Attached files
| file | filename |
|---|---|
| EX-32.1 - GREEN ENVIROTECH HOLDINGS CORP. | ex32-1.htm |
| EX-31.1 - GREEN ENVIROTECH HOLDINGS CORP. | ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________________ to __________________________
Commission file number: 000-54395
GREEN ENVIROTECH HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
| DELAWARE | 32-0218005 | |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) | |
| 14699 Holman Mtn, Jamestown, CA 95327 | 95361 | |
| (Address of principal executive offices) | (Zip Code) |
(209) 848-4384
(Registrant’s telephone number, including area code)
210 S. Sierra Ave Suite A, Oakdale, CA 14699
(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 [X]
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 [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] | |
Non-accelerated filer [ ] (Do not check if smaller reporting company) |
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 [ ] No [X]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date; 23,926,757 shares of common stock are issued and outstanding as of July 18, 2016.
TABLE OF CONTENTS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Statements in this quarterly report on Form 10-Q may be “forward-looking statements.” Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this quarterly report on Form 10-Q, including the risks described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this quarterly report on Form 10-Q and in other documents which we file with the Securities and Exchange Commission. In addition, such statements could be affected by risks and uncertainties related to our ability to raise any financing which we may require for our operations, competition, government regulations and requirements, pricing and development difficulties, our ability to make acquisitions and successfully integrate those acquisitions with our business, as well as general industry and market conditions and growth rates, and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and, except as may be required under applicable securities laws, we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this quarterly report on Form 10-Q.
| 2 |
PART 1. - FINANCIAL INFORMATION
GREEN ENVIROTECH HOLDINGS CORP.
(UNAUDITED)
| June 30, 2016 | December 31, 2015 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | 54,910 | $ | 8,076 | ||||
| Other current assets | 6,426 | 6,426 | ||||||
| Total current assets | 61,336 | 14,502 | ||||||
| TOTAL ASSETS | $ | 61,336 | $ | 14,502 | ||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | 635,268 | $ | 641,371 | ||||
| Accounts payable-related party | - | 6,625 | ||||||
| Accrued expenses | 2,591,026 | 2,449,012 | ||||||
| Secured debentures payable | 305,000 | 305,000 | ||||||
| Loan payable - other | 836,082 | 594,082 | ||||||
| Total current liabilities | 4,367,376 | 3,996,090 | ||||||
| TOTAL LIABILITIES | 4,367,376 | 3,996,090 | ||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Preferred stock, $0.001 par value, 25,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2016 and December 31, 2015 | - | - | ||||||
| Common stock, $0.001 par value, 250,000,000 shares authorized, 23,926,757 and 23,926,757 shares issued and outstanding as of June 30, 2016 and December 31, 2015 | 23,927 | 23,927 | ||||||
| Additional paid in capital | 16,640,994 | 16,589,838 | ||||||
| Accumulated Deficit | (20,970,961 | ) | (20,595,353 | ) | ||||
| Total stockholders’ equity (deficit) | (4,306,040 | ) | (3,981,588 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | 61,336 | $ | 14,502 | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 3 |
GREEN ENVIROTECH HOLDINGS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2016 AND 2015
(UNAUDITED)
| SIX MONTHS | SIX MONTHS | THREE MONTHS | THREE MONTHS | |||||||||||||
| JUNE 30, 2016 | JUNE 30, 2015 | JUNE 30, 2016 | JUNE 30, 2015 | |||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Wages and professional fees | $ | 290,296 | $ | 342,991 | $ | 136,500 | $ | 164,530 | ||||||||
| General and administrative | 39,003 | 47,021 | 18,935 | 13,107 | ||||||||||||
| Total operating expenses | 329,299 | 390,012 | 155,435 | 177,637 | ||||||||||||
| NET LOSS FROM OPERATIONS | 329,299 | 390,012 | 155,435 | 177,637 | ||||||||||||
| OTHER (INCOME) EXPENSES: | ||||||||||||||||
| Interest expense | 46,309 | 41,472 | 23,848 | 20,453 | ||||||||||||
| Vendor judgement award | - | 42,111 | - | - | ||||||||||||
| (Gain) or Loss on debt conversion | - | (6,529 | ) | - | - | |||||||||||
| Territorial Licencee Fee-Plants | - | (120,028 | ) | - | - | |||||||||||
| Total non-operating expenses | 46,309 | (42,974 | ) | 23,848 | 20,453 | |||||||||||
| NET (LOSS) | $ | (375,608 | ) | $ | (347,038 | ) | $ | (179,283 | ) | $ | (198,090 | ) | ||||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 23,926,757 | 17,538,785 | 23,926,757 | 17,503,432 | ||||||||||||
| NET (LOSS) PER SHARE | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 4 |
GREEN ENVIROTECH HOLDINGS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOW
(UNAUDITED)
| SIX MONTHS ENDED | SIX MONTHS ENDED | |||||||
| JUNE 30, 2016 | JUNE 30, 2015 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net (loss) | $ | (375,608 | ) | $ | (347,038 | ) | ||
| Adjustments to reconcile net (loss) to net cash used in operating activities: | ||||||||
