UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

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

 

For the quarterly period ended October 31, 2014

 

or

 

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

 

For the transition period from ______to______.

 

Commission File Number: 333-170118

 

UNIQUE GROWING SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		27-2830681
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

100 Europa Drive Chapel Hill, NC		27517
(Address of principal executive offices)		(Zip Code)

 

 

919-933-2720

(Registrant’s telephone number, including area code)

 

 

n/a

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by 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  ☐  No  ☒

 

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

 

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

 

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller Reporting Company	☒
(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  ☒

 

As of December 10, 2014, there were 18,506,528 shares, $0.0001 par value per share, of common stock outstanding.

 

 

 

UNIQUE GROWING SOLUTIONS, INC.

 

Quarterly Report on Form 10-Q for the

Period Ended October 31, 2014

 

INDEX

 

PART I— FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Control and Procedures	13
PART II— OTHER INFORMATION
Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	15
SIGNATURES		16

 

 

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

 

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

 

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management, any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

 

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

 

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

 

CERTAIN TERMS USED IN THIS REPORT

 

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

 

Except as otherwise indicated, the information presented in this 10-Q reflects our 3-for-1 forward stock split, which became effective as of August 22, 2012.

 

 

PART I—FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

Unique Growing Solutions, Inc.

(f/k/a Alternative Energy & Environmental Solutions, Inc.)

Condensed Balance Sheets

 

ASSETS

		October 31, 2014				July 31, 2014
		(Unaudited)
Current Assets
Cash		$	13,540			$	177,181
Note Receivable, net			-				-
Total Assets		$	13,540			$	177,181
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts Payable & Accrued Expenses		$	116,155			$	218,727
Accrued Interest Payable			5,184				4,313
Notes Payable			140,478				26,034
Notes Payable - Related Party			-				100,000
Total  Liabilities			261,817				349,074
Commitments and Contingencies (See Note 5)
Stockholders' Deficiency
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, none issued  and outstanding			-				-
Common stock, $0.0001 par value; 100,000,000 shares authorized,18,506,528 shares and 18,406,528 issued and outstanding, respectively			1,851				1,841
Additional paid-in capital			1,353,830				1,087,328
Accumulated deficit			(1,603,958	)			(1,261,062	)
Total Stockholders' Deficiency			(248,277	)			(171,893	)
Total Liabilities and Stockholders' Deficiency		$	13,540			$	177,181

 

See accompanying notes to unaudited condensed financial statements

 

 

Unique Growing Solutions, Inc.

(f/k/a Alternative Energy & Environmental Solutions, Inc.)

Condensed Statements of Operations

(Unaudited)

 

		For the Three Months Ended
		October 31, 2014				October 31, 2013
Operating Expenses
Professional fees		$	9,120			$	11,027
Consulting Expense			65,500				13,663
Stock Based Compensation - Settlement Agreement			260,000				-
General and administrative			4,636				5,915
Total Operating Expenses			339,256				30,605
LOSS FROM OPERATIONS BEFORE INCOME TAXES			(339,256	)			(30,605	)
Other Expenses
Interest Expense			(3,640	)			(3,335	)
Provision for Income Taxes			-				-
NET LOSS		$	(342,896	)		$	(33,940	)
Net Loss Per Share  - Basic and Diluted		$	(0.02	)		$	(0.00	)
Weighted average number of shares outstanding  during the period - Basic and Diluted			18,432,615				18,077,550

 

See accompanying notes to unaudited condensed financial statements

 

 

Unique Growing Solutions, Inc.

(f/k/a Alternative Energy & Environmental Solutions, Inc.)

