UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x

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

 

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015

 

Commission file number 333-199371

 

CARBON CREDIT INTERNATIONAL INC.

 

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation or organization)

 

2205 Ninth Avenue

Los Angeles, CA 90018

(Address of principal executive offices, including zip code.)

 

(212) 729-4105

(Telephone number, including area code)

 

1247 N. ORANGE GROVE AVE

SUITE 106

LOS ANGELES, CA 90046

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 90 days. YES  x   NO o

 

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

 

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

 

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

 

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

 

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 20,804,000 shares as of November 3, 2015.

 

   

			Page  No.
	PART I.
	FINANCIAL INFORMATION
Item 1.	Financial Statements		3
	Balance Sheet at September 30, 2015 and December 31, 2014 (unaudited)		3
	Statements of Operations for the three months and nine months ended September 30, 2015 (unaudited) and the period August 12, 2014 to September 30, 2014 (unaudited).		4
	Statements of Cash Flows for the nine months ended September 30, 2015 (unaudited) and the period August 12, 2014 to September 30, 2014 (unaudited).		5
	Notes to Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations/Plan of Operation.		13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.
Item 4.	Controls and Procedures.		14
	PART II
	OTHER INFORMATION
Item
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

 

  

CARBON CREDIT INTERNATIONAL, INC.

BALANCE SHEET

 

		September 30, 2015				December 31, 2014
		(unaudited)				(unaudited)
Assets
Current assets
Cash and cash equivalents		$	9,147			$	8,150
Total Current assets			9,147				8,150
Total Assets		$	9,147			$	8,150
Liabilities and Equity(Deficit)
Current liabilities
Accrued Expenses		$	1,000			$	150
Deferred Revenue			0				0
Related Party Officer Demand Loan			6,288				9,288
Total Current Liabilities			7,288				9,438
Commitments and Contingencies - Note 6
CARBON CREDIT INTERNATIONAL, INC. Shareholders' Equity(Deficit)
Common Stock, $0.0001 par value; 75,000,000 shares authorized 20,804,000 and 20,000,000 issued and outstanding at 9/30/2015 and 12/31/2014.			2,080				2,000
Contributed capital in excess of par			18,520				(1,500	)
Accumulated equity(deficit)			(18,741	)			(1,788	)
Total Equity(Deficit)			1,859				(1,288	)
Total Liabilities and Equity(Deficit)		$	9,147			$	8,150

 

"The accompanying notes are an integral part of these financial statements"

 

  

CARBON CREDIT INTERNATIONAL, INC.

STATEMENT OF OPERATIONS

 

		For the Three Months Ended September 30, 2015				For the period August 12, 2014(inception) to September 30, 2014				For the Nine Months Ended September 30, 2015				For the period August 12, 2014(inception) to September 30,  2014
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
Revenues		$	4,000			$	3,000			$	14,875			$	3,000
Operating Expenses			27,648				700				31,828				700
Net Income(Loss) from Operations			(23,648	)			2,300				(16,953	)			2,300
Other Income(Expenses)
Interest Expense			0				0				0				0
Net Income(Loss) from Operations
Before Income Taxes			(23,648	)			2,300				(16,953	)			2,300
Tax Expense			0				0				0				0
Net Income(Loss)		$	(23,648	)		$	2,300			$	(16,953	)		$	2,300
Basic and Diluted Loss Per Share			(0.0011	)		$	0.00				(0.0008	)		$	0.00
Weighted average number of shares outstanding			20,804,000				20,000,000				20,446,667				20,000,000

 

"The accompanying notes are an integral part of these financial statements"

 

  

CARBON CREDIT INTERNATIONAL, INC.

STATEMENT OF CASH FLOWS

 

		For the Nine Months Ended September 30, 2015				For the period August 12, 2014(inception) to September 30, 2014
		(unaudited)				(unaudited)
Cash flows from operating activities:
Net income (loss)		$	(16,953	)		$	(16,953	)
Increase(decrease) in deferred revenue			0				950
Increase(decrease) in  accrued expenses			850				1,500
Net cash used in operating activities			(16,103	)			(14,503	)
Cash flows from investing activities:
Officer Loan			(3,000	)			(3,000	)
Net cash provided(used) by investing activities			(3,000	)			(3,000	)
Cash flows from financing activities:
Sale of Common Stock			20,100				20,100
Net cash provided(used) by financing activities			20,100				20,100
Increase in cash and equivalents			997				2,597
Cash and cash equivalents at beginning of period			8,150				8,150
Cash and cash equivalents at end of period		$	9,147			$	10,747

 

"The accompanying notes are an integral part of these financial statements"

 

 

CARBON CREDIT INTERNATIONAL, INC.