| Loss (gain) on debt conversion | - | (6,529 | ) | |||||
| Company liabilities paid direct | - | 2,400 | ||||||
| Debt increase as a result of a consulting agreement | 30,000 | 30,000 | ||||||
| Warrants issued for services | 51,156 | 121,302 | ||||||
| Note principal & interest extinguished for licenses to build plants | - | (95,028 | ) | |||||
| Change in assets and liabilities | ||||||||
| Increase in accounts payable and accrued expenses | 154,286 | 238,166 | ||||||
| Net cash (used in) operating activities | (140,166 | ) | (56,727 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | - | - | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds received from loan payable - other | 374,500 | 49,500 | ||||||
| Debt transferred out due to assignment | (134,000 | ) | - | |||||
| Principal payments on debt | (53,500 | ) | - | |||||
| Net cash provided by financing activities | 187,000 | 49,500 | ||||||
| NET INCREASE IN CASH AND CASH EQUIVALENTS | 46,834 | (7,227 | ) | |||||
| CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 8,076 | 7,227 | ||||||
| CASH AND CASH EQUIVALENTS - END OF PERIOD | $ | 54,910 | $ | - | ||||
| SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Common stock issued for subscriptions receivable | $ | - | $ | - | ||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | - | $ | - | ||||
| INCOME TAXES | $ | - | $ | - | ||||
| NON-CASH SUPPLEMENTAL INFORMATION: | ||||||||
| Equity adjustment for accrued salary of officer | $ | - | $ | 721,749 | ||||
| Shares issued for accounts payable and accruals | $ | - | $ | 11,100 | ||||
| Portion of line of credit assigned to another party | $ | - | $ | 12,500 | ||||
| Accrued liability settled by note payment | $ | 25,000 | $ | - | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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GREEN ENVIROTECH HOLDINGS CORP.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| Note 1 | Basis of Presentation and Accounting Policies: |
The consolidated financial statements include the accounts of the Company and its interest in a joint venture which had no operations for the year. Intercompany balances and transactions have been eliminated for this joint venture.
The Financial Statements presented herein have been prepared by us in accordance with the accounting policies described in our December 31, 2015 and 2014 audited financial statements included in Form 10-K and should be read in conjunction with the Notes to the Financial Statements which appear in that report.
The preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related intangible assets, income taxes, insurance obligations and contingencies and litigation. 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 resources. Actual results may differ from these estimates under different assumptions or conditions.
In the opinion of management, the information furnished in these interim financial statements reflect all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the six-months - ended June 30, 2016, and 2015. All such adjustments are of a normal recurring nature. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.
Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation.
| Note 2 | Going Concern |
These financial statements have been prepared on a going concern basis which assumes we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future. For the six months ended June 30, 2016, we had a net loss of $375,608. We also have a working capital deficit of $4,306,040 and we have accumulated a deficit of $20,970,961. Further losses are anticipated in the development of our business raising substantial doubt about our ability to continue as a going concern. The ability to continue as a going concern is dependent upon us generating profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans and/or private placement of common stock. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
| 6 |
GREEN ENVIROTECH HOLDINGS CORP.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| Note 3 | Loan Payable – Other |
We have an unsecured line of credit with H. E. Capital, S. A. The line of credit accrues interest at the rate of 8% per annum. The due date of the line of credit has been extended to December 31, 2016. Balance of the line of credit at June 30, 2016 was $483,582 with accrued interest in the amount of $111,338. We also have an agreement with H.E. Capital wherein we pay $5,000 monthly for financial services. As of June 30, 2016, $30,000 was due under these terms. A schedule of the H. E. Capital loan activity with use for 2016 is as follows:
| June 30, 2016 | December 31, 2015 | |||||||
| H. E. Capital S.A. transactions for 2016 | ||||||||
| Beginning Balance | $ | 241,582 | $ | 127,482 | ||||
| Proceeds | 212,000 | 121,700 | ||||||
| Vendors paid direct on behalf of the Company | - | 2,400 | ||||||
| Consulting fees | 30,000 | 60,000 | ||||||
| Assignments | - | (70,000 | ) | |||||
| Ending Balance | $ | 483,582 | $ | 241,582 | ||||
We issued an 8% promissory note in the amount of $150,000 on March 19, 2013 to a private investor. This note is extended to December 31, 2016. The Company used the proceeds from this note for working capital. As of June 30, 2016 this loan has an outstanding balance of $150,000 and accrued interest in the amount of $41,836.
