $0, respectively. The Company did not have any sales for the comparable periods.
 
For the six  months ended June 30, 2012, our operating expenses totaled $30,837 compared to $462,246 for the six months ended June 30, 2011. The decrease was due to the Company’s limited activities during the six months ended June 30, 2012 compared to the period ended June 30, 2011.  During the six months ended June 30, 2012 the Company incurred consulting fees and services from a related party of $9,000 compared to $141,000 for the six months ended June 30, 2011. The decrease was due to the expiration of the consulting services agreement with Jesper Toft during June 30, 2011.  During the six months ended June 30, 2012 the professional fees of $18,678 compared to $247,332 for the six months ended June 30, 2011. The decrease was mainly due to a decrease in the accounting, audit, consulting and legal expenses as there were limited operations of the Company.  During the six months ended June 30, 2012 the board member fees of $0 compared to $38,948 for the six months ended June 30, 2011. The decrease was due to the fact that the Company did not have any outside board members during the six months ended June 30, 2012. During the six months ended June 30, 2012 other general and administrative expenses of $3,159 compared to $34,966 for the six months ended June 30, 2011. The decrease was due to the limited operations of the Company.

The net loss was $30,837 for the six months ended June 30, 2012 compared to net income of $1,068,239 for the six months ended June 30, 2011.  The decrease in net loss in the six months ended June 30, 2012 compared to net income for the six months ended June 30, 2011 was mainly due to gain on settlement agreement with Serenergy of $1,516,161 as well as debt forgiveness of $13,548 which was partially offset by a loss on foreign translation of $12,559, and interest expense of $11,786.

During the six months ended June 30, 2012 the Company recorded a  provision for income taxes of $83,202, which was mainly due to the March 2011 settlement agreement with Serenergy, versus net losses in 2012. 

The comprehensive income/(loss) was $(29,065) for the six  months ended June 30, 2012 compared to $984,937  for the six months ended June 30, 2011.
 
 
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Capital Resources and Liquidity
 
As of June 30, 2012 and as of December 31, 2011, we had cash of $526 and $1,198, respectively. We are attempting to commence operations and produce revenues.  Management intends to raise further relevant funds for the pursuit of our planned activities.  

If we are unable to satisfy our cash requirements we may be unable to proceed with our plan of operations. We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees. 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.   

Operating Activities

Operating activities (used) or provided $(2,444), $141,474, and $687,315, respectively of cash during the six months ended June 30, 2012, June 30, 2011 and for the period from April 18, 2008 (Inception) through June 30, 2012.  We had a net income (loss) of ($30,837) $984,937 and ($172,175) during these periods, respectively. We had an increase in accounts receivable related party of none, none and $10,236, an increase in other assets of none, none and $465, respectively offset by an increase/(decrease) in accounts payable of $20,063, ($157,753), and $21,206, by a (decrease)  in accounts and accrued expenses payable related party of ($785), ($107,535), and $0 respectively, and an increase in deferred tax liability of $0, $83,302, and $0, during these periods respectively. In addition, we had none, none and $50,000 of series A convertible preferred stock issued for services – related party, $0, $19,842, and $77,779 of stock issued for consulting fees and services – related party and professional and board fees, in-kind contribution of interest for loans payable – related party of $0, $1,339, and $8,010, in-kind contribution of services  – related party of $9,000, $0 and $9,000, depreciation and amortization expense of $115, $413 and $2,401, and bad debt expense related party of none, none, and $10,236, during these periods respectively. Finally, there was a gain on settlement of $0, $683,071, and $683,071 during these periods respectively.

Investing Activities

We provided (used) $0, $1,085,851, and $680,135, respectively, of cash in our investing activities during the six months ended June 30, 2012, June 30, 2011 and for the period from April 18, 2008 (Inception) through June 30, 2012.  We used cash of $0, $0 and $402,780, respectively, of cash for our Serenergy equity investment during the six months ended June 30, 2012, June 30, 2011 and for the period from April 18, 2008 (Inception) through June 30, 2012.  We were provided cash of $0 and $1,085,851, and $1,085,851, respectively, from the sale of Serenergy equity during the six months ended June 30, 2012, June 30, 2011 and for the period from April 18, 2008 (Inception) through June 30, 2012. We used none, none and $2,936, respectively, of cash for the purchase of property, plant and equipment  during the six months ended June 30, 2012, June 30, 2011 and for the period from April 18, 2008 (Inception) through June 30, 2012.
 
