PFO Global, Inc. - FORM 10-Q

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - PFO Global, Inc.	Financial_Report.xls
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. - PFO Global, Inc.	energyexh312.htm
EX-32.1 - CERTIFICATIONS 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. - PFO Global, Inc.	energyexh321.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. - PFO Global, Inc.	energyexh311.htm

UNITED STATES

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 March 31, 2014

¨ 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: 333-167380

ENERGY TELECOM, INC.

(Exact name of registrant as specified in its charter)

Florida		65-0434332
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3501-B N. Ponce de Leon Blvd., #393

St. Augustine, Florida 32084

(Address of principal executive offices) (zip code)

(904) 819-8995

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 o No x

Note: The Company is a voluntary filer but has filed all reports it would have been required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months if it was a mandatory filer.

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

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x.

As of May 20, 2014, there were 9,997,874 and 600,000 shares of registrant’s class A and B common stock outstanding, respectively.

ENERGY TELECOM, INC.

INDEX
			Page
PART I.	FINANCIAL INFORMATION

	ITEM 1	Financial Statements

		Condensed balance sheets as of March 31, 2014 (unaudited) and December 31, 2013	3

		Condensed statements of operations for the three months ended March 31, 2014 and 2013 (unaudited)	4

		Condensed statement of changes in stockholders’ equity for the three months ended March 31, 2014 (unaudited)	5

		Condensed statements of cash flows for the three months ended March 31, 2014 and 2013 (unaudited)	6

		Notes to condensed financial statements (unaudited)	7-12

	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13-18

	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	18

	ITEM 4.	Controls and Procedures	18-19

PART II.	OTHER INFORMATION

	ITEM 1.	Legal Proceedings	20

	ITEM 1A.	Risk Factors	20

	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20

	ITEM 3.	Defaults Upon Senior Securities	20

	ITEM 4.	Mine Safety Disclosures	20

	ITEM 5.	Other Information	20

	ITEM 6.	Exhibits	20

	SIGNATURES		21

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ENERGY TELECOM, INC.
CONDENSED BALANCE SHEETS

	March 31,			December 31,
	2014			2013
	(unaudited)
ASSETS

CURRENT ASSETS
Cash	$	153,717		$	199,603
Prepaid supplies		17,418			17,656
Total current assets		171,135			217,259

Property and equipment, net		1,552			1,903

Total assets	$	172,687		$	219,162

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	11,929		$	47,538
Stockholder notes payable		12,486			12,486
Total current liabilities		24,415			60,024

Long term debt:
Accrued liabilities, long term to related party		40,000			-
Derivative liability		-			52,071
Total long term debt		40,000			52,071

Total liabilities		64,415			112,095

STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; 10,000,000 shares authorized
Series A Convertible preferred stock, $0.001 par value, 5,790 shares designated, 3,947 shares issued and outstanding		4			4
Class A common stock, $0.0001 par value, 200,000,000 shares authorized, 9,404,541 and 8,984,541 shares issued and outstanding as of March 31, 2014 and December 31, 2013, respectively		940			898
Class B common stock, no par value, 10,000,000 shares authorized, 600,000 shares issued and outstanding		300,000			300,000
Additional paid in capital		5,809,422			5,653,764
Common stock subscriptions		21,000			-
Accumulated deficit		(6,023,094	)		(5,847,599	)
Total stockholders' equity		108,272			107,067

Total liabilities and stockholders' equity	$	172,687		$	219,162

The accompanying notes are an integral part of these unaudited condensed financial statements

ENERGY TELECOM, INC.
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)

	Three months ended March 31,
	2014			2013
REVENUE:
Sales	$	-		$	61,500

COST OF GOODS SOLD		-			50,703

Gross profit		-			10,797

OPERATING EXPENSES:
Selling, general and administrative expenses		225,863			160,714
Depreciation		350			401
Total operating expenses:		226,213			161,115

Loss from operations		(226,213	)		(150,318	)

OTHER INCOME (EXPENSE):
Interest income		38			78
Gain on change in fair value derivative liabilities		52,071			158,628
Interest expense		(1,390	)		(1,278	)

Total other income:		50,718			157,428

Net (loss) income before provision for income taxes		(175,495	)		7,110

PROVISION FOR INCOME TAXES
Income tax (benefit)		-			-

NET (LOSS) INCOME	$	(175,495	)	$	7,110

Net (loss) income per common share, basic	$	(0.02	)	$	0.00

Net loss per common share, diluted	$	(0.02	)	$	(0.02	)

Weighted average number of common shares outstanding, basic		9,126,874			8,855,982

Weighted average number of common shares outstanding, diluted		9,126,874			9,994,102

The accompanying notes are an integral part of these unaudited condensed financial statements