On January 24, 2011, we entered into a series of securities purchase agreements with accredited investors pursuant to which we sold an aggregate of $380,000 in 12% secured debentures. The Debentures are secured by the assets of the Company pursuant to security agreements entered into between us and the investors. As of June 30, 2016 these secured debentures have an outstanding balance of $305,000 and accrued interest in the amount of $218,513. These debentures are in default and the Company is in negotiations with the holders for extensions.
We also have two other notes outstanding in the amount of $7,500 and $170,000 respectively. These notes are to private parties and accrue interest at the rate of 12% and 8% respectively. Both notes have been extended to December 31, 2016. As of June 30, 2016, their accrued interest was $6,306 and $49,295 respectively.
On May 18, 2015, we approved the Debt Assignment Agreement dated 5/18/2015 between H.E. Capital S.A. and Valuecorp Trading Company. We also approved the Debt Settlement Agreement dated 5/19/2015 between the Company and Valuecorp Trading Company. We will issue 833,333 shares of common stock to Valuecorp Trading Company at $0.03 per share to satisfy $25,000 of the debt dated 12/3/2010. However, on June 8, 2015 Valuecorp only paid $12,500 of the assignment to HEC and a note was issued to Valuecorp in the amount of $12,500 and HEC LOC note was reduced by the same amount. It is approved for Valuecorp to receive only 416,667 shares of the Company’s common stock for the conversion of its $12,500 note when presented to the Company for conversion. To date, this note has not been presented. As of June 30, 2016, the accrued interest on this note was $1,066.
| 7 |
GREEN ENVIROTECH HOLDINGS CORP.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
On
December 29, 2015, we approved H.E. Capital S.A.’s (HEC) request to assign to
a private individual $12,500 of its Line of Credit Note.
This approval was requested to fulfill the $25,000 assignment requested and approved on May 18, 2016, but only $12,500 was paid.
We approved the request and the conversion of the $12,500 into shares of the Company’s common stock at the rate of $0.03
per share. When completed the conversion would be a total of 416,667 shares of free trading stock and the HEC Line of Credit Note
will be reduced by $12,500. We issued to the individual a note in the amount of $12,500 and reduced the HEC Line of Credit Note
by the same amount. To date these shares have not been issued. As of June 30, 2016, the accrued interest on this note was $507.
On February 1, 2016, we issued an 8%, $134,000 Note Payable to an individual for the funds they wired into our account. We then wired these same funds to a third party company for a promissory note for the same amount at eight percent (8%). The funds are intended for the use of the third party company. We intend to be a majority owner of this third party company in the future by issuing licensing agreements for the use of our technology. In March 2016, we requested and the third party company agreed to be totally responsible for the $134,000 note to the individual and the note was assigned and accepted by the third party company with the individual note holder’s approval.
On May 18, 2016, the Company issued an eight percent (8%) Note Payable to a private company for $53,500. The private company directly satisfied an accrued liability for the Company in the amount of $25,000 and paid $28,500 to the Company which was used for working capital. This note was paid in full on June 2, 2016 from an increase in the line of credit from H. E. Capital, S.A.
The total in loans payable as of June 30, 2016 was $1,141,082 and accrued interest was $428,919.
| Note 4 | Commitment and Contingency |
During the fourth quarter 2014, we were faced with satisfying a disputed obligation with one of our vendors by issuing 150,000 free trading shares of the Company. The debt had not matured for the amount of time required for the obligation to receive free trading shares. In order to satisfy the debt, we entered into an agreement with H. E. Capital, S.A. to convert $30,000 of its Line of Credit Note with us into 150,000 of our free trading shares. H. E. Capital S.A. converted the required portion of its debt from us into the shares needed and issued 25,000 free trading shares in December 2014 and the balance of 125,000 free trading shares in February 2015. We accrued the $30,000 liability on our books until the debt was totally satisfied in February 2015. On or about June 18, 2015, the Plaintiff moved for a judgment alleging we defaulted under the terms of the Settlement Agreement. The Plaintiff’s position was that the Settlement Shares were unsellable since we were delinquent in our periodic filings under the Securities Exchange Act of 1934, as amended. On June 23, 2015, we filed an opposition to the Plaintiff’s pleadings. On June 29, 2015 the Court entered a judgment in favor of the Plaintiff in the amount of $42,111. To date, the judgment remains unsatisfied.