Financing Activities

We had $0, $(897,161), and $5,934, respectively, of cash provided by (used in) our financing activities during the six months ended June 30, 2012, June 30, 2011 and for the period from April 18, 2008 (Inception) through June 30, 2012.  We had $0, $0 and $575,400, respectively, of proceeds from sale of common stock and series B preferred stock, $0, $3,490 and $14,365, respectively, of proceeds of loans payable to related party, and $0, $0 and $200,000, respectively of proceeds from convertible notes payable during the six months ended June 30, 2012, June 30, 2011 and for the period from April 18, 2008 (Inception) through June 30, 2012.  We had $0, $71,895, and $71,895 respectively, of repayment of notes payable to related party, and $0, $0 and $71,895, respectively, of proceeds from notes payable to related party, and $0, $0 and $45,525 of proceeds of notes payable, and $0, $45,525 and $45,525 of repayment of notes payable during the six months ended June 30, 2012, June 30, 2011 and for the period from April 18, 2008 (Inception) through June 30, 2012. There were also repayments of loan payable- related party of $0, $14,365, and $14,365 and repayments of convertible notes payable of $0, $200,000, and $200,000, respectively during the six months ended June 30, 2012, six months ended June 30, 2011 and for the period from April 18, 2008 (Inception) through June 30, 2012, respectively. Finally there was a purchase of treasury stock of $0, $569,446, and $569,466 during the six months ended June 30, 2012, the six months ended June 30, 2011 and for the period from April 18, 2010 (Inception) through June 30, 2012, respectively.
 
 
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Critical Accounting Policies

Going concern
The accompanying financial statements have been prepared under a going concern basis which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has incurred net losses of $172,175 and net cash used in operating activities from inception of $687,315 respectively.  These factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months. 
 
Management believes that the actions presently being taken to obtain additional funding and the success of future operations will be sufficient to enable the Company to continue as a going concern.

However, there can be no assurance that the raising of equity will be successful and that the Company’s anticipated financing will be available in the future, at terms satisfactory to the Company.  Failure to achieve the equity and financing at satisfactory terms and amounts could have a material adverse effect on the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the valuation of deferred taxes and the valuation of in kind contribution of services.  Actual results could differ from those estimates.

Revenue recognition

The Company’s revenues are derived from sales of fuel cell technology. The Company follows the guidance of the Securities and Exchange Commission’s FASB Accounting Standards Codification No. 605 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, the item has been shipped and collectability is reasonably assured.

The payment terms for the sale of fuel cell technology is 50% of the payment (“First Payment”) is due when the order is placed.  Items are shipped and revenue is recognized once the First Payment is received. The remaining 50% is due 30 days after the delivery of the fuel cell technology.

Cash and cash equivalents

For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

Property and Equipment

Property, plant and equipment is stated at cost and depreciated over its estimated useful lives ranging from three to five years using the straight-line method.   Maintenance and repairs are charged to expense as incurred.
 
 
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Website Development Costs

The Company has adopted the provisions of FASB Accounting Standards Codification No. 350 Intangible-Goodwills and Other. Costs incurred in the planning stage of a website are expensed, while costs incurred in the development stage are capitalized and amortized over the estimated three year life of the asset. For the six months ended June 30, 2012 and the year ended December 31, 2011, the Company paid $0 and $0, respectively to develop its website.

Investments

Equity investments in companies over which the Company has no ability to exercise significant influence are accounted for under the cost method.  The Company’s investment in Serenergy was accounted for based on the cost method.