Condensed Statement of Changes in Stockholders' Deficiency

For the three months ended October 31, 2014

(Unaudited)

 

		Preferred Stock								Common stock								Additional paid-in				Accumulated				Total Stockholders'
		Shares				Amount				Shares				Amount				capital				Deficit				Deficiency
Balance, July 31, 2014			-			$	-				18,406,528			$	1,841			$	1,087,328			$	(1,261,062	)		$	(171,893	)
In kind contribution of services			-				-				-				-				3,900				-				3,900
Payment of expenses on Company's behalf			-				-				-				-				2,612				-				2,612
Stock based compensation - settlement agreement			-				-				100,000				10				259,990				-				260,000
Net loss for the three months ended October 31, 2014			-				-				-				-				-				(342,896	)			(342,896	)
Balance, October 31, 2014			-			$	-				18,506,528			$	1,851			$	1,353,830			$	(1,603,958	)		$	(248,277	)

 

See accompanying notes to unaudited condensed financial statements

 

Unique Growing Solutions, Inc.

(f/k/a Alternative Energy & Environmental Solutions, Inc.)

Condensed Statements of Cash Flows

(Unaudited)

 

		For the Three Months Ended
		October 31, 2014				October 31, 2013
Cash Flows Used in Operating Activities:
Net Loss		$	(342,896	)		$	(33,940	)
Adjustments to reconcile net loss to net cash used in operations
Stock based compensation - settlement agreement			260,000				-
In-kind contribution of services			3,900				3,900
In-kind contribution of interest			-				244
Payments of expenses on the Company's behalf			2,612				-
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable and accrued expenses			(101,701	)			28,295
Net Cash Used In Operating Activities			(178,085	)			(1,501	)
Cash Flows From Financing Activities:
Proceeds from note payable			114,444				1,500
Repayment of loan payable - Related party			(100,000	)			-
Net Cash Provided by Financing Activities			14,444				1,500
Net Decrease in Cash			(163,641	)			(1	)
Cash at Beginning of Period			177,181				125
Cash at End of Period		$	13,540			$	124
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest		$	-			$	-
Cash paid for taxes		$	-			$	-

 

See accompanying notes to unaudited condensed financial statements

 

Unique Growing Solutions, Inc.

(f/k/a Alternative Energy & Environmental Solutions, Inc.)

NOTES TO FINANCIAL STATEMENTS

AS OF OCTOBER 31, 2014

(UNAUDITED)

 

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

 

(A) Organization and Basis of Presentation

 

Alternative Energy and Environmental Solutions, Inc. (the "Company") was incorporated under the laws of the State of Nevada on June 10, 2010 to market an innovative new biotechnology that utilizes nutrient stimulants - organic microbes - to extract coalbed methane more efficiently in high-production as well as from low-producing, depleted and abandoned coalmines in the U.S. Coalbed methane is a clean-burning natural gas used for heating in homes and is used to generate electricity.

 

On August 28, 2014, the Company filed an amendment to its Articles of Incorporation changing the name of the Company to “Unique Growing Solutions, Inc.”

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information.  Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

 

It is management’s opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statements presentation.  The results for the interim period are not necessarily indicative of the results to be expected for the year.

 

(B) Use of Estimates

 

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include valuation of equity based on transactions and the valuation on deferred tax assets.

 

(C) Cash and Cash Equivalents

 

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At October 31, 2014 and July 31, 2014, the Company had no cash equivalents.

 

(D) Loss Per Share

 

In accordance with the accounting guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, Earnings per Share, basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

 

Since the Company reflected a net loss for the three months ended October 31, 2014 and 2013, the effect of 5,826,122 and 6,155,100 warrants, respectively, is anti-dilutive. A separate computation of diluted loss per share is not presented.

 

(E) Income Taxes

 

The Company accounts for income taxes under FASB ASC Topic 740, Income Taxes (“ASC Topic 740”). Under ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

(F) Business Segments

 

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

 

 

Unique Growing Solutions, Inc.

(f/k/a Alternative Energy & Environmental Solutions, Inc.)

NOTES TO FINANCIAL STATEMENTS

AS OF OCTOBER 31, 2014

(UNAUDITED)

 

(G) Revenue Recognition

 

The Company will recognize revenue on arrangements in accordance with FASB ASC Topic 605, Revenue Recognition. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

 

(H) Fair Value of Financial Instruments

 

The carrying amounts on the Company’s financial instruments including accounts payable and notes payable, approximate fair value due to the relatively short period to maturity for these instruments.