ENERGY TELECOM, INC.
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 2014
(unaudited)



	Series A Convertible Preferred Stock				Class A Common Stock				Class B Common Stock				Additional Paid in		Common Stock		Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Subscription		Deficit			Equity

Balance, January 1, 2014		3,947	$	4		8,984,541	$	898		600,000	$	300,000	$	5,653,764	$	-	$	(5,847,599	)	$	107,067

Common stock issued for services rendered		-		-		45,000		5		-		-		17,554		-		-			17,559

Common stock issued for officer’s compensation		-		-		375,000		37		-		-		118,581		-		-			118,618

Proceeds from common stock subscription		-		-		-		-		-		-		-		21,000		-			21,000

Common stock issuable for officers compensation		-		-		-		-		-		-		19,523		-		-			19,523

Net loss		-		-		-		-		-		-		-		-		(175,495	)		(175,495	)

Balance, March 31, 2014		3,947	$	4		9,404,541	$	940		600,000	$	300,000	$	5,809,422	$	21,000	$	(6,023,094	)	$	108,272

The accompanying notes are an integral part of these unaudited condensed financial statements

ENERGY TELECOM, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)

	Three months ended March 31,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(175,495	)	$	7,110
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation expense		351			401
Common stock issued for services rendered		17,559			15,000
Common stock issued or issuable for officer compensation		138,141			56,666
Change in fair value of derivative liability		(52,071	)		(158,628	)
Changes in operating assets and liabilities:
Accounts receivable		-			(40,618	)
Prepaid supplies		238			-
Advances to suppliers		-			14,100
Accounts payable and accrued liabilities		4,391			44,667
Net cash used in operating activities		(66,886	)		(61,302	)

CASH FLOWS FROM INVESTING ACTIVITIES:		-			-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock subscription		21,000			-
Proceeds from sale of Series A convertible preferred stock		-			152,000
Repayments of shareholder loans		-			(1,000	)
Net cash provided by financing activities		21,000			151,000

Net (decrease) increase in cash		(45,886	)		89,698

Cash beginning of period		199,603			216,479
Cash end of period	$	153,717		$	306,177

Supplemental disclosures of cash flow information:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

Supplemental disclosures for non-cash investing and financing activities:
Common stock exchanged for Series A Convertible Preferred stock	$	-		$	8

The accompanying notes are an integral part of these unaudited condensed financial statements

ENERGY TELECOM, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013

(unaudited)

NOTE 1 — NATURE OF OPERATIONS/BASIS OF PRESENTATION

Energy Telecom, Inc. (the “Company”) is an intellectual property exploitation Company providing patent protection to its manufacturing business partners so they may manufacture, market, distribute and sell worldwide a family of eyewear products delivering a full range of audio and optical information to mobile workers and recreational eyewear users. The Company also manages and coordinates the process of its manufacturing business partners in manufacturing the product. The Company’s Class A common stock trades from time to time on the OTC Markets under the symbol “ENRG”.

The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim condensed financial information and Rule 8-03 of Regulation S-X. Accordingly, these interim financial statements do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements.

All adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included in these unaudited interim condensed financial statements. Operating results for the three month period presented are not necessarily indicative of the results that may be expected for any other interim period or for the full year. The balance sheet at December 31, 2013 has been derived from audited financial statements. The unaudited interim condensed financial statements should be read in conjunction with the financial statements and footnotes thereto for the year ended December 31, 2013.

NOTE 2 - LIQUIDITY

The Company incurred various non-recurring expenses in 2013 and for the three months ended March 31, 2014 in connection with non-recurring patent expenses. As of March 31, 2014, the Company had working capital of $146,720. Of the outstanding current liabilities of $24,415, 73% represent liabilities due to Tom Rickards, the Company’s Chief Executive Officer (See Note 6). During the three months ended March 31, 2014, the Company incurred certain non-recurring expenses. In addition, the Company received proceeds of $25,000 subsequent to March 31, 2014 from the sale of its Class A common stock (See Note 12). As a result, the Company has sufficient capital resources to meet its projected cash flow requirements to conduct its proposed operations for at least the next 12 months.

However, there can be no assurance that additional non-recurring expenses may be incurred during 2014 or that the Company will be successful in completing its business development plan.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures in the financial statements. Accordingly, actual results could differ from these estimates.

Concentration of Credit Risks

The Company’s financial instrument that is exposed to a concentration of credit risk is cash. On occasion, the Company’s cash and cash equivalents in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management.

