Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - Electric Tractor Corp. | Financial_Report.xls |
| EX-31.1 - CERTIFICATION - Electric Tractor Corp. | etc_ex311.htm |
| EX-32.2 - CERTIFICATION - Electric Tractor Corp. | etc_ex321.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2014
OR
oTRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934
Commission File Number 333-170932
ELECTRIC TRACTOR CORP.
(Exact name of registrant as specified in its charter)
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Wyoming
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98-0651945
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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59 Hunter Rd Niagara on the Lake, ON L0S 1J0 Canada
(Address of principal executive offices)
(905) 467-5531
(Issuer's telephone number)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:. Yes þ No o.
Indicate by check mark whether the registrant has submitted electronically and posted on its website, if any, every Interactive File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§325.405 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 þ 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:
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Large Accelerated Filer o
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Accelerated Filer o
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Non-Accelerated Filer o
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Smaller Reporting Company þ
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Indicate by a check mark whether the company is a shell company (as defined by Rule 12b-2 of the Exchange Act: Yes o No þ.
As of October 31, 2014 we had 9,487,016 shares of common stock, $0.001 par value, issued and outstanding.
ELECTRIC TRACTOR CORP.
INDEX TO QUARTERLY REPORT
ON FORM 10-Q
Index
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Page
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PART I — FINANCIAL INFORMATION
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| F-1 | ||
| F-1 | ||
| F-2 | ||
| F-3 | ||
| F-4 | ||
| 2 | ||
| 3 | ||
| 3 | ||
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PART II — OTHER INFORMATION
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| 5 | ||
| 5 | ||
| 5 | ||
| 5 | ||
| 5 | ||
| 5 | ||
| 5 |
PART I – FINANCIAL INFORMATION
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September 30,
2014
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December 31,
2013
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ASSETS
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||||||||
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Current Assets
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||||||||
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Cash
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$ | 0 | $ | 0 | ||||
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Other Assets
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||||||||
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Patents and technologies
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0 | 0 | ||||||
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TOTAL ASSETS
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$ | 0 | $ | 0 | ||||
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LIABILITIES AND STOCKHOLDERS’ DEFICIT
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||||||||
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LIABILITIES
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||||||||
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Current Liabilities
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||||||||
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Accrued expenses
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$ | 950 | $ | 5,693 | ||||
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Accrued expenses – related parties
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97,941 | 68,255 | ||||||
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Advances from officer
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313,495 | 277,677 | ||||||
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Total Liabilities
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412,386 | 351,625 | ||||||
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STOCKHOLDERS’ DEFICIT
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Common stock, $0.001 par value, 250,000,000 shares authorized, 9,487,016 shares issued and outstanding
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9,487 | 9,487 | ||||||
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Additional paid-in capital
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1,562 | 1,562 | ||||||
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Accumulated deficit
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(423,435 | ) | (362,674 | ) | ||||
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Total Stockholders’ Deficit
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(412,386 | ) | (351,625 | ) | ||||
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
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$ | 0 | $ | 0 | ||||
See accompanying notes to financial statements.
F-1
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Three Months Ended September 30,
2014
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Three Months Ended September 30,
2013
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Nine Months Ended September 30,
2014
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Nine Months Ended September 30,
2013
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|||||||||||||
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REVENUES
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$ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
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OPERATING EXPENSES
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Research and development
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0 | 0 | 575 | 0 | ||||||||||||
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Patent maintenance
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0 | 0 | 435 | 0 | ||||||||||||
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Office supplies
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77 | 1,726 | 1,190 | 2,342 | ||||||||||||
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Consulting
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1,700 | 76,981 | 33,660 | 144,802 | ||||||||||||
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Professional fees
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4,705 | 12,364 | 15,001 | 21,984 | ||||||||||||
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Rent
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3,300 | 3,300 | 9,900 | 9,900 | ||||||||||||
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TOTAL OPERATING EXPENSES
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9,782 | 94,371 | 60,761 | 179,028 | ||||||||||||
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LOSS BEFORE INCOME TAXES
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(9,782 | ) | (94,371 | ) | (60,761 | ) | (179,028 | ) | ||||||||
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PROVISION FOR INCOME TAXES
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0 | 0 | 0 | 0 | ||||||||||||
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NET LOSS
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$ | (9,782 | ) | $ | (94,371 | ) | $ | (60,761 | ) | $ | (179,028 | ) | ||||
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NET LOSS PER SHARE: BASIC AND DILUTED
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$ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | ||||
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WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED
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9,487,016 | 9,487,016 | 9,487,016 | 9,487,016 | ||||||||||||
See accompanying notes to financial statements.