On May 13, 2015, we agreed with EraStar, one of our vendors, to resolve the outstanding balance of $120,000 owed to EraStar by us for an amount of $20,000 or issue 20,000 free trading shares on or before December 31, 2016. On October 1, 2015, we agreed with EraStar to an amendment to the May 13, 2015 Settlement wherein for the 350,000 shares currently issued to EraStar for services rendered, GETH may cancel these shares and reissue a total of 370,000 shares to EraStar or its assigns as directed for full consideration of contractual obligations.
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GREEN ENVIROTECH HOLDINGS CORP.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| Note 5 | Equity |
Common Stock
We have 250,000,000 common shares of $0.001 par value stock authorized. On December 31, 2015, we had 23,926,757 common shares outstanding. As of June 30, 2016 we had 23,926,757 common shares outstanding.
We have issued no shares of stock for the six months ended June 30, 2016.
Warrants
We signed an addendum to the warrant agreements on December 17, 2015 to accelerate all warrants not already vested, to be totally vested on February 1, 2016.
We issued 1,500,000 common stock warrants to an engineer in January 2015. These warrants convert within 5 years of issuance @ $0.10 per warrant. 62,500 warrants vest monthly starting the month after issuance. There were 687,500 warrants fully vested at the end of 2015. These warrants were valued at $34,926 at December 31, 2015 by the Black-Sholes method. These warrants were valued at $51,458 by the Black-Sholes method on February 1, 2016 which resulted in an increase in valuation in the amount of $16,532 which was reported in the six months ended June 30, 2016.
We issued 1,500,000 common stock warrants to a consultant in January 2015. These warrants convert within 5 years of issuance @ $0.10 per warrant. All of these warrants vest on February 1, 2016. These warrants were valued at $27,588 at December 31, 2015 by the Black-Sholes method. These warrants were valued at $29,888 by the Black-Sholes method on February 1, 2016 which resulted in an increase in valuation in the amount of $2,300 which was reported in the six months ended June 30, 2016.
We issued 875,171 common stock warrants to the engineer in February 2015. These warrants convert within 5 years of issuance @ $0.08 per warrant. 79,561 warrants vest monthly starting the month after issuance. There were 795,610 warrants fully vested at the end of 2015. These warrants were valued at $36,766 at December 31, 2015 by the Black-Sholes method. These warrants were valued at $39,090 by the Black-Sholes method on February 1, 2016 which resulted in an increase in valuation in the amount of $2,324 which was reported in the six months ended June 30, 2016.
On February 1, 2016, we issued 1,500,000 warrants for common stock at $0.10 per share in settlement of services rendered to assist our CEO. These warrants were fully vested on the date of issuance and were valued at $30,000 on that date by the Black-Sholes method.
| Note 6 | Related Party Transactions |
The accounts payable to a related party in the amount of $6,625 recorded December 31, 2015 has been satisfied.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following is management’s discussion and analysis of financial condition and results of operations and is provided as a supplement to the accompanying unaudited financial statements and notes to help provide an understanding of our financial condition, results of operations and cash flows during the periods included in the accompanying unaudited financial statements.
In this Quarterly Report on Form 10-Q, “Company,” “the Company,” “we,” “us,” and “our” refer to Green EnviroTech Holdings Corp., a Delaware corporation, unless the context requires otherwise.
We intend the following discussion to assist in the understanding of our financial position and our results of operations for the three months ended June 30, 2016 and June 30, 2015. You should refer to the Financial Statements and related Notes in conjunction with this discussion.
Overview of Our Business
Green EnviroTech Holdings Corp. (the “Company”) is a pre revenue-stage technology company that has developed a high grade oil conversion process utilizing a mixture of plastic and tires earmarked for disposal. The “GETH Process” revolutionizes the recapture of plastic waste and tires and cleans up our landfills. The Company has already received a contract from Conoco for the oil produced from its first plant.
Corporate History
The Company, formerly known as Wolfe Creek Mining, Inc., was incorporated in the State of Delaware on June 26, 2007. On November 20, 2009, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Green EnviroTech Acquisition Corp., a Nevada corporation, and Green EnviroTech Corp. (“Green EnviroTech”), a plastics recovery, separation, cleaning, and recycling company. Green EnviroTech is a Nevada corporation formed on October 6, 2008 under the name EnviroPlastics Corporation. On October 21, 2009, Enviroplastics Corporation changed its name to Green EnviroTech Corp. and on July 20, 2010, the Company changed its name to Green EnviroTech Holdings Corp.