 

(I) Recent Accounting Pronouncements

 

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity-which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods therein. Early application with the first annual reporting period or interim period for which the entity’s financial statements have not yet been issued (Public business entities) or made available for issuance (other entities). The Company adopted this pronouncement for the year ended July 31, 2014.

 

In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. As of August 31, 2014, we have adopted the provisions of this ASU. 

 

NOTE 2    NOTES PAYABLE

 

On October 10, 2014, the Company issued an unsecured promissory note to a non-related party in the amount of $100,000 which is due on or before the 90^th day from October 10, 2014. The note bears interest at a rate of 9% per annum.  As of October 31, 2014, the Company recorded $518 in accrued interest.

 

On August 29, 2014 the Company entered into a promissory note with a non-related party. This is a non-interest bearing loan for $14,444 and is due on demand.

 

On November 13, 2012, the Company received $6,034 from an unrelated party. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. For the year ended July 31, 2014 the Company recorded $387 as an in-kind contribution of interest. For the three months ended October 31, 2014 and 2013, the Company recorded $0 and $95, respectively, as an in-kind contribution of interest (see Note 4(A)).

 

On August 23, 2011, the Company issued an unsecured promissory note in the amount of $10,000 which was due on August 23, 2012 and bearing compounding interest at a rate of 6% per annum.  Interest on the outstanding principal balance is payable quarterly in arrears on the last day of each calendar quarter. The Company is currently in default of this note and expects to make the necessary payments whenever the Company is able to make such payments.  Then on December 28, 2011, the Company issued an additional unsecured promissory note in the amount of $10,000 which was due on December 28, 2012 and bearing compounding interest at a rate of 6% per annum.  Interest on the outstanding principal balance is payable quarterly in arrears on the last day of each calendar quarter. The Company is currently in default of these notes and expects to make the necessary payments whenever the Company is able to make such payments.  As of October 31, 2014 and July 31, 2014, the Company recorded $3,939 and $3,585, in accrued interest, respectively.

 

 

Unique Growing Solutions, Inc.

(f/k/a Alternative Energy & Environmental Solutions, Inc.)

NOTES TO FINANCIAL STATEMENTS

AS OF OCTOBER 31, 2014

(UNAUDITED)

 

NOTE 3   NOTES PAYABLE - RELATED PARTY

 

On November 4, 2013, the Company issued an unsecured promissory note to a related party in the amount of $100,000 which is due on February 3, 2014. The note bears interest at a rate of 8% per annum.  On August 1, 2014 the Company repaid the $100,000 note and $5,333 of accrued interest.  As of October 31, 2014 and July 31, 2014, the Company recorded $0 and $6,060, respectively, in accrued interest (see Note 6).

 

During the year ended July 31, 2013, a related party paid $2,023 in expenses on Company’s behalf in exchange for a note payable.  Pursuant to the terms of the note, the note was non-interest bearing, unsecured and was due on demand. During the year ended July 31, 2014, the same related party paid $1,500 in expenses on the Company’s behalf in exchange for a note payable. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. For the year ended July 31, 2013 the Company recorded $31 as an in-kind contribution of interest. For the year ended July 31, 2014 the Company recorded $42 as an in-kind contribution of interest. The note was repaid in full during the year ended July 31, 2014 (see Notes 4(A) & 6).

 

On June 10, 2013, the Company received $7,694 from a related party. Pursuant to the terms of the note, the note was non-interest bearing, unsecured and was due on demand. For the year ended July 31, 2013 the Company recorded $64 as an in-kind contribution of interest. For the year ended July 31, 2014 the Company recorded $129 as an in-kind contribution of interest. The note was repaid in full during the year ended July 31, 2014 (see Notes 4(A) & 6). 