In March 2011, the Company entered into a settlement agreement with Serenergy that terminated all previous agreements between Metha Energy and Serenergy. The agreement was accepted and entered into based upon certain disclosures from Serenergy. The agreement compensated the Company due to Serenergy’s breach of contract during the original merger agreement. The agreement also required the Company to sell back its investment in Serenergy. The Company received compensation which fundamentally reflects the Company's operating losses until today, the cash amount invested in the Company and an amount securing the Company's ability to remain a going concern in this area of business - approximately $1,900,000. The $1,900,000 includes cash received for the sale of the equity investment of $1,085,851, offset by the original value of the Serenergy investment of $402,780, resulting in a gain of $683,071.  As of June 30, 2012 and December 31, 2011, the Company owns 0% of the issued and outstanding shares of Serenergy.
 
Net income (loss) per common share

Net income (loss) per common share is computed pursuant to FASB Accounting Standards Codification No. 260, Earnings Per Share .  Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were 100,000 Series A convertible Preferred shares and 100,000 Series B convertible Preferred shares that were omitted from the calculation of diluted earnings per share as their inclusion is anti-dilutive as of June 30, 2011 and 100,000 Series A convertible preferred shares outstanding that were omitted from the calculation of diluted earnings per share as their inclusion is anti-dilutive as of June 30, 2012.

Segments

The Company operates in one segment and therefore segment information is not presented.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for the accounts payable and accrued expenses and accrued expenses - related party approximate fair value based on the short-term maturity of these instruments.

Recent Accounting Pronouncements

In December 2011, FASB issued Accounting Standards Update 2011-11, Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, we do not expect that the adoption of this standard will have a material
impact on our results of operations, cash flows or financial condition.

 
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Off-Balance sheet arrangements
 
At June 30, 2012, we had no off-balance sheet arrangements.

Inflation
 
We believe that inflation does not significantly impact our current operations.
 
Item 3.         Quantitative and Qualitative Disclosures About Market Risk

Smaller reporting companies are not required to provide the information required by this item. 
 
Item 4.         Controls and Procedures

(a)   Evaluation of Disclosure Controls. Jesper Toft, our Chief Executive Officer and Principal Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of our second fiscal quarter 2012 pursuant to Rule 13a-15(b) of the Securities and Exchange Act. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, management concluded that our disclosure controls and procedures were not effective as of June 30, 2012. Since these entity level programs have a pervasive effect across the organization, management has determined that these deficiencies constitute a material weakness due to (i) the lack of an independent director on our Board of Directors as a result of Mr. Lynch’s resignation from the Board on October 11, 2010 and (ii) the Company’s size, which prevents us from being able to employ sufficient resources to enable us to have adequate segregation of duties within our internal control system.
 
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
 
 
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(b)   Remediation of Material Weaknesses in Internal Control Over Financial Reporting. In order to remedy our existing internal control deficiencies, as our finances allow, we intend to investigate the opportunity to bring in an Independent Director as well as the opportunity to hire internal audit staff.

(c)   Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION
 
Item 1.         Legal Proceedings
 
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
 
Item 1A.      Risk Factors

Smaller reporting companies are not required to provide the information required by this item.
 
Item 2.         Unregistered Sales of Equity Securities and Use of Proceeds
 
None. 

Item 3.         Defaults Upon Senior Securities

None.

Item 4.         Mine Safety Disclosures
 
Not applicable.
 
Item 5.        Other Information
 
None.
 
Item 6.         Exhibits.

Exhibit Number
Descriptions
   
31.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1*
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
101.INS+
XBRL Instance Document
   
101.SCH+
XBRL Taxonomy Schema
   
101.CAL+
XBRL Taxonomy Calculation Linkbase
   
101.DEF+
XBRL Taxonomy Definition Linkbase
   
101.LAB+
XBRL Taxonomy Label Linkbase
   
101.PRE+
XBRL Taxonomy Presentation Linkbase
 
* Furnished herewith.
+ XBRL (eXtensible Business Reporting Language) information is 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, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 
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SIGNATURES
 
In accordance with Section 13(a) or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
METHA ENERGY SOLUTIONS INC.
     
Dated:   August 14, 2012
By:
/s/  JESPER TOFT
   
Jesper Toft
Chairman of the Board Directors,
Chief Executive Officer,
Chief Financial Officer,
Chief Accounting Officer
 
 
 
 
 
 
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