UNIVERSAL GLOBAL HUB INC. - FORM 10-K

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EX-32 - EXHIBIT 32 SECTION 906 CERTIFICATION - UNIVERSAL GLOBAL HUB INC.	f10k123116_ex32.htm
EX-31 - EXHIBIT 31 SECTION 302 CERTIFICATION - UNIVERSAL GLOBAL HUB INC.	f10k123116_ex31.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

X . ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

. 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: 000-54758

THE ENVIROMART COMPANIES, INC.

(Exact name of issuer as specified in its charter)


Delaware		45-5529607
(State or Other Jurisdiction of		(I.R.S. Employer I.D. No.)
incorporation or organization)

160 Summit Avenue

Montvale, New Jersey 07645

(Address of Principal Executive Offices)

201-782-0889

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(g) of the Exchange Act: Common stock, $0.0001 par value.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes . No X .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes . No X .

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 X . No .

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date 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 .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 (Check one).


Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a 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 X . No .

As of June 30, 2016, the registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $1,092,000, based upon the closing price of the registrant’s common stock as reported on the OTC Pink Market on such date. Because there is no active trading market for the Company’s common stock, the Company does not believe that the quoted price of its common stock is indicative of the actual value of such stock.

As of April 10, 2017, there were 49,861,775 shares of $0.0001 par value common stock issued and outstanding.

TABLE OF CONTENTS


	Forward Looking Statements	4

	PART I

Item 1	Business	5

Item 2	Properties	6

Item 3	Legal Proceedings	6

Item 4	Mine Safety Disclosures	6
	PART II

Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7

Item 6	Selected Financial Data	9

Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9

Item 7A	Quantitative and Qualitative Disclosures About Market Risk	11

Item 8	Financial Statements and Supplementary Data	12

	Report of Independent Registered Public Accounting Firm	F-1
	Balance Sheets	F-2
	Statements of Operations	F-3
	Statement of Stockholders' Deficit	F-4
	Statements of Cash Flows	F-5
	Notes to Financial Statements	F-6

Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	13

Item 9A	Controls and Procedures	13

	PART III

Item 10	Directors, Executive Officers, and Corporate Governance	14

Item 11	Executive Compensation	16

Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	17

Item 13	Certain Relationships and Related Party Transactions, and Directors Independence	18

Item 14	Principal Accounting Fees and Services	19

	PART IV

Item 15	Exhibits, Financial Statement Schedules	20

Item 16	Exhibits	20

FORWARD LOOKING STATEMENTS

This report includes forward-looking statements. These forward-looking statements are often identified by words such as “may,” “will,” “should,” “could,” “would,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential” and similar expressions. These statements are only predictions and involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed. You should not place any undue reliance on these forward-looking statements.

You should be aware that our actual results could differ materially from those contained in forward-looking statements due to a number of factors, including our ability to:

execute our business plan, namely identifying profitable acquisition opportunities, given our limited financial resources

generate sufficient cash flow from our planned operations or other sources to fund our working capital needs, pending completion of an acquisition;

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. References in this report to the “Company,” “we,” “our,” and “us” refer to the registrant, The Enviromart Companies, Inc.

PART I

ITEM 1. Business

Our Company

The Enviromart Companies, Inc. and subsidiary (the “Company”), formerly known as Environmental Science and Technologies, Inc., was incorporated under the laws of the State of Delaware on June 18, 2012. On June 21, 2013, the Company completed an acquisition of intangible assets comprised of intellectual property and trademarks from its former Chief Executive Officer. In conjunction with the acquisition of the intangible assets, the Company commenced operations.

As of January 2, 2015, the Company’s business was operated through its wholly-owned subsidiary, EnviroPack Technologies, Inc. Effective on or about January 15, 2015, the Company changed its name to The Enviromart Companies, Inc. and the Company’s wholly-owned subsidiary, EnviroPack Technologies, Inc., changed its name to Enviromart Industries, Inc. The Company’s other wholly owned subsidiaries are currently inactive.

Sale of Operating Business

On March 21, 2016, the Company entered into a Stock Purchase and Sale Agreement with Michael R. Rosa, founder and a significant shareholder, and Enviromart Industries, Inc., its sole operating subsidiary, pursuant to which the Company agreed to transfer to Mr. Rosa all the issued and outstanding capital stock of Enviromart Industries, Inc.