ENERGY TELECOM, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013

(unaudited)

Patents

The Company’s patents (U.S. 5,717,479, U.S. 6,012,812, U.S. 6,950,531, U.S. 7,133,532, U.S. 8,243,973 and other international patents) which describe the general means for delivering sound through disposable sound attenuating components, are capitalized at the original cost, if purchased, or at the carrying basis of the transferor if contributed by an entity under common control. Patent costs are amortized using the straight-line method over their estimated period of benefit remaining. The Company evaluates the recoverability of patents annually taking into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. Costs of developing patents that are not specifically identifiable, that have indeterminate lives, or that are inherent in the continuation of the Company’s business are recognized as an expense when incurred.

Revenue Recognition

The Company recognizes revenue on four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the fee charged for services rendered and products delivered and the collectability of those fees. Revenue is generally recognized upon shipment.

Revenue recognized during the three months ended March 31, 2013 related to sales of product. There was no revenue recognized for the three months ended March 31, 2014.

Accounts Receivable

The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company’s estimate is based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. At March 31, 2014 and December 31, 2013, the Company has deemed that no allowance for doubtful accounts was necessary.

Property and Equipment

Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of three to five years.

Derivative Financial Instruments

The Company accounts for derivative instruments in accordance with ASC 815, “Derivatives and Hedging”, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value. Accounting for changes in the fair value of derivative instruments depends on whether the derivatives qualify as hedge relationships, and the types of relationships designated are based on the exposures hedged. The Company's derivative financial instruments consisted of reset provisions related to Series A Convertible Preferred Stock. These embedded derivatives included certain conversion features and reset provisions. During the three months ended March 31, 2014, the reset features embedded in the Series A Convertible Preferred Stock expired. At the time of expiry, the fair value of the embedded derivative was nil.

ENERGY TELECOM, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013

(unaudited)

Share-Based Compensation

The Company follows the fair value recognition provisions of Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”) using the modified-prospective transition method. Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees using the stock price observed in the arms-length private placement transaction nearest the measurement date (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete.

ASC 718-10 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. In the Company’s pro forma information required under ASC 718- 10 for the periods prior to fiscal 2006, the Company accounted for forfeitures as they occurred.

Net Earnings (Loss) Per Common Share

The Company computes earnings per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Basic loss per share is computed by dividing the net loss attributable to the common stockholders (the numerator) by the weighted average number of shares of Class A common stock outstanding (the denominator) during the reporting periods. Diluted loss per share is computed by increasing the denominator by the weighted average number of additional shares that could have been outstanding from securities convertible into Class A common stock, such as Series A Convertible Preferred Stock, stock options and warrants (using the “treasury stock” method), unless their effect on net loss per share is anti-dilutive. Class B common stock is not convertible into the Company’s Class A common stock. The effect of computing diluted loss per share is anti-dilutive and, as such, basic and diluted loss per share is the same for the three months ended March 31, 2014.

Recent Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows.

NOTE 4 — FINANCIAL INSTRUMENTS

Fair Value Measurements

The Company measures and discloses the fair value of assets and liabilities required to be carried at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure.

ASC 825 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes three levels of inputs that may be used to measure fair value:

ENERGY TELECOM, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013

(unaudited)

Level 1 - Quoted prices for identical assets or liabilities in active markets to which we have access at the measurement date.

Level 2 - Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 - Unobservable inputs for the asset or liability.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

For the three months ended March 31, 2014, the Company did not have any assets or liabilities that were required to be valued using level 3 inputs. The carrying amount of the Company's assets and liabilities approximated fair value as of March 31, 2014 and December 31, 2013.

NOTE 5 — DERIVATIVE LIABILITY

The Company identified embedded derivatives related to the Series A Convertible Preferred Stock issued during the years ended December 31, 2013 and 2012. These embedded derivatives included certain reset features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Series A Convertible Preferred Stock and to adjust the fair value as of each subsequent balance sheet date. At issuance date(s) of the Series A Convertible Preferred Stock, the Company determined a fair value in the aggregate of $532,869 for the embedded derivative. The initial fair value of the embedded debt derivative of $532,869 was reclassified from equity to liability at the date of inception.

During the three months ended March 31, 2014, the embedded derivatives as described above expired. At the time of expiry, the Company adjusted the derivative to its determined fair value of nil.

At the time of expiry and at March 31, 2013, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating gains of $52,071 and $158,628 for the three months ended March 31, 2014 and 2013, respectively.

NOTE 6 — STOCKHOLDER NOTES PAYABLE

The Company has received financing from the Company’s founder, Chief Executive Officer, President and majority stockholder (the “officer/director”). No formal repayment terms or arrangements exist. The stockholder loans bear interest of 10% per annum, compounding annually and are due on demand.