 

NOTE 4   STOCKHOLDERS’ DEFICIENCY

 

(A) In-Kind Contribution

 

For the three months ended October 31, 2014, a shareholder of the Company contributed services having a fair value of $3,900 (See Note 6).

 

For the year ended July 31, 2014, a shareholder of the Company contributed services having a fair value of $15,600 (See Note 6).

 

For the year ended July 31, 2014, the Company recorded a total of $557 as an in-kind contribution of interest (See Notes 2, 3 & 6).

 

For the year ended July 31, 2013, a shareholder of the Company contributed services having a fair value of $15,600 (See Note 6).

 

For the year ended July 31, 2013 the Company recorded a total of $355 as an in-kind contribution of interest (See Notes 2, 3 & 6).

 

 

 

Unique Growing Solutions, Inc.

(f/k/a Alternative Energy & Environmental Solutions, Inc.)

NOTES TO FINANCIAL STATEMENTS

AS OF OCTOBER 31, 2014

(UNAUDITED)

 

(B) Warrants

 

The following tables summarize all warrant grants for the quarter ended October 31, 2014, and the related changes during these periods are presented below.

  

				Number of Warrants				Weighted Average Exercise
	Warrants
	Balance at July 31, 2014				5,826,122			$	0.83
	Granted				-				-
	Exercised				-				-
	Forfeited				-				-
	Balance at October 31, 2014				5,826,122				0.83
	Warrants exercisable at October 31, 2014				5,826,122			$	0.83

  

Of the total warrants outstanding, 5,826,122 are fully vested, exercisable and non-forfeitable.

 

These warrants are immediately exercisable at $0.83 per share and are immediately callable by the Company if the Company’s common stock trades for a period of 20 consecutive days at an average trading price of $1.00 per share or greater. This option gives the Company the right, but not the obligation to repurchase the shares of common stock.  During the three months ended October 31, 2014 and year ended July 31, 2014, the average trading price exceeded $1.00 per share and the options are callable by the Company, although none have been called to date.

 

During the year ended July 31, 2014, the Company issued 328,978 shares of common stock, in connection with the exercise of stock warrants, for proceeds of approximately $273,056.

 

(C) Payments made on the Company’s behalf

 

For the three months ended October 31, 2014, a related party paid legal expenses on behalf of the Company totaling $2,612, which was forgiven and recorded as an in-kind contribution of capital (See Note 6).

 

NOTE 5  COMMITMENTS AND CONTINGENCIES

 

On June 4, 2010, the Company entered into a consulting agreement with a related party to receive administrative and other miscellaneous services. The Company is required to pay $4,500 a month. The agreement is to remain in effect unless either party desires to cancel the agreement (See Note 6).

 

On August 1, 2014, the Company entered into an Employment Agreement with a member of the board of directors to serve as the Chief Executive Officer, President, and Chief Financial Officer of the Company. Pursuant to the Agreement and in consideration for his services as the sole officer of the Company, the Company immediately issued 25 million shares of the Company’s common stock to the new CEO. At the time, the CEO had control of over 50% of the Company’s common stock, giving the CEO control of the Company. In addition, pursuant to the Agreement, the CEO was to be paid $240,000 in base salary per year and, once a Certificate of Designation of “Series A Preferred Stock” was filed with the Secretary of State of the State of Nevada, the CEO was to be issued shares of the Company’s Series A Series Preferred Stock. Subsequently, on October 7, 2014, the Company entered into a settlement and release agreement with the CEO.   In connection with the release and settlement agreement, the CEO submitted his resignation and the future issuance of shares of preferred stock was cancelled.

 

In addition, the Company agreed to the following additional terms in connection with the release:

 

	●	Payment of $40,000 to the old CEO which represented two months of salary. This was paid during October 2014.
	●	Payment of a one-time consulting fee of $12,000 to the old CEO. This was paid during October 2014.

 

 

Unique Growing Solutions, Inc.

(f/k/a Alternative Energy & Environmental Solutions, Inc.)