Pursuant to the Merger Agreement, on November 20, 2009 (the “Closing Date”), Green EnviroTech Acquisition Corp. merged with and into Green EnviroTech, resulting in Green EnviroTech becoming a wholly-owned subsidiary of the Company (the “Merger”). As a result of the consummation of the Merger Agreement, the Company issued approximately 450,000 shares of its common stock to the shareholders of Green EnviroTech, representing approximately 45% of the issued and outstanding common stock of the Company following the closing of the Merger. Further, the outstanding shares of common stock of Green EnviroTech were cancelled. The acquisition of Green EnviroTech is treated as a reverse acquisition, and the business of Green EnviroTech became the business of the Company. Immediately prior to the reverse acquisition, Wolfe Creek was not engaged in any active business.
On March 27, 2013, we completed a 1 for 100 reverse split of our common stock. Share amounts in this report and previous reports subsequent to the reverse split have been retroactively adjusted where needed.
On May 8, 2014, we signed a memorandum of understanding with Cenco Leasing LLC (“Cenco”), in which the memorandum calls for a joint venture to be formed between us and Cenco for the purpose of funding a GETH facility in Stockton, CA with Cenco funding the project. We will own 30% (thirty percent) of the joint venture and Cenco will own 70%. The memorandum also calls for Cenco to provide two one year 8% loans to us with stock conversion rights. Cenco provided to us a loan in the amount of $50,000 on May 8, 2014 and provided a second loan in the amount of $40,000 on June 2, 2014. A formal joint venture between us and Cenco never was consummated. For further information concerning this transaction and more please refer to the Recent Developments section.
On June 9, 2014, we formed two Limited Liability Companies in Texas in anticipation of finding plant locations in that state. To date, there has been no activity in either of the two LLCs.
The Company has estimated its capital needs will be $6.5 million to fully execute the two phases of its business model. Phase-One involves the purchase and infrastructure of the building, working capital and the purchase and installation of one reactor with one secondary distillation and filtration process. Phase-One will enable the Company to become operational with projected profits for the plant. Phase-Two will start within three months after the completion of phase-one. Phase-Two involves the installation of one reactor and one complete system which is comprised of two reactors and one secondary distillation and filtration process.
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Recent Developments
On January 30, 2015, we entered into a license agreement with Cenco Leasing Company, Inc. (Cenco) wherein we have given exclusive license rights to Cenco for the states of Oklahoma, Kansas, Arkansas, Nebraska, Missouri, Colorado, North Dakota, South Dakota, Iowa, New Mexico, Nevada, Utah and the entire country of Mexico. The agreement gives exclusive rights to Cenco to utilize certain technology of the Company to design, construct, own and operate pyrolysis and refining plants in the above defined territories. The agreement calls for Cenco over certain periods of time as detailed in the agreement to construct plants in these territories. The agreement also calls for Cenco to pay royalties from the revenues generated from these plants. Such royalties in some states are calculated at a three percent (3%) rate and other states at a rate of five and one half percent (5.5%). It was also agreed that the two notes to Cenco, agreed on May 8, 2014 totaling $90,000, with their accrued interest in the amount of $5,028 will be returned to us. Cenco would also pay and did pay us an additional $25,000 as a license fee for another state. The total amount of $120,028 was recorded in the statement of operations as a territorial license fee.
On January 30, 2015, in conjunction with the execution of the license agreement between us and Cenco, we entered into a mutual release agreement with a former employee who claimed to have certain technology rights of the Company. It was agreed wherein the employee would release to the company any claim to any and all rights to certain technology concerning the pyrolysis and refining of certain materials into oil. Included in the agreement was a provision in which the former employee would forfeit all of their accrued salary in the amount of $721,749. We will recognize an equity adjustment from the write off of the accrued salary. In exchange for the forfeiture of the accrued salary, Cenco had entered into a separate agreement with the former employee wherein the former employee would receive certain territorial rights given to Cenco.
On June 12, 2015, we agreed with Cenco Leasing Company, Inc. to allow an extension to the performance clause in the agreement between us and Cenco dated January 30, 2015 by executing an amendment to that agreement. The original agreement called for Cenco to demonstrate to us that it had obtained funding in the amount of $2,800,000 on or before June 30, 2015. The performance date was extended to July 31, 2015 in the amendment. The amendment also provided the failure to demonstrate the benchmark dollar amount by the extended due date, the territorial exclusivity rights in the original agreement would be lost. It was also agreed in the amendment for Cenco to assign all of its rights and obligations in the license agreement to GEN2 WTE, LLC. (GEN2). Neither Cenco nor GEN2 performed before the extension due date.
