Attached files

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EX-31 - EXHIBIT 31.2 - Global Ecology Corpexhibit312_ex312.htm
EX-32 - EXHIBIT 32.1 - Global Ecology Corpexhibit321_ex321.htm
EX-31 - EXHIBIT 31.1 - Global Ecology Corpexhibit311_ex311.htm
EX-32 - EXHIBIT 32.2 - Global Ecology Corpexhibit322_ex322.htm

Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q/A

(Amendment No.1 )


(Mark One)

R

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

 

 

 

  For the quarterly period ended June 30, 2013

 

 

or

 

 

£

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: 333-125678 (1933 Act)


GLOBAL ECOLOGY CORPORATION

(Exact name of registrant as specified in its charter)


Nevada

86-0892913

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

96 Park Street, Montclair, New Jersey

07042

(Address of principal executive offices)

(Zip Code)


(973) 655-9001

(Registrant’s telephone number, including area code)


N/A

(Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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.      R  Yes £ No


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).                                                 R Yes £ 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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (check one)


Large accelerated filer

  

o

  

Accelerated filer

  

o

Non-accelerated filer

  

o (Do not check if a smaller reporting company)

  

Smaller reporting company

  

þ



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

                            £ Yes R No


    As of August 13, 2013 there were 499,900,351 shares of common stock of Global Ecology Corporation outstanding.

 




Page 1 of 5


Table of Contents


GLOBAL ECOLOGY CORPORATION

(A Nevada Corporation)


TABLE OF CONTENTS

 

 

PART I — FINANCIAL INFORMATION


 

 

Item 1. Financial Statements

3


Balance Sheet as of  June 30, 2013 (Unaudited) and December 31, 2012 (Unaudited)

4

 

 

 

 

PART II — OTHER INFORMATION

 

 

 

 

 

Item 6. Exhibits

33

 

 

Signatures

34


Exhibit 31.1

Exhibit 31.2

Exhibit 32.1

Exhibit 32.2






Explanatory Note

This Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) to our Quarterly Report on Form 10-Q for the period ended June 30, 2013, which was filed with the Securities and Exchange Commission on August 19, 2013 (the “Original10-Q”), is being filed to revise the unaudited balance sheet as of June 30, 2013 and December 31, 2012, in Part I, Item 1 of the Original 10-Q, to correct errors that occurred in the EDGAR conversion of our word document that resulted the deletion of the line item “cash and cash equivalents” of the balance sheet.

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), unaudited balance sheet as of June 30, 2013 and December 31, 2012, in Part I, Item 1 of the Original 10-Q has been added to this Amendment No. 1 in its entirety reflect the missing line item “cash and cash equivalents and Part II, Item 6 of the Original 10-Q has been amended and restated in its entirety, solely to include as exhibits the certifications under Exchange Act Rule 13a-14(a) required to be filed with this Amendment No. 1. This Amendment No. 1 does not amend or otherwise update any other information in the Original 10-Q.  Accordingly, this Amendment No. 1 should be read in conjunction with the Original 10-Q and with our filings with the Securities and Exchange Commission subsequent to the Original 10-Q.




Page 2 of 5


Table of Contents


PART I - FINANCIAL INFORMATION


Item 1. Financial Statements



GLOBAL ECOLOGY CORPORATION

Condensed Consolidated Balance Sheet

as of

 

 

Un-Audited

 

 

 

June 30,

December 31,

 

 

2013

2012

Assets

 

 

Current Assets

 

 

 

Cash and cash equivalents

 $                      (767)

 $                    (3,452)

 

Accounts receivable – trade

                        2,500

                               -

 

Inventories

                      33,355

                      37,403

 

Total current assets

                      35,088

                      33,951

 

 

 

 

 

Property, plant and equipment, net of accumulated depreciation

                     304,230

                     366,325

 

Capitalized software, net of accumulated amortization

                               -

                               -

 

Other intangible assets

                      21,500

                      21,500

 

Deposits

                      15,000

                      15,000

 

Investment in joint venture

                     780,000

                     780,000

 

Reserve for impairment of Investment in joint venture

                   (780,000)

                   (780,000)

Total Assets

 $                  375,818

 $                  436,776

 

 

 

 

Liabilities and Shareholders' Deficit

 

 

 

Accounts payable and accrued liabilities

 $               1,271,460

 $               1,081,452

 

Accounts payable and accrued liabilities to related parties

                     551,903

                     368,530

 

Notes payable and advances related parties

                     830,629

                     848,941

 

Notes payable

                  1,533,947

                  1,463,047

 

Total current liabilities

                  4,187,939

                  3,761,970

 

 

 

 

 

Long term notes payable, net of current portion

                  1,500,000

                  1,500,000

Total Liabilities

       5,687,939

       5,261,970

 

 

 

 

Shareholders' Deficit:

 

 

 

Series A cumulative convertible preferred stock, $.001 par value, 10,000,000 shares authorized, 2,150,000 issued and outstanding

                        2,150

                        2,150

 

Series B cumulative convertible preferred stock, no par value, 5% non-cumulative; liquidation preference of $14.64 per share; 2,000,000 shares authorized, 0 issued and outstanding

                             -   

                             -   

 

Common Stock, par value $.001; 500,000,000 shares authorized, 469,714,296 and 3,95,769,546  shares issued and outstanding, respectively'

                     499,901

                     489,326

 

Additional paid-in-capital

                26,738,835

                26,740,210

 

Accumulated deficit

               (32,090,188)

               (31,594,061)

 

Less treasury at cost, 1,817,000 shares

                   (462,819)

                   (462,819)

 

Total shareholders’ deficit

                 (5,312,121)

                 (4,825,194)

Total liabilities and shareholders’ deficit

 $                  375,818

 $                  436,776





Page 3 of 5


Table of Contents



Item 6.  Exhibits


The exhibit listed on the Exhibit Index (following the signatures section of this Quarterly Report on

Form 10-Q/A are included, or incorporated by reference, in this Quarterly Report on Form 10-Q/A.



SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.


Signature                  

 Title                                

              

      Date


/s/ Peter D. Ubaldi

Chief Executive Officer & President      

August 23, 2013

_______________________

Peter D. Ubaldi


/s/ Peter D. Ubaldi

Principal Financial Officer

August 23, 2013

_______________________

Peter D. Ubaldi




Page 4 of 5


Table of Contents



EXHIBIT INDEX


Pursuant to Item 601(a)(2) of Regulation S-K, this Exhibit Index immediately precedes the exhibits.


The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q/A for the period ended June 30, 2013 (are numbered in accordance with Item 601 of Regulation S-K).



EXHIBIT

NUMBER                                         DESCRIPTION


2.1 Acquisition Agreement (included as Exhibit 2.1 to our Current Report on Form 8-K filed August 31, 1993 and incorporated herein by reference)


3.1 Amendments of Articles of Incorporation (included as Exhibit C to our Form 14C DEF filed February 7, 2006 and incorporated herein by reference)

 

3.2 Amendment of Articles of Incorporation (included as Exhibit 3.1 to our Current Report on Form 8-K filed November 3, 2009 and incorporated herein by reference)


31.1† Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


31.2†Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


32.2* Certification of 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 Extension Schema Document


101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document


101.LAB** XBRL Taxonomy Extension Label Linkbase Document


101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document


101.DEF** XBRL Taxonomy Extension Definition Linkbase Document

________________________


† Filed herewith

*Furnished herewith

** Exhibit filed with the original Form 10-Q





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