The following table summarizes stockholder loans payable as of March 31, 2014 and December 31, 2013:

	March 31, 2014		December 31, 2013
Loans payable, due on demand, interest at 10%	$	12,486	$	12,486
Accrued interest		45,277		43,887
	$	57,763	$	56,373

On May 13, 2014, the officer/director agreed, effective as of March 31, 2014, not to demand repayment and Company has no obligation to repay $40,000 of the outstanding above liability until March 31, 2015.

The Company recognized interest expense associated with the loans of $1,390 and $1,278 for the three months ended March 31, 2014 and 2013, respectively.

ENERGY TELECOM, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013

(unaudited)

NOTE 7 — STOCKHOLDERS’ EQUITY

Common stock

Shares issued to consultants

During the three months ended March 31, 2014, the Company issued 45,000 shares of Class A common stock to consultants in exchange for services rendered with a fair value totaling $17,559.

Shares issued or issuable as compensation

During the three months ended March 31, 2014, the Company issued 375,000 shares of Class A common stock with a fair value totaling $118,618 and was obligated under a 2014 employment contract to issue an additional 41,667 shares of Class A common stock with a fair value totaling $19,523 as officer compensation. The issuance of the 375,000 Class A common stock represented a signing bonus, fully earned at the date of issuance. See Note 10-Commitments and Contingencies.

Shares issuable to officer

The Company is obligated to issue 133,333 shares of Class A common stock under a 2012-2013 employment agreement. During the year ended December 31, 2013, the Company charged to operations $77,648 for the shares of Class A common stock issuable to an officer in exchange for services rendered.

NOTE 8 — RELATED PARTY TRANSACTIONS

The Company has an operating lease agreement for office space with the Company's Chief Executive Officer and director who has agreed to sublet space to the Company for a fixed fee of $2,000 on a month-to-month basis. Total rent expense for each of the three months ended March 31, 2014 and 2013 was $6,000.

As discussed in Note 6, the Company has received financing from the Company’s Chief Executive Officer, director, founder and majority stockholder. The stockholder loans bear interest of 10% per annum, compounding annually and are due on demand.

NOTE 9 — CONCENTRATIONS

The Company’s revenues earned from sale of products for the three months ended March 31, 2013 included an aggregate of 100% from one customer of the Company's total revenues. The Company’s purchases are from one manufacturer for the three months ended March 31, 2013.

NOTE 10 — COMMITMENTS AND CONTINGENCIES

Employment agreement

On March 1, 2014, the Company entered into a one year employment agreement with Tom Rickards, Chief Executive Officer, director and founder whereby Mr. Rickards shall receive (i) an annual salary of $36,000 which may be increased up to $72,000 by mutual agreement by Mr. Rickards and the Board of Directors and dependent on the financial strength of the Company (the “Cash Salary”) and (ii) 500,000 shares of class A common stock (the “Stock Salary”), with the Cash Salary payable in equal installments at the end of such regular payroll accounting periods as are established by Employer, or in such other installments upon which the parties shall mutually agree and the Stock Salary issuable in equal installments at the end of each three month period. In addition, Mr. Rickards received 375,000 shares of series A common stock as a signing bonus, which was fully earned upon issuance, and receives a $700 per month car allowance.

ENERGY TELECOM, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013

(unaudited)

NOTE 11 — DEPENDENCY ON KEY MANAGEMENT

The future success or failure of the Company is dependent primarily upon the continued services and efforts of its Chief Executive Officer, director and founder. The ability of the Company to pursue its business strategy effectively will also depend upon, among other factors, the successful recruitment and retention of additional highly skilled and experienced managerial, marketing, engineering and technical personnel. There can be no assurance that the Company will be able to retain or recruit such personnel.

NOTE 12 — SUBSEQUENT EVENTS

In April 2014, the Company issued an aggregate of 15,000 shares of its Class A common stock to consultants for services valued at approximately $9,000.

In April 2014, the Company issued 125,000 shares of its Class A common stock under a 2014 employment agreement with the Company’s Chief Executive Officer valued at approximately $69,000, of which approximately $19,500 was charged to operations during the three months ended March 31, 2014.

In May 2014, the Company issued an aggregate of 15,000 shares of its Class A common stock to consultants for services valued at approximately $9,000.

In May 2014, the Company issued 133,333 shares of its Class A common stock under a 2012-2013 employment agreement with the Company’s Chief Executive Officer valued at approximately $78,000, charged operations during the 2013 fiscal year.

In May 2014, the Company issued an aggregate of 105,000 shares of its Class A common stock for stock subscriptions in the aggregate of $21,000 received during the quarter ended March 31, 2014.

In May 2014, the Company sold 200,000 shares of its Class A common stock for $25,000.