NOTES TO FINANCIAL STATEMENTS

AS OF OCTOBER 31, 2014

(UNAUDITED)

 

	●	The old CEO is to return the physical share certificates evidencing his ownership of 25 million shares of the Company’s common stock and the Company will then instruct its transfer agent to cancel these 25 million shares. As of October 31, 2014, these shares had not yet been cancelled but were subsequently cancelled (See Note 9).
	·	The Company is required to: (i) issue 100,000 shares of the Company’s common stock to the old CEO; and (ii) change its name from Unique Growing Solutions to another name. For the three months ended October 31, 2014, the Company issued 100,000 shares valued at $260,000 ($2.60/share). The name had not yet been changed.
	●	In the event that an additional agreed upon event occurs, the Company shall issue an additional 100,000 shares of the Company’s common stock to the old CEO. For the three months ended October 31, 2014, no additional shares were issued.

 

NOTE 6   RELATED PARTY TRANSACTIONS

 

On June 4, 2010, the Company entered into a consulting agreement with a related party to receive administrative and other miscellaneous services. The Company is required to pay $4,500 a month. The agreement is to remain in effect unless either party desires to cancel the agreement (See Note 5).

 

On November 4, 2013, the Company issued an unsecured promissory note to a related party in the amount of $100,000 which is due on February 3, 2014. The note bears interest at a rate of 8% per annum.  On August 1, 2014 the Company repaid the $100,000 note and $5,333 of accrued interest.  As of October 31, 2014 and July 31, 2014, the Company recorded $0 and $6,060, respectively, in accrued interest (See Note 3).

 

For the three months ended October 31, 2014, a related party paid legal expenses on behalf of the Company totaling $2,612, which was forgiven and recorded as an in-kind contribution of capital (See Note 4 (C )).

 

During the year ended July 31, 2013, a related party paid $2,023 in expenses on Company’s behalf in exchange for a note payable.  Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. During the year ended July 31, 2014, the same related party paid $1,500 in expenses on the Company’s behalf in exchange for a note payable. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. For the year ended July 31, 2013 the Company recorded $31 as an in-kind contribution of interest. The note was repaid in full during the year ended July 31, 2014 (See Notes 3 & 4(B)).

 

During the year ended July 31, 2013 the Company received $7,694 from a related party. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. The note was repaid in full during the year ended July 31, 2014 (See Notes 3 & 4(A)).

 

For the year ended July 31, 2014 the Company recorded a total of $557 as an in-kind contribution of interest (See Notes 2, 3 & 4(A)).

 

For the three months ended October 31, 2014, a shareholder of the Company contributed services having a fair value of $3,900 (See Note 4 (A)).

 

For the year ended July 31, 2014, a shareholder of the Company contributed services having a fair value of $15,600 (See Note 4(A)).

 

For the year ended July 31, 2013, a shareholder of the Company contributed services having a fair value of $15,600 (See Note 4(A)).

 

For the year ended July 31, 2013 the Company recorded a total of $355 as an in-kind contribution of interest (See Notes 2, 3 & 4(A)).

 

 

Unique Growing Solutions, Inc.

(f/k/a Alternative Energy & Environmental Solutions, Inc.)

NOTES TO FINANCIAL STATEMENTS

AS OF OCTOBER 31, 2014

(UNAUDITED)

 

NOTE 7   NOTE RECEIVABLE

 

On November 13, 2013 the Company advanced $25,000 to an unrelated party. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. The Company recorded an allowance for doubtful accounts of $25,000 as of October 31, 2014 and July 31, 2014 for this note.

 

NOTE 8   GOING CONCERN

 

As reflected in the accompanying financial statements, the Company has minimal operations, a working capital and stockholders’ deficiency of $248,277, used cash in operations of $178,085 and has a net loss of $342,896 for the three months ended October 31, 2014. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

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

 

NOTE 9   SUBSEQUENT EVENTS

 

On November 19, 2014, the Company recorded $7,500 as a bonus to the current CEO for his extra time involved with negotiating and concluding the settlement and release agreement with the former CEO.