STATEMENT OF CASH FLOWS - CONTINUED

 

		For the Nine Months Ended September 30, 2015				For the period August 12, 2014(inception) to September 30, 2014
		(unaudited)				(unaudited)
SUPPLEMENTAL DISCLOSURE OFCASH FLOW INFORMATION
None		$	0			$	0
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
None		$	0			$	0

 

"The accompanying notes are an integral part of these financial statements"

 

  

Note 1.     Organization, History and Business

 

Carbon Credit International, Inc. (“the Company”) was incorporated in Nevada on August 12, 2014. The Company was established for the purpose of sales and marketing of Carbon Credits. The Company's fiscal year end is December 31. See Note 10, Subsequent Events.

 

Note 2.     Summary of Significant Accounting Policies

  

Revenue Recognition

 

Revenue is derived from contracts with our consumers. Revenue is recognized in accordance with ASC 605. As such, the Company identifies performance obligations and recognizes revenue over the period through which the Company satisfies these obligations. Any contracts that by nature cannot be broken down by specific performance criteria will recognize revenue on a straight line basis over the contractual term of period of the contract.

 

Accounts Receivable

 

Accounts receivable is reported at the customers’ outstanding balances, less any allowance for doubtful accounts.  Interest is not accrued on overdue accounts receivable.

 

Allowance for Doubtful Accounts

 

An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses.  Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers.  Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. 

 

Stock Based Compensation

 

When applicable, the Company will account for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”).  Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on their fair values at the date of grant.

 

The Company accounts for stock-based payments to non-employees in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.”  Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date.

 

The Company calculates the fair value of option grants and warrant issuances utilizing the Binomial pricing model.  The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest.  ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.  The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant.  The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period.  In estimating the forfeiture rate, the Company monitors both stock option and

 

  

Note 2.     Summary of Significant Accounting Policies (continued)

 

warrant exercises as well as employee termination patterns.  The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. 

 

Loss per Share

 

The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since there are no dilutive securities.

 

Cash and Cash Equivalents

 

For purpose of the statements of cash flows, the Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less.

 

Concentration of Credit Risk

 

The Company primarily transacts its business with one financial institution. The amount on deposit in that one institution may from time to time exceed the federally-insured limit.

  

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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

 

Business segments

 

ASC 280, “Segment Reporting” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one operating segment as of September 30, 2015.

 

Income Taxes

 

The Company accounts for its income taxes under the provisions of ASC Topic 740, “Income Taxes.” The method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and liability method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities.

 

  

Note 2.     Summary of Significant Accounting Policies (continued)

 

Emerging growth Company

 

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.

 

Recent Accounting Pronouncements

 

On June 10, 2014, the 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, which eliminates the concept of a development stage entity (DSE) in its entirety from current accounting guidance. The Company has elected early adoption of this new standard.

 

The Company has implemented all other new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

Note 3.     Income Taxes

 

The Company is currently operating at approximately a breakeven rate on an interim basis. Deferred income tax assets and liabilities will be computed annually for differences between financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

 

The effective tax rate on the net loss before income taxes differs from the U.S. statutory rate as follows:

 

		9/30/2015
U.S statutory rate			34.00	%
Less valuation allowance			(34.00	)%
Effective tax rate			0.00	%

 

The significant components of deferred tax assets and liabilities are as follows:

 

		9/30/2015
Deferred tax assets
Net operating losses		$	(18,741	)
Deferred tax liability
Net deferred tax assets			(6,372	)
Less valuation allowance			6,372
Deferred tax asset - net valuation allowance		$	0

 

  

Note 3.     Income Taxes (Continued)

 

On an interim basis, the Company is operating at breakeven and has a net operating loss carryover of approximately $018,741 available to offset future income for income tax reporting purposes, which will expire in various years through 2032, if not previously utilized. However, the Company’s ability to use the carryover net operating loss may be substantially limited or eliminated pursuant to Internal Revenue Code Section 382. The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, and “Accounting for Uncertainty in Income Taxes”. The Company had no material unrecognized income tax assets or liabilities as of September 30, 2015.

 

The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the nine months ended September 30, 2015, there were no income tax, or related interest and penalty items in the income statement, or liabilities on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction and Nevada state jurisdiction. We are not currently involved in any income tax examinations.

 

Note 4.   Related Party Transactions

 

There were no related party transactions in the quarter ending September 30. 2015.

 

Related Party Stock Issuances:

 

The following stock issuances were made to officers of the company as compensation for services:

 

On August 13, 2014 the Company issued 20,000,000 of its authorized common stock to Amber Marie Chavez in exchange for $500(split adjusted).

 

Subsequent to balance sheet date but before the issuance of this report the Company reported that a related party note payable of $ 6,288 was cancelled.