F-2
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Nine Months Ended
September 30,
2014
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Nine Months Ended
September 30,
2013
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss for the period
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$ | (60,761 | ) | $ | (179,028 | ) | ||
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Changes in assets and liabilities:
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(Decrease) in accrued expenses
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(4,743 | ) | (250 | ) | ||||
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Increase (decrease) in accrued expenses – related parties
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29,686 | (13,627 | ) | |||||
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Net Cash Used in Operating Activities
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(35,818 | ) | (192,905 | ) | ||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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Advances received from officer
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35,818 | 192,905 | ||||||
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Net Cash Provided by Financing Activities
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35,818 | 192,905 | ||||||
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NET INCREASE IN CASH
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0 | 0 | ||||||
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Cash, beginning of period
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0 | 0 | ||||||
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Cash, end of period
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$ | 0 | $ | 0 | ||||
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SUPPLEMENTAL CASH FLOW INFORMATION:
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Interest paid
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$ | 0 | $ | 0 | ||||
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Income taxes paid
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$ | 0 | $ | 0 | ||||
See accompanying notes to financial statements.
F-3
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
The Company was incorporated in the State of Wyoming on August 14, 2006 as Tabularasa Corp. On January 2, 2010, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Electric Tractor Corp. (”ETC”), a company related due to common ownership, and acquired patents and technology assets of ETC having a fair value of $10,000 in exchange for 8,438,273 common shares of the Company. The Company intends to become a manufacturer of advanced eco-friendly electric-powered utility tractors and attachments. On March 11, 2011, the Company changed its name to Electric Tractor Corp.
Basis of Presentation
The accompanying interim financial statements for the three and nine months ended September 30, 2014 and 2013 are unaudited and have been prepared in accordance with U.S. GAAP for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations realized during an interim period are not necessarily indicative of results to be expected for a full year. These financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended December 31, 2013.
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 of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.
Basic Loss per Share
Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.
Comprehensive Income
The Company has established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company will disclose this information on its Statement of Stockholders’ Deficit. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.
Income Tax
Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized.
Fair Value of Financial Instruments
The Company’s financial instruments consist of accrued expenses and advances received from an officer. The carrying amounts of these financial instruments approximate fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
F-4
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. At September 30, 2014 and December 31, 2013, the Company had $0 of cash.
Stock-based Compensation.
For the periods ended September 30, 2014, the Company has not issued any share-based payments to its employees. Under the modified prospective method the Company uses, stock compensation expense includes compensation expense for all stock-based compensation awards granted, based on the grant-date estimated fair value.
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the periods ended September 30, 2014 and 2013.
Recent Accounting Pronouncements
On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders’ equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly has not labeled the financial statements as those of a development stage entity and has not presented inception-to-date information on the respective financial statements.
The Company does not expect the adoption of any other recently issued accounting pronouncements to have a significant impact on the Company’s results of operations
F-5
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has no revenues as of September 30, 2014. The Company currently has negative working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
NOTE 3 – ACCRUED EXPENSES
At September 30, 2014, the Company had accrued fees owed to its outside accounting firm of $950 for services related to the preceding three month period.
Accrued expenses at December 31, 2013 of $5,693 consisted of $2,800 owed to the Company’s outside independent auditors for services rendered, as well as $1,389 for edgarizing services, $1,314 for website maintenance, and $190 for travel costs.
NOTE 4 – ACCRUED EXPENSES – RELATED PARTIES
At September 30, 2014 and December 31, 2013, the Company had accrued consulting fees owed to two officers of $97,941 and $68,255, respectively. See Note 6.