Effective April 25, 2014, the Company amended its First Amended and Restated Articles of Incorporation by filing the Second Amended and Restated Articles of Incorporation of the Company (the “Second A&R AOI”) with the Florida Secretary of State. The Second A&R AOI provide that each share of Class B common stock is convertible into 10 shares of Class A common stock of the Company. Previously, the Class B common stock was not convertible into Class A common stock, but was allowed to cast 10 votes per share on all matters submitted to the stockholders of the Company.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management's Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect Management's current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to Management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing for materials, and competition.

Overview

We were incorporated on September 7, 1993 under the laws of the State of Florida as The Energy Corp. On April 24, 2004, we changed our name to Energy Telecom, Inc.

We hold U.S. and foreign patents allowing for the manufacture, marketing and distribution of a hands-free, wireless communication eyewear providing quality sound and noise attenuation. We have developed the world's first hands-free two-way, sound attenuating wireless telecommunication eyewear. The eyewear is designed for use on a recreational and professional basis. Our recreational eyewear is equipped with wireless two-way Bluetooth voice communication that is compatible with any cellular telephone that is Bluetooth enabled and is capable of streaming stereo music from any Bluetooth enabled music device. In addition, our eyewear works with handheld Bluetooth- enabled VHF and UHF walkie-talkies and Bluetooth adaptors. It contains built-in dual microphones to cancel out background noise and noise-isolating ear plugs that reduce noise levels by up to 42 decibels. In addition, the safety lenses come in clear, gray and amber colors, allowing them to be used indoor and outside.

We have a professional model, which is similar to the recreational model, but contains additional safety features and is intended to be marketed to the PPE markets for use by police, fire, rescue, military and security personnel as well as companies in bio-hazardous, mining, construction and heavy manufacturing that utilize VHF and UHF radio communication. We have obtained numerous certifications for our telecommunications eyewear. We have obtained the necessary certifications to sell our product as personal protective equipment. We contracted with Colts Laboratories, an independent testing facility that is accredited by the Safety Equipment Institute to complete and verify standard tests.

Within the PPE market, our telecommunication eyewear competes primarily in the markets represented by hearing and eye protection and communication headset products and will be targeted towards the following end-markets:

	•	Police and fire rescue, security services and military: To protect the eyes and ears during the use of firearms, explosives and other weaponry, to provide hands-free communication among personnel and allow for real-time viewing of intelligence;

	•	Manufacturing: To protect workers from plant hazards such as industrial noise and flying particles that may cause eye injuries; and

	•	Construction, Mining and Logging Operations: To protect workers from airborne dust and debris and construction equipment noise and to provide two-way, instant communication.

Current Operating Trends and Financial Highlights

Management currently considers the following events, trends and uncertainties to be important in understanding our results of operations and financial condition during the current fiscal year:

	·	The Company is undertaking an initiative to seek to maximize and monetize the value of its intellectual property assets through a possible sale or license of its patent portfolio;
	·	In December 2012, Honeywell Safety Products began officially marketing and accepting orders for its UVEX AcoustiMaxx Stereo Bluetooth eyewear within Europe. Since that time, we have received purchase orders for an aggregate of several thousand eyewear, which we are in the process of fulfilling;
	·	We have multiple patent applications pending in the United States and with the European Patent Office, and the Company’s patent counsel responds to their comments on regular basis to insure timely actions and filings. In addition, we have made the necessary filings to allow us to file patent applications in certain European and Asian counties if our pending patent applications are granted by the USPTO; and
	·	Escalating tensions between North Korea and South Korea could disrupt our operations. The telecommunication eyewear frames are manufactured by Samsin Innotec, which has plants in South Korea. In addition, all the components are shipped to South Korea, where they are assembled and tested, and then shipped out as a product ready for sale.

Results of Operations

The following discussion of the financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future.

Three months ended March 31, 2014 compared to the three months ended March 31, 2013

Revenue, Cost of Sales and Gross Profit

Revenue for the three months ended March 31, 2014 was $nil as compared to $61,500 for the three months ended March 31, 2013. Revenue for three months ended March 31, 2013 was comprised completely of sales. We expect to have a significant increase in revenue in 2014 as the eyewear product is being distributed and sold in the United States and Europe. Planning is underway to sell the eyewear in Australia in 2014. Our cost of sales was $50,703 for the three months ended March 31, 2013 netting us a gross profit of $10,797, or a 17.6%. Cost of sales relating to product sales include various product introduction costs, such as eyewear that was given away for free to potential vendors and distributors and sales made at a loss or at cost to obtain customer feedback.

Operating Expenses

For the three months ended March 31, 2014 and 2013, general and administrative expenses totaled $225,863 and $160,714, respectively, representing a period to period increase of $65,149. The primary increase in our general and administrative expenses was stock-based compensation expense (non-cash) of $138,141 for the three months ended March 31, 2014 compared to $56,666 for the three months ended March 31, 2013, an increase of $81,475.