On March 17, 2016, our Board of Directors approved the sale of our sole operating subsidiary, Enviromart Industries, Inc., to Michael R. Rosa, our founder and a significant shareholder, as contemplated by that certain Agreement between us, Mr. Rosa and Mark Shefts, dated July 14, 2014 (“Break-up Agreement”). The Break-up Agreement was originally disclosed in our Current Report on Form 8-K filed July 18, 2014, which is incorporated herein by this reference.

Accordingly, the Company now has only minimal assets and liabilities. Its operations are focused on seeking to acquire an operating business with strong growth potential. From and after the sale, unless and until the Company completes an acquisition, its expenses are expected to consist solely of legal, accounting and compliance costs, including those related to complying with reporting obligations under the Securities and Exchange act of 1934.

We are now considered a blank check company. The SEC defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Exchange Act, and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the "Securities Act"), we also qualify as a "shell company," because we have no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

Our current business plan is to attempt to identify and negotiate with a business target for the merger of that entity with and into Enviromart. In certain instances, a target company may wish to become a subsidiary of Enviromart or may wish to contribute or sell assets to Enviromart rather than to merge. No assurances can be given that Enviromart will be successful in identifying or negotiating with any target company. Enviromart seeks to provide a method for a foreign or domestic private company to become a reporting or public company whose securities are qualified for trading in the United States secondary markets.

A business combination with a target company normally will involve the transfer to the target company of the majority of the issued and outstanding common stock of Enviromart, and the substitution by the target company of its own management and board of directors. No assurances can be given that Enviromart will be able to enter into a business combination, or, if Enviromart does enter into such a business combination, no assurances can be given as to the terms of a business combination, or as to the nature of the target company.

Employees

The Company’s only employees at the present time are its officers and directors, who will devote as much time as the Board of Directors determine is necessary to carry out the affairs of the Company.

Available Information

The public may read and copy any materials we file with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to the foregoing, at the SEC’s Public Reference Room at 100 F St., NE, Washington, DC 20549, on official business days during the hours of 10 AM to 3 PM. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains periodic and current reports, proxy and information statements, and other information regarding the Company and other issuers that file electronically with the SEC.

ITEM 1A. Risk Factors

Smaller reporting companies are not required to provide the information required by this Item 1A.

ITEM 1B. Unresolved Staff Comments

None

ITEM 2. Properties

We currently maintain our corporate offices at 160 Summit Avenue, Montvale, New Jersey, 07645.

We do not pay rent for this space because the amount of the space we use at such office is de minimis. We believe that this space will be sufficient until we start generating revenues and need to hire employees.

ITEM 3. Legal Proceedings

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company's property is not the subject of any pending legal proceedings.

ITEM 4. Mine Safety Disclosures

None

PART II

ITEM 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is quoted in the OTC market (OTCPINK) under the symbol “EVRT”. We have not included 2 year trading history for our common stock because our stock was not approved for quotation until January 19, 2016. Our common stock last traded at $0.25 on November 1, 2016. However, currently, there is no active public trading market for our shares.

The sale of “restricted securities” (common stock) pursuant to Rule 144 of the SEC by members of management or any other person to whom any such securities may be issued in the future may have a substantial adverse impact on any such public market. For information regarding the requirements for re-sales under Rule 144, see the heading “Rule 144” below.

Holders

As of April 6, 2017 we had approximately seventy-eight (78) shareholders of record. We believe that additional beneficial owners of our common stock hold shares in street name.

Dividends

We have not declared any cash dividends with respect to our common stock and do not intend to declare dividends in the foreseeable future. Our future dividend policy cannot be ascertained with any certainty, and unless and until we complete any acquisition, reorganization or merger, no such policy will be formulated. There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our securities.

Securities Authorized for Issuance under Equity Compensation Plans

None; not applicable.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

Unregistered Sales

On January 31, 2016, the Company sold 100,000 shares of our common stock to an accredited investor for gross proceeds of $10,000 (an average per share price of $0.10).

On June 6, 2016 the Company issued 1,000,000 shares to an accredited investor as settlement of liabilities valued at $8,500. These shares were valued at $0.006 per share or $5,605, resulting in a gain on settlement of $2,895.

On June 6, 2016, the Company sold an aggregate of 2,100,000 shares of our common stock to an accredited investor for gross proceeds of $12,500 (a per share price of $.006).

On July 19, 2016, the Company issued 5,000,000 shares valued at $30,000 in consideration for legal services.

On July 19, 2016 the Company issued 5,000,000 shares valued at $30,000 to a related party in consideration for his agreement to fund the Company’s audit and accounting fees and to provide office space for the Company.