 

On December 11, 2014, the 25,000,000 shares of common stock issued to the former CEO were returned and cancelled (See Note 5).

 

 

 

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

 

The following plan of operations provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

 

Overview

 

The Company was incorporated in the State of Nevada on June 10, 2010 to bring to market and license its innovative new biotechnology for the environmentally friendly and cost-effective extraction of natural gas (coalbed methane) from low-producing, depleted and abandoned coal mines in the U.S. Using organic stimulants to increase the availability of natural gas, the new Unique Growing Solutions technology could help licensees tap a market with potential.

 

Coalbed methane is a clean-burning natural gas used for heating and electricity generation. According to the U.S Geological Survey, natural gas reserves from the Powder River Basin of Montana and Wyoming alone approach 22 trillion cubic feet (Tcf.) Between 1997 and 2007, the number of wells drilled for natural gas extraction in this area reached 22,000. With the U.S. energy industry aggressively trying to adopt cleaner, renewable energy sources, coalbed methane is becoming an extremely valuable fuel. Operators in the Powder River Basin area are seeking innovative new biotechnology for the efficient and cost-effective extraction of this natural gas from coalmines that are underperforming.

 

The Company plans to market its biotechnology to the 100 or so coalmine and natural gas concerns in the Power River Basin area. The business strategy is to license this innovative solution for cost-effective and efficient coalbed methane extraction from the 50 percent or more of the existing wells that are abandoned, depleted or under-producing. This technology can also be used on high-production wells to keep them at top capacity for far longer.

 

Change in Control

 

On May 22, 2012, the Company, Scott Williams and David Callan (the “Sellers”) and Peter Coker (the “Purchaser”) entered into and closed a stock purchase agreement (the “Stock Purchase Agreement”), whereby the Purchaser purchased from the Sellers 14,700,000 shares of common stock of the Company, par value $0.0001 per share (the “Shares”), representing approximately 81.5% of the issued and outstanding shares of the Company, for an aggregate purchase price of $490 (the “Purchase Price”).

 

In connection with the closing of the Stock Purchase Agreement, on May 22, 2012, Scott Williams, Dave Callan and John Tilger each submitted to the Company a resignation letter pursuant to which they resigned from their respective positions as directors of the Company. In addition, Scott Williams resigned from his position as President and Chief Executive Officer of the Company and Dave Callan resigned from his position as Chief Financial Officer and Secretary of the Company. The resignations of Mr. Williams, Mr. Callan and Mr. Tilger were not a result of any disagreements relating to the Company’s operations, policies or practices.

 

On May 22, 2012, by a consent to action without meeting by unanimous consent of the board of directors of the Company (the “Board”), the Board accepted the resignations of Mr. Williams, Mr. Callan and Mr. Tilger and appointed Peter Coker serve as the President, Chief Executive Officer, Chief Financial Officer and sole director of the Company.

 

On August 22, 2012, a three–for-one forward stock split was declared effective for stockholders of record on June 5, 2012.

 

On August 1, 2014, the Company issued 25 million shares of common stock to Mr. Johnson giving him control of the company via his ownership of over 50% of the Company’s common stock.

 

On August 28, 2014, the Company filed an amendment to its Articles of Incorporation changing the name of the Company to “Unique Growing Solutions, Inc.”

 

Effective as of October 7, 2014, pursuant to a Settlement Agreement and Release (the “Settlement Agreement”), by and among the Company, Mr. Johnson, and Mr. Bianchi, Mr. Johnson will be returning the physical share certificates evidencing his ownership of 25 million shares of the Company’s common stock and the Company will then instruct its transfer agent to cancel these 25 million shares. On December 11, 2014, these shares were cancelled. Pursuant to the Settlement Agreement the Company was required to: (i) issue 100,000 shares of the Company’s common stock to Mr. Johnson; and (ii) change its name from Unique Growing Solutions to another name. As of December 15, 2014 these shares were issued and the name had not yet been changed.