In addition, included in general and administrative expenses for the three months ended March 31, 2014 and 2013 were professional fees totaling $12,658 and $21,750, respectively. The decrease in accounting and legal professional fees of $9,092 resulted from a reduction in accounting fees incurred in connection with the 2012 year end audit. Consulting fees incurred for the three months ended March 31, 2014 and 2013 were $19,392 and $22,200, respectively. The decrease of $2,808 resulted primarily from the reduction in fair value of the stock based payments for the services provided. We also incurred patent maintenance, non- recurring engineering costs and prototype development costs in aggregate of $28,514 in 2014 as compared to $32,399 in 2013.

Other Income and Expenses

During the year ended December 31, 2012 and the first quarter of 2013, we sold Series A convertible preferred stock that contained certain anti-dilutive provisions. As such, we are required to record the fair value of these anti-dilutive provisions at the time issuance as a liability and mark to market to each reporting period. For three months ended March 31, 2014, we recorded a gain on change in the fair value of these derivative liabilities of $52,071, compared to $158,628 for the same period last year. As of March 31, 2014, all anti-dilutive provisions have expired.

We incurred interest expense of $1,390 and $1,278 for the three months ended March 31, 2014 and 2013, respectively. The increase is due to compounding of interest on related party debt obligations resulting in higher incurred interest.

Interest income was $38 and $78 for the three months ended March 31, 2014 and 2013, respectively. Changes in interest income is a result of lower carrying balances in our interest bearing accounts.

Net Income (Loss)

For the three months ended March 31, 2014, we had net loss of $(175,495) (($0.02) per share of common stock) as a result of the foregoing, compared to a net income of $7,110 ($0.00 per share of common stock) for the three month ended March 31, 2013.

Liquidity and Capital Resources

As of March 31, 2014, we had a working capital of $146,720. For the three months ended March 31, 2014, we used $66,886 in cash in operating activities and $nil in investing activities. Cash provided by financing activities during the three months ended March 31, 2014 totaled $21,000 from common stock subscriptions. From time to time since our formation in 1993, we have sold shares to investors in private placement transactions.

We expect capital expenditures during the next 12 months for marketing, advertising, inventory, equipment and overhead. During the three months ended March 31, 2014, we incurred certain non-recurring expenses. In addition, we received proceeds of $25,000 from the sale of Class A common stock subsequent to March 31, 2014. As a result, we have sufficient capital resources to meet our projected cash flow requirements to conduct our proposed operations for at least the next 12 months. However, depending on revenues, we may continue to seek additional equity investments. There can be no assurance that financing, if needed, will be available in amounts or on terms acceptable to us, if at all. During the three months ended March 31, 2014, we raised $21,000 from common stock subscriptions compared with $151,000 for the three months ended March 31, 2013 (comprised of sale of Series A convertible preferred stock of $152,000, net with repayments of shareholder loans of $1,000). As we continue to increase operations and generate additional revenue, we believe it is more likely that investors would be willing to fund operations in the short-term, if needed.

As of March 31, 2014, we had working capital of approximately $147,000. We currently use about $14,000 per month for continuing operations, which includes general operating expenses (office lease, utilities, salary and insurance), promotion and marketing (travel, entertainment, meals and website development), prototype development (parts, engineering and testing), and professional services (accounting, legal, professional and state fees and intellectual property fees). We expect that our burn rate will remain relatively consistent for the next twelve months. In addition, of our current liabilities of $24,415; $17,763 represents loans and accrued interest due to our founder and Chief Executive Officer, Thomas Rickards.

We presently do not have any available credit, bank financing or other external sources of liquidity. Due to our historical operating losses, our operations have not been a source of liquidity. We may seek additional capital in order to develop operations and become profitable. In order to obtain capital, we may need to sell additional shares of common or preferred stock or borrow funds from private lenders pursuant to instruments which are junior to our outstanding secured debt instruments. There can be no assurance that we will be successful in obtaining additional funding.

Preferred Stock Financings

Between November 2012 and March 2013, we issued an aggregate of 3,946.3 shares of our series A convertible preferred stock (“Series A Preferred Stock”), at a price of $100 per share of Series A Preferred Stock, for aggregate cash proceeds of $366,895 and the exchange of an aggregate of 79,874 shares of our common stock (the “Financings”).

Each share of Series A Preferred Stock has a stated value of $100 (the “Stated Value”). The holders may convert, at any time, shares of Series A Preferred Stock into the number of shares of our Common Stock obtained by dividing the Stated Value by the Conversion Price then in effect. The conversion price is $0.3468, subject to adjustment (the “Conversion Price”).

