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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended September 30, 2012


o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


 For the transition period from ______to______.


Commission file number: 000-54049


MATTER OF TIME I CO.

(Exact name of registrant as specified in its charter)


Nevada

27-2564032

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)


23 Corporate Plaza, Suite 150

Newport Beach, California  92660

(Address of principal executive offices including zip code)


(877) 449-8842

(Registrant 's telephone number, including area code)


 

(Former address)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o No o


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.


Large accelerated filer o

Accelerated filer o

 

 

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes x No o


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS


Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.


Not applicable.


APPLICABLE ONLY TO CORPORATE ISSUERS


The number of shares outstanding of the registrant’s common stock, par value $0.001, on November 19, 2012 was 200,000 shares.




2




MATTER OF TIME I CO

Quarterly Period Ended September 30, 2012


INDEX


PART I. FINANCIAL INFORMATION

4

 

 

  

Item 1. Financial Statements (Unaudited)

4

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

8

Item 3. Quantitative and Qualitative Disclosures About Market Risk

9

Item 4. Controls and Procedures

10

 

 

  

PART II. OTHER INFORMATION

10

 

 

  

Item 1. Legal Proceedings

10

Item 1A. Risk Factors

10

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

10

Item 3. Defaults Upon Senior Securities

11

Item 4. (Removed and Reserved)

11

Item 5. Other Information

11

Item 6. Exhibits

11

 

 

  

SIGNATURES

11




3




PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


MATTER OF TIME I CO.

(A Development Stage Company)

CONDENSED BALANCE SHEETS

(Unaudited)


 

September 30,

 

December 31,

 

2012

 

2011

ASSETS

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash

$

 

$

Total Current Assets

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

$

 

$

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Accounts payable

$

15,911 

 

$

8,660 

Accounts payable-Related parties

 

36,089 

 

 

1,500 

Accrued interest-Related parties

 

930 

 

 

480 

Convertible note payable-Related parties

 

6,000 

 

 

6,000 

Total Current Liabilities

 

58,930 

 

 

16,640 

 

 

 

 

 

 

Total liabilities

 

58,930 

 

 

16,640 

 

 

 

 

 

 

STOCKHOLDERS’ (DEFICIT):

 

 

 

 

 

Preferred stock, $.001 par value; 10,000,000 shares authorized; no shares issued and outstanding at September 30, 2012 and December 31, 2011

 

 

 

Common stock, $.001 par value; 100,000,000 shares authorized; 200,000 shares issued and outstanding at June 30, 2012 and December 31, 2011

 

200 

 

 

200 

Additional paid-in capital

 

21,011 

 

 

21,011 

Deficit accumulated during the development stage

 

(80,141)

 

 

(37,851)

Total Stockholders’ (Deficit)

 

(58,930)

 

 

(16,640)

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

$

 

$


See accompanying notes to condensed financial statements.




4





MATTER OF TIME I CO.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


 

Three Months Ended

 

Nine Months Ended

 

Date of

Inception

(April 28,2010)

to

 

September 30,

 

September 30,

 

September 30,

 

2012

 

2011

 

2012

 

2011

 

2012

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

$

10,290 

 

$

10,809 

 

$

41,840 

 

$

16,574 

 

$

79,211 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

10,290 

 

 

10,809 

 

 

41,840 

 

 

16,574 

 

 

79,211 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from Operations

 

(10,290)

 

 

(10,809)

 

 

(41,840)

 

 

(16,574)

 

 

(79,211)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income/(Expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest (expense)-Related parties

 

(151)

 

 

(151)

 

 

(450)

 

 

(329)

 

 

(930)

Total Other Income (Expense)

 

(151)

 

 

(151)

 

 

(450)

 

 

(329)

 

 

(930)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) from Continuing Operations

 

(10,441)

 

 

(10,960)

 

 

(42,290)

 

 

(16,903)

 

 

(80,141)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (Loss)

$

(10,441)

 

$

(10,960)

 

$

(42,290)

 

$

(16,903)

 

$

(80,141)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (Loss) Per Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted

$

(0.05)

 

$

(0.05)

 

$

(0.21)

 

$

(0.08)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted

 

200,000 

 

 

200,000 

 

 

200,000 

 

 

200,000 

 

 

 


See accompanying notes to condensed financial statements.




5





MATTER OF TIME I CO.

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


 

Nine Months Ended

 

Date of

Inception

(April 28, 2010)

to

 

September 30,

 

September 30,

 

2012

 

2011

 

2012

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Net income/(loss)

$

(42,290)

 

$

(16,903)

 

$

(80,141)

Adjustments to reconcile net income/(loss) to net cash used in operating activities:

 

 

 

 

 

 

 

 

Common stock issued for services

 

 

 

 

 

6,000 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Increase in accounts payable

 

7,251 

 

 

200 

 

 

15,911 

Increase in accounts payable-related party

 

34,589 

 

 

911 

 

 

36,089 

Increase in accrued interest-related party

 

450 

 

 

329 

 

 

930 

Net cash provided by operating activities

 

 

 

(15,463)

 

 

(21,211)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Contributed capital

 

 

 

 

 

9,211 

Increase in notes payable-Related party

 

 

 

6,000 

 

 

6,000 

Proceeds from issuance of common stock

 

 

 

9,211 

 

 

6,000 

Net cash from financing activities

 

 

 

15,211 

 

 

21,211 

 

 

 

 

 

 

 

 

 

Net increase in cash

 

 

 

(252)

 

 

 

 

 

 

 

 

 

 

 

CASH AT BEGINNING PERIOD

 

 

 

252 

 

 

 

 

 

 

 

 

 

 

 

CASH AT END OF PERIOD

$

 

$

 

$

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Cash paid for interest

$

 

$

 

$

Cash paid for income taxes

$

 

$

 

$

Common stock issued for legal and management fees

$

 

$

 

$

6,000 


See accompanying notes to condensed financial statements.