NOTE 5 – CAPITAL STOCK
The Company has authorized 250,000,000 shares common stock with par value of $0.001. At inception, the Company issued 1,048,743 shares of common stock for cash proceeds of $1,049.
On January 2, 2010, the Company acquired patents and technology assets having a fair value of $10,000 in exchange for 8,438,273 shares of common stock.
The Company has 9,487,016 shares of common stock issued and outstanding as of September 30, 2014 and December 31, 2013.
F-6
NOTE 6 – RELATED PARTY TRANSACTIONS
During the three and nine months ended September 30, 2014, the Company incurred consulting fees of $1,700 and $33,660, respectively, related to two officers.
During the three and nine months ended September 30, 2013, the Company incurred consulting fees of $76,981 and $144,802, respectively, related to two officers.
As of September 30, 2014 and December 31, 2013, the Company has a balance due to the two officers of $97,941 and $68,255, respectively. See Note 4.
On April 1, 2013, the Company entered into an agreement with an officer to rent space in the officer’s barn and basement for storage of tractors, related parts, office equipment and records. The lease requires monthly payments of $1,100 and is on a month-to-month basis. During the three and nine months ended September 30, 2014 and 2013, the Company incurred rent expense of $3,300 and $3,300 and $9,900 and $9,900, respectively, for rent to the officer.
NOTE 7 – INCOME TAXES
The provision for Federal income tax consists of the following for the nine months ended:
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September 30,
2014
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September 30,
2013
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|||||||
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Federal income tax benefit attributable to:
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Current loss from operations
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$ | 20,659 | $ | 60,870 | ||||
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Less: valuation allowance
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(20,659 | ) | (60,870 | ) | ||||
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Net provision for Federal income taxes
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$ | - | $ | - | ||||
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
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September 30,
2014
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December 31,
2013
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|||||||
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Deferred tax asset attributable to:
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Net operating loss carryover
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$ | 143,968 | $ | 123,309 | ||||
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Less: valuation allowance
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(143,968 | ) | (123,309 | ) | ||||
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Net deferred tax asset
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$ | - | $ | - | ||||
At September 30, 2014, the Company had an unused net operating loss carryover approximating $423,400 that is available to offset future taxable income; it expires beginning in 2028.
NOTE 8 – ADVANCES FROM OFFICER
An officer of the Company has advanced funds to be used for working capital. The amounts received are due on demand, non-interest bearing, and unsecured. The total advances received and due back to the officer totaled $313,495 and $277,677 at September 30, 2014 and December 31, 2013, respectively.
F-7
NOTE 9 – COMMITMENTS AND CONTINGENCIES
An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
NOTE10 – SUBSEQUENT EVENTS
The Company has analyzed its operations subsequent to September 30, 2014 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
F-8
The following discussion of our financial condition and results of operations should be read in conjunction with the unaudited financial statements and notes to those statements included elsewhere in this Quarterly Report on Form 10-Q as of September 30, 2014 and our unaudited financial statements for the year ended December 31, 2013 included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on June 13, 2014.
Forward-Looking Statements: No Assurances Intended
In addition to historical information, this Quarterly Statement contains forward-looking statements, which are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions. These forward-looking statements represent Management’s belief as to the future of Electric Tractor, Corp.. Whether those beliefs become reality will depend on many factors that are not under Management’s control. Many risks and uncertainties exist that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.
Overview
We are a Canadian company that designs, produces and markets electric tractors that are based on our patented electronic drive system. The original electric tractors using this patented technology, the Electric OX, were produced by Electric Tractor Corporation of Baden, Ontario (the “Baden Company”), between 1998 and 2005. In 2010, we acquired the patent to the electronic drive system along with some other assets that were originally owned by the Baden Company. We intend to develop a new generation of electric utility tractors called the Electric OX2 utility Tractor. It is expected that we will require $2.5 million in investment over the next two years to execute our business plan.
Critical Accounting Policies and Estimates
General
This management’s discussion and analysis of financial condition and results of operations are based upon our financial statements, which have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
There have been no significant changes in our critical accounting policies as disclosed in the Notes to our Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission on June 13, 2014.