On or about June 18, 2015, MicroCap Headlines (Plaintiff) moved for a judgment (MicroCap vs Green EnviroTech) alleging we defaulted under the terms of the Settlement Agreement we entered into with them on September 30, 2014. The Plaintiff’s position was that the Settlement Shares they received in the agreement were unsellable since we were delinquent in our periodic filings under the Securities Exchange Act of 1934, as amended. On June 23, 2015, we filed an opposition to the Plaintiff’s pleadings. On June 29, 2015 the Court entered a judgment in favor of the Plaintiff in the amount of $42,111. We have the right to appeal the judgment for a period of one year from the date of judgment and we are reserving our right to appeal. To date, the judgment remains unsatisfied. Please refer to Item 1.Legal Proceedings for more details.
On July 1, 2015, we accepted a 98% interest in a California Limited Liability Company which will operate as a partnership. We previously owned 1% of the LLC, but will now own 99%. The Company’s CEO previously owned 99%, but will now retain 1% ownership. The purpose of the LLC is for future operational purposes. To date there are no operating activities in the LLC.
Critical Accounting Policy and Estimates
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources.
The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the years ended December 31, 2015 and 2014, together with notes thereto as previously filed with our Annual Report on Form 10-K. In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Quarterly Reports on Form 10-Q for prior quarter filings.
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Results of Operations
Six Months Ended June 30, 2016 compared to Six Months Ended June 30, 2015.
Revenues and Cost of Revenues
The Company is a pre revenue-stage technology company that has developed an oil conversion process utilizing a mixture of waste plastic and waste tires. The Company will produce high grade oil from the tires and plastic. As a result, the Company had no operating revenues or cost of revenues for the six months ended June 30, 2016 and 2015.
Operating Expenses
The salaries and professional fees for the six months ended June 30, 2016 were $290,296 as compared to $342,991 for the six months ended June 30, 2015, a decrease of $52,695 representing 15% decrease. The salaries and professional fees for the six months ended June 30, 2016 included $51,156 in warrants for services, $89,140 in professional fees and $150,000 in salaries. Compared to the six months ended June 30, 2015, there were $121,302 in warrants for services, $71,689 in professional fees and $150,000 in salaries.
The general and administrative expenses for the six months ended June 30, 2016 were $39,003 as compared to $47,021 for the six months ended June 30, 2015, a decrease of $8,019 representing 17% decrease. The decrease was mainly the result of no rent expense for the six months ended June 30, 2016 compared to $13,419 for the six months ended June 30, 2015.
Other Income and Expenses
Other income and expenses for the six months ended June 30, 2016 were $46,309 as compared to ($42,974) for the six months ended June 30, 2015, an increase of $89,283 representing an increase of 207%. We recorded for the six months ended June 30, 2015 under other income, territorial license fees in the amount of $120,028 on January 20, 2015 when we entered into the agreement with Cenco, as previously described. We granted territorial licenses to Cenco in exchange for the two notes they were holding, described earlier, in the amount of $90,000 with accrued interest in the amount of $5,028 and cash in the amount of $25,000 which resulted in positive other income. The interest expense on the outstanding notes was $46,309 for the six months ended June 30, 2016 as compared to $41,472 in interest expense for the six months ended June 30, 2015. There was a vendor judgment award, explained further in the legal section, in the amount of $42,111 expensed by us during the six months ended June 30, 2015. There was no such loss for the six months ended June 30, 2016.
Net Loss
As a result of the above, the Company had a net loss of $375,608 for the six months ended June 30, 2016 as compared to a loss of $347,038 for the six months ended June 30, 2015.
. Three Months Ended June 30, 2016 compared to Three Months Ended June 30, 2015.
Revenues
The Company had no operating revenues for the three months ended June 30, 2016 and 2015.
Cost of Revenues
The Company had no cost of revenues for the three months ended June 30, 2016 and 2015.
Operating Expenses
The wages and professional fees for the three months ended June 30, 2016 were $136,500 as compared to $164,530 for the three months ended June 30, 2015. The wages and professional fees for the three months ended June 30, 2016 included $61,500 in professional fees and $75,000 in wages.
The general and administrative expenses for the three months ended June 30, 2016 were $18,935 as compared to $13,107 for the three months ended June 30, 2015, an increase of approximately 44%. This increase of $5,827 was the result of an increase in travel, entertainment, advertising and marketing concerning the promotion of the company.
Other Income and Expenses
Other income and expenses for the three months ended June 30, 2016 were $23,848 as compared to 20,453 for the three months ended June 30, 2015. We recorded for the six months ended June 30, 2015 under other income, territorial license fees in the amount of $120,028 on January 20, 2015 when we entered into the agreement with Cenco, as previously described. We granted territorial licenses to Cenco in exchange for the two notes they were holding, described earlier, in the amount of $90,000 with accrued interest in the amount of $5,028 and cash in the amount of $25,000 which resulted in positive other income. The interest expense on the working capital notes was $23,848 for the three months ended June 30, 2016 as compared to $20,453 in interest expense for the three months ended June 30, 2015.