The Company believes that the foregoing transactions were exempt from the registration requirements under Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended (“the Act”) or Section 4(2) under the Act, based on the following facts: in each case, there was no general solicitation, there was a limited number of investors, each of whom was an “accredited investor” (within the meaning of Regulation D under the “1933 Act”, as amended) and/or was (either alone or with his/her purchaser representative) sophisticated about business and financial matters, each such investor had the opportunity to ask questions of our management and to review our filings with the Securities and Exchange Commission, and all shares issued were subject to restrictions on transfer, so as to take reasonable steps to assure that the purchasers were not underwriters within the meaning of Section 2(11) under the 1933 Act.

Rule 144

The following is a summary of the current requirements of Rule 144:



	Affiliate or Person Selling on Behalf of an Affiliate	Non-Affiliate (and has not been an Affiliate During the Prior Three Months)
Restricted Securities of Reporting Issuers	During six-month holding period – no resales under Rule 144 Permitted. After Six-month holding period – may resell in accordance with all Rule 144 requirements including: · Current public information, · Volume limitations, · Manner of sale requirements, and · Filing of Form 144.	During six- month holding period – no resales under Rule 144 permitted. After six-month holding period but before one year – unlimited public resales under Rule 144 except that the current public information requirement still applies. After one-year holding period – unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.
Restricted Securities of Non-Reporting Issuers	During one-year holding period – no resales under Rule 144 permitted. After one-year holding period – may resell in accordance with all Rule 144 requirements including: · Current public information, · Volume limitations, · Manner of sale requirements, and · Filing of Form 144.	During one-year holding period – no resales under Rule 144 permitted. After one-year holding period – unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.

Shell Companies

The following is an excerpt from Rule 144(i) regarding re-sales of securities of shell companies:

“(i)

Unavailability to securities of issuers with no or nominal operations and no or nominal non-cash assets.

(1)

This section is not available for the resale of securities initially issued by an issuer defined below:

(i)

An issuer, other than a business combination related shell company, as defined in §230.405, or an asset-backed issuer, as defined in Item 1101(b) of Regulation AB (§229.1101(b) of this chapter), that has:

(A)

No or nominal operations; and

(B)

Either:

(1)

No or nominal assets;

(2)

Assets consisting solely of cash and cash equivalents; or

(3)

Assets consisting of any amount of cash and cash equivalents and nominal other assets; or

(ii)

An issuer that has been at any time previously an issuer described in paragraph (i)(1)(i).

(2)

Notwithstanding paragraph (i)(1), if the issuer of the securities previously had been an issuer described in paragraph (i)(1)(i) but has ceased to be an issuer described in paragraph (i)(1)(i); is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issue was required to file such reports and materials), other than Form 8-K reports (§249.308 of this chapter); and has filed current “Form 10 information” with the Commission reflecting its status as an entity that is no longer an issuer described in paragraph (i)(1)(i), then those securities may be sold subject to the requirements of this section after one year has elapsed from the date that the issuer filed “Form 10 information” with the Commission.

(3)

The term “Form 10 information” means the information that is required by Form 10 or Form 20-F (§249.220f of this chapter), as applicable to the issuer of the securities, to register under the Exchange Act each class of securities being sold under this rule. The issuer may provide the Form 10 information in any filing of the issuer with the Commission. The Form 10 information is deemed filed when the initial filing is made with the Commission.”

Securities of a shell company cannot be publicly sold under Rule 144 in the absence of compliance with this subparagraph.

Use of Proceeds of Registered Securities

Not applicable.

Purchases of Equity Securities by Us and Affiliated Purchasers

None; not applicable.

ITEM 6: Selected Financial Data

Not required for smaller reporting companies.

ITEM 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-looking Statements

Statements made in this Annual Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Overview

On June 21, 2013, the Company completed the acquisition of certain assets from Michael R. Rosa, its chief executive officer, and commenced business operations. Since completing the acquisition, the Company has raised capital, hired employees, leased space, engaged consultants and advisors, conducted extensive sales and marketing related activities both domestically and internationally, negotiated vendor relationships and engaged seller’s representatives.

Sale of Operating Business

On February 16, 2016, The Rushcap Group, Inc. (“Rushcap”), an affiliate of Mark Shefts (then a significant shareholder), notified us that, effective March 31, 2016, it was discontinuing its funding of our wholly owned subsidiary under the Inventory Financing Agreement dated June 19, 2015. Rushcap reserved the right to discontinue the funding prior to March 31, 2016, if it so determined. The discontinuation of funding will have a material adverse effect on our business, financial condition and results of operation, as we did not believe that we would be able to timely secure funding to replace the discontinued Inventory Financing.