Comparison of Three Months ended September 30, 2014 and 2013
Revenues
Due to our lack of funds, our operations are very limited. As a result, we realized no revenue from August 14, 2006 (inception) to September 30, 2014.
Consulting Fees
Our expense for the three months ended September 30, 2014 of consulting fees decreased to $1,700 as compared with $76,981 for the same period in 2013. As of September 30, 2014, we had an accumulated balance owed to our President and Vice President of Marketing for their services as officers in the amount of $97,941.
Professional Fees
Our professional fees decreased to $4,705 for the three months ended September 30, 2014 as compared to $12,364 for the three months ended September 30, 2013. Professional fees include our accounting fees, legal fees for SEC reporting and advisory work.
1
General Operating Expense
We incurred $77 and $1,726 for office supplies in the three months ended September 30, 2014 and 2013, respectively.
Our rent was $3,300 for both the three months ended September 30, 2014 and 2013.
Net Loss
We realized a net loss of $9,782 for the three months ended September 30, 2014 as compared to a loss of $94,371 for the three months ended September 30, 2013. The decrease is primarily related to the decrease of $75,281 in consulting expenses.
Comparison of Nine Months ended September 30, 2014 and 2013
Revenues
Due to our lack of funds, our operations are very limited. As a result, we realized no revenue from August 14, 2006 (inception) to September 30, 2014.
Consulting Fees
Our expense for the nine months ended September 30, 2014 of consulting fees decreased to $33,660 as compared with $144,802 for the same period in 2013. $29,686 of the consulting fees consisted of fees owed to our President and Vice President of Marketing for their services. As of September 30, 2014, we had an accumulated balance owed to these officers in the amount of $97,941.
Professional Fees
Our professional fees decreased to $15,001 for the nine months ended September 30, 2014 as compared to $21,984 for the nine months ended September 30, 2013. Professional fees include our accounting fees, legal fees for SEC registration, SEC reporting and advisory work.
General Operating Expense
We incurred $1,190 and $2,342 for office supplies in the nine months ended September 30, 2014 and 2013, respectively.
Our rent was $9,900 for both the nine months ended September 30, 2014 and 2013.
Net Loss
We realized a net loss of $60,761 for the nine months ended September 30, 2014 as compared to a loss of $179,028 for the nine months ended September 30, 2013. The decrease is primarily related to the decrease of $111,142 in consulting expenses.
Liquidity and Capital Resources
Since we initiated our business operations in 2010, our operations have been funded primarily by loans from RA Zirger Holdings, Inc., a company controlled by our director and officer, Richard Zirger and a majority shareholder of the Company. From inception through the period ended September 30, 2014, our operations were funded by loans from RA Zirger Holdings in the amount of $313,495. For the nine month period-ended September 30, 2014 we were funded by loans in the amount of $35,818.
We currently have $0 of inventory and $0 cash on hand. Therefore, in order to carry on our business, we must obtain additional capital.
We continue to actively seek investment capital. At the present time, we continue to rely on funding from our majority shareholder RA Zirger Holdings, Inc.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.
2
Plan of Operation
We expect to need $2.5 million in investment over the next two years to execute our business plan. Absent such investment to fund our two-year plan, as more fully set forth below, we believe our majority shareholder intends to continue subsidizing our administrative expenses and that our director and officer will continue to provide his time without charge, during the next 12 months. While we do not have formal repayment terms for the funds advanced on our behalf, we expect that we will be required to pay back such funding in the future or to issue shares of common stock in lieu of cash.
The initial use of proceeds will be used to upgrade components in our current controller. We will also be updating the body design of our Electric OX2 utility tractor to provide improved curb appeal and driver ergonomics. Funds will also be used to finance the startup of the motor and gearbox manufacturing.
The following represents our expected use of proceeds should we succeed in securing capital:
Manufacturing and production
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Drive Motors to be purchased from a source that we have identified, $20,000 for the first month and $30,000 per month thereafter for as long as the tractors are being assembled.
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Frame tooling together with other metal components - $25,000.
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●
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Most assembly tooling is available, therefore there is no immediate cost. Small tools have to be repurchased as required by the assembly line. Estimated total cost is $10,000.