 

 

Plan of Operation

 

Unique Growing Solutions, Inc. (f/k/a Alternative Energy & Environmental Solutions, Inc.) plans to bring to market and license its innovative new biotechnology for the environmentally friendly and cost-effective extraction of natural gas (coalbed methane) from low-producing, depleted and abandoned coal mines in the U.S. Using organic stimulants to increase the availability of natural gas, the new Unique Growing Solutions technology could help licensees tap a market with potential.

 

The Company plans to market its biotechnology to the 100 or so coalmine and natural gas concerns in the Power River Basin area of Montana and Wyoming. The business strategy is to license this innovative solution for cost-effective and efficient coalbed methane extraction from the 50 percent or more of the existing wells that are abandoned, depleted or under-producing. This technology can also be used on high-production wells to keep them at top capacity for far longer.

 

The Company’s plan of operation over the next 12 months is to continue to decrease costs of operation. In addition, the Company will continue to look for a strategic partner in the alternative energy area. However, the Company cannot make any guarantee that it will be successful in obtaining a strategic partner, nor will it decrease its costs of operation.

 

Limited Operating History

 

We have not previously demonstrated that we will be able to expand our business. We cannot guarantee that the expansion efforts described in this annual report will be successful. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our renovation services offering.

 

Results of Operations

 

Comparison for the three months ended October 31, 2014 and 2013

 

Revenue: Revenues for the three months ended October 31, 2014 were $0, compared with $0 in the three months ended October 31, 2013, reflecting no change, which was primarily attributable to the lack of ability to secure a strategic partner and operations to generate revenue.

 

Total Operating Expenses: Total operating expenses for the three months ended October 31, 2014 were $339,256 compared with $30,605 in the three months ended October 31, 2013, reflecting an increase of $308,651. The increase was primarily attributable to the stock based compensation paid out as part of the Settlement Agreement and to an increase in consulting expenses.

 

Loss from Operations: Loss from operations for the three months ended October 31, 2014 were $339,256 compared with $30,605 in the three months ended October 31, 2013, reflecting an increase of $308,651. The increase was primarily attributable to the stock based compensation paid out as part of the Settlement Agreement and to an increase in consulting expenses.

 

Net loss: We incurred a net loss of $342,896 in the three months ended October 31, 2014, compared to a net loss of $33,940 in the three months ended October 31, 2013, reflecting an increase of $308,956 or 910%.  The increase was primarily attributable to the stock based compensation paid out as part of the Settlement Agreement and to an increase in consulting expenses.

 

Liquidity and Capital Resources

 

We raised cash to grow our business through a private placement that was completed on July 31, 2010.  If we determine that we need more money to build our business, we will seek alternative sources, like a second private placement of securities or additional loans from our officers or others. At the present time, we do not have enough cash to continue operations for 12 months and we have not made any arrangements to raise additional cash. We are actively seeking a strategic partner to merge with or sell to. If we are unable to find an investor or strategic partner or buyer, we will either have to suspend or cease our expansion plans entirely. Other than as described in this Form 10-Q, we have no other financing plans.

 

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

 

As reflected in the accompanying financial statements, the Company has minimal operations, a working capital and stockholders’ deficiency of $248,277, used cash in operations of $178,085 and has a net loss of $342,896 for the three months ended October 31, 2014. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

 

Critical Accounting Policies

 

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application.

 

The Company accounts for income taxes under FASB ASC Topic 740 income taxes (“ASC Topic 740”).  Under ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

Recent Accounting Pronouncements

 

Recent accounting pronouncements issued by FASB (including the Emerging Issues Task Force), the AICPA, and the SEC, did not or are not believed by the Company’s management, to have a material impact on the Company’s present or future financial statements.

 

Off Balance Sheet Transactions

 

None.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Smaller reporting companies are not required to provide the information required by this item.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 ("Exchange Act"), the Company carried out an evaluation, with the participation of the Company's management, including the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company's CEO and CFO concluded that the Company's disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Company's CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure as a result of continuing material weaknesses in its internal control over financial reporting.