In light of the discontinuation of funding, our Board of Directors spent approximately one month assessing the operating company’s current business and funding prospects, including whether to transfer the operating subsidiary to Michael R. Rosa, our founder and a significant shareholder, in accordance with that certain Agreement between the Company, Mr. Rosa and Mr. Shefts, dated July 14, 2014 (“Break-up Agreement”). The Break-up Agreement was disclosed in the Company’s Current Report on Form 8-K filed July 18, 2014, which is incorporated herein by this reference.

Our Board of Directors concluded that the discontinuation of funding would have a material adverse effect on our business, financial condition and results of operation, as it did not believe that it would be able to timely secure funding to replace the discontinued Inventory Financing.

In consideration for the transfer of the operating subsidiary to Mr. Rosa, he surrendered to us all 13,657,500 shares of the Company’s common stock then owned by him, which shares have been returned to the status of authorized and unissued shares. In addition, Mr. Rosa and Enviromart Industries, Inc. (the Companies former operating subsidiary) agreed to assume and discharge any and all of the Company’s liabilities existing as the closing date, of which there were none, as all of the Company’s operations have been conducted through Enviromart Industries, Inc. (its sole operating subsidiary).

Upon the closing of the purchase and sale transaction, Mr. George Adyns resigned from our board of directors and all offices held by him.

All of the disclosures in this Annual Report on Form 10-K must be viewed in light of the disposition of our sole operating subsidiary, as our operating business has been discontinued, and the value of our company is now dependent upon our ability to locate and consummate the acquisition of an operating business with strong growth potential.

Results of Operations

For the year ended December 31, 2016, we had net income of $1,082,000 as compared to a net loss of $588,000 for the year ended December 31, 2015. The decrease in loss was due primarily to the $1,328,000 gain on disposition of discontinued operations. This gain will not recur in subsequent periods. Unless and until the Company completes the acquisition of an operating business, the Company’s expenses are expected to consist of the legal, accounting and administrative costs of maintaining a public company.

General and Administrative Expenses

General and administrative expenses were approximately $154,000 for the year ended December 31, 2016 as compared to approximately $104,000 for the year ended December 31, 2015. General and administrative expenses consist primarily of professional fees.

Loss from Continuing Operations

Loss from continuing operations was approximately $151,000 during the year ended December 31, 2016, as compared to approximately $104,000 during the year ended December 31, 2015. This increase was primarily attributable to an increase in professional fees for the year ended December 31, 2016.

Recent Developments

None

Liquidity and Capital Resources

Currently, we have minimal cash. As discussed elsewhere in this report, we have issued stock in exchange for office space and all other services needed to maintain the company as a public company with respect to calendar year 2016.

As disclosed elsewhere in the Report, on March 21, 2016, we entered into a Stock Purchase and Sale Agreement with Michael R. Rosa and Enviromart Industries, Inc., our sole operating subsidiary, pursuant to which we transferred to Mr. Rosa all the issued and outstanding capital stock of Enviromart Industries, Inc.

In consideration for the transfer of the operating subsidiary to Mr. Rosa, he surrendered to us all 13,657,500 shares of the Company’s common stock owned by him, which shares have been returned to the status of authorized and unissued shares. In addition, Mr. Rosa and Enviromart Industries, Inc. agreed to assume and discharge any and all of the Company’s liabilities existing as the closing date, of which there were none, as all of the Company’s operations have been conducted through Enviromart Industries, Inc. (its sole operating subsidiary).

The value of our company is now dependent upon our ability to locate and consummate the acquisition of an operating business with strong growth potential. As of the date of filing of this Report, we have minimal cash. However, prior to completing an acquisition, our expenses will consist primarily of compliance costs associated with being a public company, and we expect these compliance costs to be substantially less than they have been historically, at least until we complete an acquisition transaction. Also, as noted above, we have issued stock in exchange for office space and all other services needed to maintain the company as a public company with respect to calendar year 2016.

If we need to raise additional funds, we intend to do so through equity and/or debt financing.

Going Concern Consideration

The Company incurred losses from continuing operations of $150,778 and $104,219 for the years ended December 31, 2016 and 2015, respectively, and had nominal working capital of $100 and stockholders' equity of $100 at December 31, 2016. In addition, the Company had negative cash flows from operating activities of $41,675 for the year ended December 31, 2016. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.

ITEM 7A: Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

ITEM 8: Financial Statements and Supplementary Data

THE ENVIROMART COMPANIES, INC.