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Body design update and tooling – over a 3 month period - $75,000
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●
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Cutting Motors and Gear Boxes - Estimated at $35,000.
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●
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Office and Plant - $12,000 for first and last month’s rent. Manpower costs for set up of equipment and production equipment - $6,000 per month, increasing after 4 months.
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●
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Production Engineer and plant manager - $18,000 per month.
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We expect that upon launch, sales will be directly handled by internal sales staff responding to orders placed on our website until a dealer network is in place. We are unable to initiate the launch of the products until we have obtained adequate funding for our business plan. Currently, we have one commissioned sales person who is receiving indications of interests through our website.
As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.
Evaluation of Disclosure Controls and Procedures
Our Chief Executive and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures, including internal control over financial reporting, were not effective, as of September 30, 2014, to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended (i) is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are intended to be designed to provide reasonable assurance that such information is accumulated and communicated to our management. Based on this evaluation, our management concluded that our internal control over financial reporting was not effective as of September 30, 2014.
We have concluded that there are material weaknesses in our disclosure controls and procedures and they were not effective for the following reasons:
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1.
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Due to our small size and lack of resources, we do not have sufficient accounting staff to allow timely decisions regarding disclosures.
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2.
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We do not have sufficient accounting staff to allow for segregation of accounting or management duties.
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3
Accordingly, we concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by our internal controls.
As a result of the material weaknesses described above, management has concluded that we did not maintain effective internal control over financial reporting as of September 30, 2014 based on criteria established in Internal Control—Integrated Framework issued by COSO.
Changes in Internal Controls over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the quarter ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
4
PART II – OTHER INFORMATION
From time to time, we may be involved in legal matters arising in the ordinary course of business. While we believe that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which we are or could become involved in litigation, will not have a material adverse effect on our business, financial condition or results of operations in the future
There have been no material changes from risk factors previously disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the Securities and Exchange Commission on June 13, 2014.
During the quarter ended September 30, 2014, we did not issue or sell any unregistered equity securities.
Not applicable.
Not applicable.
None.
| Exhibit Number | Description | |
| 3.1 | Articles of Incorporation for Tabularasa Corp., dated August 14, 2006 (filed as Exhibit 3.1(I) to the S-1 filed November 2, 2012, and incorporated herein by reference). | |
| 3.2 | Articles of Amendment for Tabularasa Corp., dated March 19, 2010 (filed as Exhibit 3.1(II) to the S-1 filed November 2, 2012, and incorporated herein by reference). | |
| 3.3 | Bylaws of Electric Tractor Corp. (filed as Exhibit 3.2 to the S-1 filed December 2, 2010, and incorporated herein by reference). | |
| 3.4 | Articles of Amendment for Electric Tractor Corp., dated February 25, 2011 (filed as Exhibit 3.1 (III) to the S-1 filed November 2, 2012, and incorporated herein by reference). | |
| 3.5 | Bylaws of Electric Tractor, as amended (filed as Exhibit 3.2(I) to the S-1/A filed March 15, 2011, and incorporated herein by reference). | |
| 10.1 | Assignment of Plastics Intellectual Property, dated December 30, 2007 (filed as Exhibit 10.2 to the S-1/A filed March 15, 2011, and incorporated herein by reference). | |
| 10.2 | Asset Purchase Agreement between Electric Tractor Corp. and Tabularasa Corp., dated January 2, 2010 (filed as Exhibit 10.1 to the S-1/A filed March 14, 2013, and incorporated herein by reference). | |
| 31.1 | Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). | |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). | |
| 101.INS | XBRL Instance Document (filed herewith). | |
| 101.SCH | XBRL Taxonomy Extension Scheme (filed herewith). | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase (filed herewith). | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase (filed herewith). | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase (filed herewith). | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase (filed herewith). |
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In accordance with 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.
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ELECTRIC TRACTOR CORP.
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Date: November 13, 2014
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By:
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/s/ Richard Zirger | |
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Richard Zirger
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Chief Executive Officer and Chief Financial Officer
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(Principal Executive Officer, and Principal Financial and Accounting Officer)
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