 

 

During the assessment of the effectiveness of internal control over financial reporting, our management identified material weaknesses related to the lack of requisite U.S. generally accepted accounting principles (GAAP) expertise of our Chief Financial Officer and our internal bookkeeper. This lack of expertise to prepare our financial statements in accordance with U.S. GAAP without the assistance of the outside accounting consultant hired to ensure that our financial statements are prepared in accordance with U.S. GAAP constitutes a material weakness in our internal control over financial reporting. In order to mitigate the material weakness, we engaged an outside accounting consultant to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity to U.S. GAAP. This outside accounting consultant has significant experience in the preparation of financial statements in conformity with U.S. GAAP. We believe that the engagement of this consultant will lessen the possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis, and we will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate. We expect to continue to rely on this outside consulting arrangement to supplement our internal accounting staff for the foreseeable future. Until such time as we hire the proper internal accounting staff with the requisite U.S. GAAP experience, however, it is unlikely we will be able to remediate the material weakness in our internal control over financial reporting.

 

Changes in Internal Controls over Financial Reporting

 

There were no changes that occurred to our internal control over financial reporting during our most recently completed fiscal quarter 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.

 

None.

 

Item 1A. Risk Factors.

 

Smaller reporting companies are not required to provide the information required by this item.

 

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

 

On October 7, 2014, pursuant to the Settlement Agreement, the Company issued 100,000 new shares to its former officer, Richard Johnson.

 

The above shares were issued in reliance on the exemption under Section 4(2) of the Securities Act. These shares of our common stock qualified for exemption under Section 4(2) since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, manner of the issuance and number of shares issued. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

 

Item 3. Defaults Upon Senior Securities.

 

On August 23, 2011, the Company issued an unsecured promissory note in the amount of $10,000 which was due on August 23, 2012 and bearing compounding interest at a rate of 6% per annum. Interest on the outstanding principal balance is payable quarterly in arrears on the last day of each calendar quarter. The Company is currently in default of this note and expects to make the necessary payments whenever the Company is able to make such payments. Then on December 28, 2011, the Company issued an additional unsecured promissory note in the amount of $10,000 which was due on December 28, 2012 and bearing compounding interest at a rate of 6% per annum. Interest on the outstanding principal balance is payable quarterly in arrears on the last day of each calendar quarter. The Company is currently in default of these notes and expects to make the necessary payments whenever the Company is able to make such payments. As of October 31, 2014 and July 31, 2014, the Company recorded $3,939 and $3,585, in accrued interest, respectively.

  

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

 

Item 6. Exhibits

 

Exhibit Number		Description
3.1		Amendment to Articles of Incorporation, dated August 28, 2014 (1).
10.1		Employment Agreement with Richard Johnson, dated August 1, 2014 (2).
10.1		Settlement Agreement and Release, dated October 7, 2014 (3).
31.1		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document

 

101.SCH		XBRL Taxonomy Schema
101.CAL		XBRL Taxonomy Calculation Linkbase
101.DEF		XBRL Taxonomy Definition Linkbase
101.LAB		XBRL Taxonomy Label Linkbase
101.PRE		XBRL Taxonomy Presentation Linkbase

 

In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

 

(1) Incorporated by reference to Exhibit 3.1 to the Current Report to Form 8-K filed with the SEC on October 30, 2014.

 

(2) Incorporated by reference to Exhibit 10.1 to the Current Report to Form 8-K filed with the SEC on August 8, 2014.

 

(3) Incorporated by reference to Exhibit 10.1 to the Current Report to Form 8-K filed with the SEC on October 30, 2014.

 

 

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.

 

	UNIQUE GROWING SOLUTIONS, INC.
Date: December 15, 2014	By:	/s/ Peter Coker
		Peter Coker
		President, Chief Executive Officer, and Chief Financial Officer (Duly Authorized Officer, Principal Executive Officer and Principal Financial and Accounting Officer)

 

 

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