Upon the occurrence of certain triggering events, the holders have the right to require us to redeem all or a portion of the shares of Series A Preferred Stock. The redemption price is the greater of (A) the number of shares of Common Stock that the Series A Preferred Stock being redeemed are convertible into multiplied by the average market price on the date of redemption or (B) the Stated Value of the Series A Preferred Stock being redeemed multiplied by a Redemption Premium. The “Redemption Premium” is (A) 125% in the event that we fail to have the Common Stock be quoted on the OTC-QB or OTC-PK for a period of 10 days during any period of 12 months; (B) 250% in the event that we (1) fails to timely file an Annual Report on Form 10-K, an Quarterly Report on Form 10-Q or a Current Report on Form 8-K in the time periods that are required of a company with securities registered under Section 12 of the Securities Exchange Act of 1934 (a “Reporting Delinquency”) within the first year from the holders acquiring Series A Preferred Stock or (2) we make any statement that we intend to not comply with proper requests for conversion of the Series A Preferred Stock; or (C) 200% in the event that we have a Reporting Delinquency after the first year from the closing date.

We have the right, at any time after two years from the closing date, to redeem all or a portion of the Series A Preferred Stock, upon 120 days prior written notice. The redemption price per share of Series A Preferred Stock shall equal 200% of the Stated Value. In addition, upon the occurrence of a change in control or a liquidation, dissolution or winding up of our company, the holders have the right to receive, at their election, either 200% of the Stated Value per share of Series A Preferred Stock, or share in our assets being distributed on a pro rata basis as if the Series A Preferred Stock had been converted into shares of Common Stock.

Pursuant to the certificate of designation for the Series A Preferred Stock, the holders may not convert Series A Preferred Stock if such conversion would result in such holder beneficially owning in excess of 4.99% of our then issued and outstanding common stock. The holders may, however, increase this limitation (but in no event exceed 9.99% of the number of shares of Common Stock issued and outstanding) by providing us with 61 days’ notice that such holder wishes to increase this limitation.

In connection with the Financings, we granted the holders a right of first refusal on any proposed sale by us of any shares of common or preferred stock, except for certain exempted issuances. The right of first refusal is for the earlier of one year from the closing date of such holder’s Financing or until such holder no longer holds any of our securities. In addition, we granted the holders piggyback registration rights for a period of two years from the closing date of such Financing.

Loans Payable to Related Party

From time to time, we have received financing from Thomas Rickards, our Chief Executive Officer and sole Director. The stockholder loans bear interest of 10% per annum, compounding annually and are due on demand.

The following table summarizes stockholder loans payable as of March 31, 2014 and December 31, 2013:

	March 31, 2014		December 31, 2013
Loans payable, due on demand, interest at 10%	$	12,486	$	12,486
Accrued interest- ($40,000 long term portion)		45,277		43,887
	$	57,763	$	56,373

Critical Accounting Policies

Financial Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.

We believe that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our results of operations, financial position or liquidity for the periods presented in this report.

The accounting policies identified as critical are as follows:

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

Revenue Recognition

We recognize revenue on four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the fee charged for services rendered and products delivered and the collectability of those fees. Revenue is generally recognized upon shipment.

Cash and Cash Equivalents

We consider financial instruments with an original maturity date of three months or less to be cash equivalents.

Patents

Our patents (U.S. 5,717,479, U.S. 6,012,812, U.S. 6,950,531, U.S. 7,133,532, U.S. 8,243,973 and other international patents) which describe the general means for delivering sound through disposable sound attenuating components, are capitalized at the original cost, if purchased, or at the carrying basis of the transferor if contributed by an entity under common control. Patent costs, if any, are amortized using the straight-line method over their estimated period of benefit remaining. We evaluate the recoverability of patents annually taking into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. Costs of developing patents that are not specifically identifiable, that have indeterminate lives, or that are inherent in the continuation of our business are recognized as an expense when incurred.

Share-Based Compensation

Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. We measure the fair value of the share-based compensation issued to non-employees using the stock price observed in the arms-length private placement transaction nearest the measurement date (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete.

We measure the fair value of shares issued as share-based compensation using the stock price observed in the arms-length private placement transaction nearest the measurement date, which was considered to be a more reliably determinable measure of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete.

Income Taxes

We recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are recognized, net of a valuation allowance, for the estimated future tax effects of deductible temporary differences and tax credit carry-forwards. A valuation allowance against deferred tax assets is recorded when, and if, based upon available evidence, it is more likely than not that some or all deferred tax assets will not be realized.

There were no unrecognized tax benefits at March 31, 2014 and December 31, 2013. Our policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. There were no accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the year. We have determined we have no uncertain tax positions.