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Net Loss
As a result of the above, the Company had a net loss of $179,283 for the three months ended June 30, 2016 as compared to a loss of $198,090 for the three months ended June 30, 2015.
Liquidity and Capital Resources
On June 30, 2016, we had a balance of cash in the bank in the amount of $54,910. We had no accounts receivable and no inventory on June 30, 2016. We had other current assets in the amount of $6,426. We had accounts payable to vendors and accrued expenses in the amount of $3,226,294
We had negative cash flows from operations for the three months ended June 30, 2016 of ($140,166) as compared to the same period ended June 30, 2015 in the amount of ($56,727). We had no cash used in investing activities for the six months ended June 30, 2016 and for the same period ended June 30, 2015.
We have an outstanding unsecured line of credit from H. E. Capital, S. A. This loan accrues interest at the rate of 8% per annum. The maturity date of the line of credit has been extended to December 31, 2016. The balance of the advances at June 30, 2016 was $483,582 with accrued interest in the amount of $111,338. The use of proceeds from the H. E. Capital credit line is as follows:
| June 30, 2016 | December 31, 2015 | |||||||
| H. E. Capital S.A. transactions for 2016 | ||||||||
| Beginning Balance | $ | 241,582 | $ | 127,482 | ||||
| Proceeds | 212,000 | 121,700 | ||||||
| Vendors paid direct on behalf of the Company | - | 2,400 | ||||||
| Consulting fees | 30,000 | 60,000 | ||||||
| Assignments | - | (70,000 | ) | |||||
| Ending Balance | $ | 483,582 | $ | 241,582 | ||||
We have a loan payable from an individual in the amount of $20,000 at 10% due on demand. We repaid $10,000 of this note on August 10, 2010 and $2,500 on April 11, 2011. As of June 30, 2016, the loan has an outstanding balance of $7,500 and is extended to December 31, 2016. The interest expense is now calculated at 12%. Accrued interest as of June 30, 2016 was $6,306.
On February 1, 2016, we issued an 8%, $134,000 Note Payable to an individual for the funds they wired into our account. We then wired these same funds to a third party company for a promissory note for the same amount at eight percent (8%). The funds are intended for the use of the third party company. We intend to be a majority owner of this third party company in the future by issuing licensing agreements for the use of our technology. In March 2016, we requested and the third party company agreed to be totally responsible for the $134,000 note to the individual and the note was assigned and accepted by the third party company with the individual note holder’s approval.
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On May 18, 2016, the Company issued an eight percent (8%) Note Payable to a private company for the $53,500 funds it received on the same date. These funds were used for working capital. This note was paid in full on June 2, 2016 from an increase in the line of credit from H. E. Capital, S.A.
The total in loans payable as of June 30, 2016 was $1,141,082 and accrued interest was $428,919.
We received $187,000 from financing activities for the six months ended June 30, 2016 as compared to the same period ended June 30, 2015 when we received the amount of $49,500.
We will seek to raise additional funds to meet our working capital needs principally through the additional sales of our securities. However, we cannot guaranty that we will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtainable on terms satisfactory to us.
We had cash of $54,910 as of June 30, 2016. In the opinion of management, our available funds will not satisfy our working capital requirements for the next twelve months. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. We will need to raise additional capital to expand our operations to the point at which we are able to generate revenues and operate profitably. At present, we have no operations to generate revenue. As outlined above under “Overview of Our Business,” we need to complete raising $4,000,000 in equity in order to complete the balance of $16,000,000 in financial resources to start construction of our first plant. We expect increases in the legal and accounting costs and costs to obtain funding.
We intend to pursue capital through public or private financing as well as borrowings and other sources, such as our officers, directors and principal shareholders. We cannot guaranty that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then our ability to expand our operations may be significantly hindered. If adequate funds are not available, we believe that our officers, directors and principal shareholders will contribute funds to pay for our expenses to achieve our objectives over the next twelve months. However, our officers, directors and principal shareholders are not committed to contribute funds to pay for our expenses.
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 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable for a smaller reporting company.
Item 4. Controls and Procedures.
Evaluation of Disclosures and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports we file pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our Chief Executive Officer (“CEO”) (principal executive and financial officer), to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide a reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Management designed the disclosure controls and procedures to provide reasonable assurance of achieving the desired control objectives.
We carried out an evaluation, under the supervision and with the participation of our management, including our CEO, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based upon that evaluation, the Chief Executive Officer concluded that the Company’s disclosure controls and procedures are ineffective until such time the first plant is funded and the Company has operations. Once the Company has operations, it will have sufficient resources to address the inefficiencies.