6





MATTER OF TIME I CO.

(A DEVELOPMENT STAGE COMPANY)

September 30, 2012

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)



NOTE A – PRESENTATION


The accompanying unaudited interim financial statements of Matter of Time I Co. (“we”, “our” or the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Matter of Time I Co.’s Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2011 as reported in the Form 10-K have been omitted.


NOTE B - GOING CONCERN


The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.   We had negative working capital of $58,930 at September 30, 2012, a deficit accumulated during the development stage of $80,141 at September 30, 2012, and a net loss from operations of $42,290 for the nine months then ended.  It also sustained operating losses in prior years. Additionally, due to the current and prior year net operating loss, the Company currently has a deficit in its stockholders’ equity account.  These factors raise substantial doubt as to its ability to obtain debt and/or equity financing and achieving future profitable operations.


The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.


NOTE C – RELATED PARTY TRANSACTIONS


In October, 2011, in connection to the change of control of the Company to Green Auto, the unsecured promissory note matures and becomes due and payable upon demand.  Interest accrues on the note on the unpaid principal balance at a rate of 10% per annum and is pro-rated for partial periods. At September 30, 2012, we had $6,000 outstanding under the promissory note and related accrued interest of $930.


As of September 30, 2012, we had $36,089 due to related parties.  Of this amount, $18,000 is due to directors for services and the remaining $18,089 is due to other related parties for payments made on behalf of the Company.




7




Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations


Forward-looking Statements


Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.


Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.


Accordingly, results actually achieved may differ materially from expected results in these statements.  Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.


Business


We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Until October, 3, 2011, our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. As discussed in NOTE C, on February 10, 2012 the Company executed a Merger Agreement and Plan of Reorganization with its parent and sole shareholder, Green Automotive pursuant to which the Company will be dissolving into and becoming part of Green Automotive, with Green Automotive becoming the surviving corporation and surviving the Company as a reporting issuer under the Securities Exchange act of 1934. Until the closing of the Merger with Green Automotive, we are not going to restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.


We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be by our sole stockholders, management or other investors.


We are in the development stage and have negative working capital, negative stockholders’ equity and have not earned any revenues from operations to date. These conditions raise substantial doubt about our ability to continue as a going concern. We are currently devoting our efforts to locating merger candidates. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.


Failing to complete the Merger with Green Automotive, we may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.




8




We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.


Results of Operations


As reflected in the accompanying financial statements, we had negative working capital of $58,930 at September 30, 2012 and a deficit accumulated during the development stage of $80,141 at September 30, 2012.


The Company incurred a net loss from operations of $10,441 for the three months ended September 30, 2012 versus a net loss from operation of $10,960 for the three months ended September 30, 2011.  Even though there was an increase in administrative costs for director’s fees due to the new management and professional fees for the managing of the company, there was a greater decrease in management fees and other costs compared to the prior period.


Liquidity and Capital Resources


For the three months ended September 30, 2012, we had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company.  However, our shareholders are under no obligation to provide such funding.


Failing to complete the Merger with Green Automotive management will resume seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Failing to complete the Merger with Green Automotive management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.


As reflected in the accompanying financial statements, the Company is in the development stage with no operations have a net loss of $80,141 from inception, and used no cash in operations for the period from April 28, 2010 (inception) to September 30, 2012. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.


Item 3. Quantitative and Qualitative Disclosures About Market Risk


Not required




9




Item 4. Controls and Procedures


Evaluation of Disclosure Controls and Procedures.


Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.  In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.


Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2012, our disclosure controls and procedures were, subject to the limitations noted above, effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.


Changes in internal control over financial reporting


Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


Limitations on the Effectiveness of Disclosure Controls and Procedures.


Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.


PART II. OTHER INFORMATION


Item 1. Legal Proceedings


Presently, we are not a party and none of our property is subject to any pending legal proceedings, and we know of no proceedings that are threatened or contemplated against us.


Item 1A. Risk Factors


Not required.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


None




10




Item 3. Defaults on Senior Securities


None.


Item 4. (Removed and Reserved)


Item 5. Other Information


None


Item 6. Exhibits


(a)

Exhibits


31.1

Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002.


32.1

Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002.


___

Merger Agreement and Plan of Reorganization




In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.


 

MATTER OF TIME I CO.

 

 

 

 

 

Dated: November 19, 2012

By:

/s/ Fred Luke

 

 

 

Fred Luke

Chief Executive Officer (Principal Executive Officer and

Principal Financial Officer)

 




11