 

Note 5.   Stockholders’ Equity

 

Common Stock

 

The holders of the Company's common stock are entitled to one vote per share of common stock held. Two hundred one thousand common stock shares were sold on May 1,2015 in exchange for $20,100. Additionally, on May 1, 2015 there was a four for one stock split. As of September 30, 2015 the Company had 20,804,000 shares issued and outstanding.

 

Note 6. Commitments and Contingencies 

 

Commitments:

 

The Company currently has no long term commitments as of our balance sheet date.

 

Contingencies:

 

None as of our balance sheet date.

 

  

Note 7 – Net Income(Loss) Per Share

 

The following table sets forth the information used to compute basic and diluted net income per share attributable to Carbon Credit International, Inc. for the nine months ended September 30, 2015:

 

		30-Spt-15
Net Income (Loss)		$	(16,953	)
Weighted-average common shares outstanding  basic:
Weighted-average common stock			20,446,667
Equivalents
Stock options			0
Warrants			0
Convertible Notes			0
Weighted-average common shares outstanding-  Diluted			20,446,667

 

Note 8. Notes Payable

 

Notes payable consist of the following for the periods ended;		30-Spt-15
Amber Marie Chavez working capital note with no stated interest rate. Note is payable on demand .		$	6,288
Total Notes Payable			6,288
Less Current Portion			(6,288	)
Long Term Notes Payable		$	0

 

  

Note 9.    Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Currently, the Company has a minimal operating history and has incurred operating losses, and as of September 30, 2015 the Company had a working capital deficit and an accumulated deficit. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the success of the Company’s development of an alternative business plan and its efforts to raise capital. Management also believes the Company will need to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future.   The conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Note 10.    Subsequent Events

 

Subsequent to balance sheet date but before the issuance of this report the Company reported that a related party note payable of $ 6,288 was cancelled. Amber Marie Chavez agreed to the $6,288 loan cancellation and release effective as of October 2, 2015.

 

Subsequent to September 30, 2015, the Board of Directors of the Company concluded that it does not believe that the Company can be successful in executing its business plan, and the Company has decided to discontinue its carbon credit line of business.

 

Going forward, the Company intends to seek, investigate and, if such investigation warrants, engage in a business combination with another entity whose business presents an opportunity to enhance shareholder value (a “Transaction”). The Company is currently engaged in discussions regarding a potential Transaction that would result in a new strategic direction. However, other than as discussed immediately below, no definitive agreements have been negotiated or signed, and there can be no assurances that these discussions will be successful or that they will lead to the consummation of any such transaction.

 

To facilitate a possible Transaction, the Company has entered into an agreement with Amber Marie Chavez, its principal executive officer, sole director and majority stockholder, pursuant to which Ms. Chavez has agreed and irrevocably committed to enter into a split-off agreement pursuant to which, upon consummation of a Transaction, Ms. Chavez will take ownership of a to-be-formed split-off subsidiary of the Company to which all of the pre-Transaction assets and liabilities of the Company will have been transferred in exchange for the surrender of all of the shares of Company common stock then owned by Ms. Chavez (the “Split-Off”). Additionally, Ms. Chavez has agreed and irrevocably committed to enter into a general release agreement with the Company relating to the Split-Off effective as of the closing of a Transaction.

 

On November 20, 2015, Ms. Chavez resigned as Chief Executive Officer, President, Treasurer and Director of the Company and Mariya Melnik resigned as Secretary of the Company. To the knowledge of the Company’s executive officers, the resignations of Ms. Chavez and Ms. Melnik were not the result of any disagreement by Ms. Chavez or Ms. Melnik with the Company on any matter related to the Company’s operations, policies or practices.

 

Effective November 20, 2015, Ramon Lata was appointed by the Board of Directors of the Company to serve as Chief Executive Officer, President, Treasurer, Secretary and Director of the Company.

 

Ramon Lata, 49, has over twenty years of experience in the entertainment industry. Since 2014, Mr. Lata has been the agency director at Factor Chosen, a premier talent management company based out of Los Angeles, California, where he advises and develops talent for the modeling and entertainment industries. Prior to Factor Chosen, Mr. Lata was the agency director of Wilhelmina Models in Los Angeles and also spent several years at Ford Models Inc. in Miami, Florida. Mr. Lata attended the University of Connecticut.

 

There were no other subsequent events since the balance sheet date through the filing of this report.

 

  

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

 

Forward Looking Statements

 

This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or out predictions.