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Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the six months ended June 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
On September 30, 2014, we entered into a settlement agreement (the “Settlement Agreement”) with MicroCap (the “Plaintiff”), one of our vendors, for unpaid fees in the matter of MicroCap vs Green EnviroTech, in the Supreme Court of the State of New York in the County of New York, case number #153345/13. Under the terms of the Settlement Agreement, we agreed to deliver to the Plaintiff 25,000 free trading shares of our common stock, per month, for six months for a total of 150,000 free trading shares (the “Settlement Shares”). We delivered all of the shares to the Plaintiff. On or about June 18, 2015, the Plaintiff moved for a judgment alleging we defaulted under the terms of the Settlement Agreement. The Plaintiff’s position was that the Settlement Shares were unsellable since we were delinquent in our periodic filings under the Securities Exchange Act of 1934, as amended. On June 23, 2015, we filed an opposition to the Plaintiff’s pleadings. On June 29, 2015 the Court entered a judgment in favor of the Plaintiff in the amount of $42,111. We recorded the liability. To date, the judgment remains unsatisfied.
Not required for a smaller reporting company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
We had no security transactions recorded for the six months ended June 30, 2016.
We signed an addendum to the warrant agreements on December 17, 2015 to accelerate all warrants not already vested, to be totally vested on February 1, 2016.
We issued 1,500,000 common stock warrants to an engineer in January 2015. These warrants convert within 5 years of issuance @ $0.10 per warrant. 62,500 warrants vest monthly starting the month after issuance. There were 687,500 warrants fully vested at the end of 2015. These warrants were valued at $34,926 at December 31, 2015 by the Black-Sholes method. These warrants were valued at $51,458 by the Black-Sholes method on February 1, 2016 which resulted in an increase in valuation in the amount of $16,532 which was reported in the six months ended June 30, 2016.
We issued 1,500,000 common stock warrants to a consultant in January 2015. These warrants convert within 5 years of issuance @ $0.10 per warrant. All of these warrants vest on February 1, 2016. These warrants were valued at $27,588 at December 31, 2015 by the Black-Sholes method. These warrants were valued at $29,888 by the Black-Sholes method on February 1, 2016 which resulted in an increase in valuation in the amount of $2,300 which was reported in the six months ended June 30, 2016.
We issued 875,171 common stock warrants to the engineer in February 2015. These warrants convert within 5 years of issuance @ $0.08 per warrant. 79,561 warrants vest monthly starting the month after issuance. There were 795,610 warrants fully vested at the end of 2015. These warrants were valued at $36,766 at December 31, 2015 by the Black-Sholes method. These warrants were valued at $39,090 by the Black-Sholes method on February 1, 2016 which resulted in an increase in valuation in the amount of $2,324 which was reported in the six months ended June 30, 2016.
On February 1, 2016, we issued 1,500,000 warrants for common stock at $0.10 per share in settlement of services rendered to assist our CEO. These warrants were fully vested on the date of issuance and were valued at $30,000 on that date by the Black-Sholes method.
Item 3. Defaults Upon Senior Securities.
We are in default under promissory notes issued on January 21, 2011 for failure to make required payments of interest and principal by September 24, 2012. We are currently in negotiations regarding extensions on these notes.
Aggregate principal and interest owed as of the date of this filing are $523,513.
Item 4. Mine Safety Disclosures.
Not Applicable
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On February 1, 2016, we issued an 8%, $134,000 Note Payable to an individual for funds received. We then wired these same funds to a third party company for a promissory note for the same amount at eight percent (8%). The funds are intended for the use of the third party company. We intend to be a majority owner of this third party company in the future by issuing licensing agreements for the use of our technology. In March 2016, we requested and the third party company agreed to be totally responsible for the $134,000 note to the individual and the note was assigned and accepted by the third party company with the individual note holder’s approval.
| No. | Description | |
| 31.1 | Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer | |
| 32.1 | Section 1350 Certification of Chief Executive Officer | |
| EX-101.INS | XBRL INSTANCE DOCUMENT | |
| EX-101.SCH | XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT | |
| EX-101.CAL | XBRL TAXONOMY EXTENSION CALCULATION LINKBASE | |
| EX-101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| EX-101.LAB | XBRL TAXONOMY EXTENSION LABELS LINKBASE | |
| EX-101.PRE | XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE |
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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.
| Green EnviroTech Holdings Corp. | ||
| Date: July 18, 2016 | By: | /s/ Gary DeLaurentiis |
| Gary DeLaurentiis | ||
Chief Executive Officer (principal executive and financial officer) | ||
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