Net Loss per Common Share

Basic loss per share computed by dividing the net loss attributable to the common stockholders (the numerator) by the weighted average number of shares of Class A common stock outstanding (the denominator) during the reporting periods. Diluted loss per share is computed by increasing the denominator by the weighted average number of additional shares that could have been outstanding from securities convertible into Class A common stock, such as stock options and warrants (using the “treasury stock” method), unless their effect on net loss per share is antidilutive. Class B common stock is not convertible into our Class A common stock. The effect of computing diluted loss per share is antidilutive and, as such, basic and diluted loss per share is the same for the three months ended March 31, 2014.

Derivative Financial Instruments

We account for derivative instruments in accordance with ASC 815, “Derivatives and Hedging”, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value. Accounting for changes in the fair value of derivative instruments depends on whether the derivatives qualify as hedge relationships, and the types of relationships designated are based on the exposures hedged. Our derivative financial instruments consisted of reset provisions related to Series A convertible preferred stock. These embedded derivatives included certain conversion features and reset provisions. As of March 31, 2014, these embedded derivatives expired.

Recently Issued Accounting Pronouncements

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

Off-Balance Sheet Arrangements

We do not maintain off-balance sheet arrangements nor do we participate in non-exchange traded contracts requiring fair value accounting treatment.

Inflation

The effect of inflation on our revenue and operating results was not significant.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required under Regulation S-K for “smaller reporting companies.”

ITEM 4 - CONTROLS AND PROCEDURES

a) 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 pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 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, management recognizes 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.

Based on our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as a result of the material weaknesses described below, as of March 31, 2014, our disclosure controls and procedures are not designed at a reasonable assurance level and are ineffective 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 SEC rules 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. The material weaknesses, which relate to internal control over financial reporting, that were identified are:

a)	We did not have sufficient personnel in our accounting and financial reporting functions. As a result we were not able to achieve adequate separation of duties and were not able to provide for adequate reviewing of the financial statements. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis; and

b)	We did not maintain sufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of U.S. GAAP commensurate with out complexity and our financial accounting and reporting requirements. This control deficiency is pervasive in nature. Further, there is a reasonable possibility that material misstatements of the financial statements including disclosures will not be prevented or detected on a timely basis as a result.

We are committed to improving our accounting and financial reporting functions. As part of this commitment, we will create a segregation of duties consistent with control objectives and will look to increase our personnel resources and technical accounting expertise within the accounting function as soon as our finances allow for additional personnel to appropriately address non-routine or complex accounting matters. In addition, we have engaged an outside consultant to provide additional knowledgeable personnel with technical accounting expertise to further support the current accounting personnel at the Company.

Management believes that hiring additional knowledgeable personnel with technical accounting expertise will remedy the following material weaknesses: (A) lack of sufficient personnel in our accounting and financial reporting functions to achieve adequate segregation of duties; and (B) insufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of US GAAP commensurate with our complexity and our financial accounting and reporting requirements.

Management believes that the hiring of additional personnel who have the technical expertise and knowledge with the non-routine or technical issues we have encountered in the past will result in both proper recording of these transactions and a much more knowledgeable finance department as a whole. Due to the fact that our accounting staff consists of a Chief Financial Officer and an accounting consultant, additional personnel will also ensure the proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support us if personnel turnover issues within the department occur. We believe this will greatly decrease any control and procedure issues we may encounter in the future.

We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

(b) Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are currently not a party to any material legal proceedings or claims.

Item 1A. Risk Factors

Not required under Regulation S-K for “smaller reporting companies.”

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

During the quarter ended March 31, 2014, we issued an aggregate of 45,000 shares of Class A common stock to consultants in exchange for services rendered with an aggregate fair value of $17,559. The securities were issued in transactions pursuant to Section 4(a)(2) and/or Regulation D under the Securities Act of 1933, as amended.

* All of the above offerings and sales were deemed to be exempt under either rule 506 of Regulation D and Section 4(a)(2) or Rule 902 of Regulation S of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, business associates of Energy Telecom or executive officers of Energy Telecom, and transfer was restricted by Energy Telecom in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, we have made independent determinations that all of the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. Except as expressly set forth above, the individuals and entities to whom we issued securities as indicated in this section are unaffiliated with us.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

31.01	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01	Certifications 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 Extension Schema Document

101 CAL	XBRL Taxonomy Calculation Linkbase Document

101 LAB	XBRL Taxonomy Labels Linkbase Document

101 PRE	XBRL Taxonomy Presentation Linkbase Document

101 DEF	XBRL Taxonomy Extension Definition Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ENERGY TELECOM, INC.

Date: May 20, 2014	By:	/s/ THOMAS RICKARDS
		Thomas Rickards
		Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

PFO Global, Inc. - FORM 10-Q - May 20, 2014

Attached files

PFO Global, Inc. Reports