 

General Overview

 

We were organized in the State of Nevada on August 12, 2014, for the purpose of the sale and marketing of carbon credits. Subsequent to September 30, 2015, our Board of Directors concluded that it does not believe that we can be successful in executing our business plan and we have decided to discontinue our carbon credit line of business,

 

Going forward, we intend to seek, investigate and, if such investigation warrants, engage in a business combination with another entity whose business presents an opportunity to enhance shareholder value (a “Transaction”). We are currently engaged in discussions regarding a potential Transaction that would result in a new strategic direction. However, other than as discussed immediately below, no definitive agreements have been negotiated or signed, and there can be no assurances that these discussions will be successful or that they will lead to the consummation of any such transaction.

 

To facilitate a possible Transaction, we have entered into an agreement with Amber Marie Chavez, our principal executive officer, sole director and majority stockholder, pursuant to which Ms. Chavez has agreed and irrevocably committed to enter into a split-off agreement pursuant to which, upon consummation of a Transaction, Ms. Chavez will take ownership of our to-be-formed split-off subsidiary to which all of the pre-Transaction assets and liabilities of the Company will have been transferred in exchange for the surrender of all of the shares of our common stock then owned by Ms. Chavez. Additionally, Ms. Chavez has agreed and irrevocably committed to enter into a general release agreement with us relating to the Split-Off effective as of the closing of a Transaction.

 

Results of Operations - for the nine months ended September 30, 2015

 

We are still in our development stage and have generated $14,875 in total revenues to for the nine months ended September 30, 2015. The company did not have comparable quarters in 2014 which were before its inception, however there were total revenues of $3,000 generated for the period August 12, 2014 (inception) to September 30, 2014.

  

During the nine months ended September 30, 2015 we generated $31,828 in operating expenses. The company did not have comparable quarters in 2014 which were before its inception, however there were operating expenses of $700 generated for the period August 12, 2014 (inception) to September 30, 2015

 

Results of Operations - for the three months ended September 30, 2015

 

We are still in our development stage and have generated $4,000 in total revenues to for the three months ended September 30, 2015. The company did not have comparable quarters in 2014 which were before its inception, however there were total revenues of $3,000 generated for the period August 12, 2014 (inception) to September 30, 2015. 

 

During the three months ended September 30, 2015 we generated $27,648 in operating expenses. The company did not have comparable quarters in 2014 which were before its inception, however there were operating expenses of $700 generated for the period August 12, 2014 (inception) to September 30, 2015.

 

Liquidity and Capital Resources

 

We had $9,147 in cash at September 30, 2015, and there were outstanding liabilities of $7,288.

 

Given our Board’s decision to seek a new business direction for the Company, we cannot at this time estimate what our capital requirements, capital resources, sources of liquidity or material commitments or contingencies may be, or identify any specific trends, events or uncertainties with respect thereto.  We will have to raise additional capital in order to carry out any new business plan, either by issuance of additional equity securities or otherwise, and there can be no assurance that we will be able to raise sufficient capital on a timely basis, on terms acceptable to us or at all.   

 

Our business is subject to all of the risks inherent in the establishment of a new business enterprise, including, but not limited to, those relating to our limited capital resources, our ability to implement a new business plan, competition and general market conditions.

 

Going Concern

 

Currently, we have a minimal operating history and have incurred operating losses, and as of September 30, 2015, we had a working capital deficit and an accumulated deficit. These factors raise substantial doubt about our ability to continue as a going concern. Management believes that our capital requirements will depend on many factors including the success of our development of an alternative business plan and our efforts to raise capital. Management also believes we will need to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future.  

 

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, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

  

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2015.

 

Based on that evaluation, management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

Changes in Internal Controls over Financial Reporting

 

As of the end of the period covered by this report, there have been no changes in the internal controls over financial reporting during the quarter ended September 30, 2015, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management’s last evaluation.

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

To the best knowledge of the Company’s officers and directors, the Company is currently not a party to any material pending legal proceeding.

 

Item 1A. Risk Factors.

 

Not applicable as a smaller reporting company.

 

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

 

None

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.  

 

  

ITEM 6. EXHIBITS.

 

The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Registration Statement on Form S-1, filed under SEC File Number 333-199371, at the SEC website at www.sec.gov :

 

Exhibit No.		Description
3.1		Articles of Incorporation*
3.2		Bylaws*
10.1		Loan Cancellation Agreement
31.1		Sec. 302 Certification of Principal Executive Officer & Chief Financial Officer
32.1		Sec. 906 Certification of Principal Executive Officer & Chief Financial Officer **
101		Interactive data files pursuant to Rule 405 of Regulation S-T

 

	*	Previously filed with the Commission.
	**	This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference

 

  

SIGNATURES

 

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

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, this 23rd day of November, 2015

 

	Carbon Credit International, Inc.
	/s/ Ramon Lata
	Chief Executive Officer, President, Chief Accounting Officer, Secretary and Director