FINANCIAL STATEMENTS

December 31, 2016

TABLE OF CONTENTS



Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets	F-2
Statements of Operations	F-3
Statement of Stockholders’ Equity (Deficit)	F-4
Statements of Cash Flows	F-5
Notes to Financial Statements	F-6

[f10k123116_10k001.jpg]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Enviromart Companies, Inc.

We have audited the accompanying balance sheets of Enviromart Companies, Inc. (“the Company”) as of December 31, 2016 and 2015, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two year period ended December 31, 2016. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Enviromart Companies, Inc. as of December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered net losses since inception and has accumulated a significant deficit. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sadler, Gibb & Associates, LLC

Salt Lake City, UT

April 14, 2017

[f10k123116_10k002.jpg]

F-1

THE ENVIROMART COMPANIES, INC.

Balance Sheets



			December 31,		December 31,
			2016		2015

	ASSETS

Current Assets
Cash		$	100	$	-
	Assets held for sale		-		529,502
Total Current Assets			100		529,502

TOTAL ASSETS		$	100	$	529,502

	LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities
	Liabilities held for sale	$	-	$	1,622,922
Total Current Liabilities			-		1,622,922

Commitments and Contingencies			-		-

Stockholders’ Equity (Deficit)
	Preferred stock, $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding		-		-
	Common stock, $0.0001 par value, 250,000,000 shares authorized; 49,861,775 and 48,419,275 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively		4,986		4,842
	Common stock to be issued, 200,000 and 2,100,000 shares issuable at December 31, 2016 and December 31, 2015, respectively		20		210
	Additional paid-in capital		1,027,291		1,015,597
	Accumulated deficit		( 1,032,197)		(2,114,069)
Total Stockholders’ Equity (Deficit)			100		(1,093,420)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)		$	100	$	529,502

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

F-2

THE ENVIROMART COMPANIES, INC.

Statements of Operations


		For the Year Ended
		December 31,
		2016		2015

Sales – Net	$	-	$	-

Operating Expenses
General and Administrative		153,673		104,219

Loss from operations		(153,673)		(104,219)

Other Income (expense)
Gain on Settlement of Accounts Payable		2,895		-

Net Loss from Continuing Operations		(150,778)		(104,219)

(Loss) from discontinued operations		(95,523)		(483,282)
Gain on disposition of discontinued operations		1,328,175		-
Net Income (Loss) from Discontinued Operations		1,232,652		(483,282)

Net Income (loss)	$	1,081,874	$	(587,501)

Net Loss per share of common stock (basic and diluted) continuing operations	$	(0.00)	$	(0.01)

Net Income (Loss) per share of common stock (basic and diluted) discontinued operations	$	0.03	$	(0.01)

Net Income (Loss) per share of common stock (basic and diluted)	$	0.02	$	(0.01)

Weighted average number of shares outstanding – basic and diluted		49,246,877		39,922,416

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

F-3

THE ENVIROMART COMPANIES, INC.

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)


		Common Stock Issued			Common Stock Issuable
		Shares		Par Value	Shares		Par Value		Additional Paid in Capital		Accumulated Deficit		Stockholders’ Equity
													(Deficit)
Balance, December 31, 2014		34,995,429	$	3,500	271,000	$	27	$	635,256	$	(1,526,568)	$	(887,785)

	Pursuant to private placement at $0.002 per share	1,848,571		185	-		-		3,512		-		3,697

	Pursuant to consulting services	75,000		7	-		-		143		-		150

	Issuance of issuable shares	271,000		27	(271,000)		(27)		-		-		-

	Conversions of liabilities	11,229,275		1,123	-		-		364,650		-		365,773

	Pursuant to private placement at average $0.006 per share	-		-	2,100,000		210		11,790		-		12,000

	Warrants	-		-	-		-		246		-		246

	Net loss for the period	-		-	-		-		-		(587,501)		(587,501)

Balance, December 31, 2015		48,419,275		4,842	2,100,000		210		1,015,597		(2,114,069)		(1,093,420)

	Issuance of issuable shares	2,000,000		200	(2,000,000)		(200)		-		-		-

	Shares issued for services	10,000,000		1,000	-		-		59,000		-		60,000

	Private placement of common stock	2,100,000		210	100,000		10		22,280		-		22,500

	Retirement of common stock	(13,657,500)		(1,366)	-		-		(75,191)		-		(76,557)

	Shares issued for settlement of liabilities	1,000,000		100	-		-		5,505		-		5,605

	Contributed capital – related party	-		-	-		-		100		-		100

	Net income for the year	-		-	-		-		-		1,081,874		1,081,874

Balance, December 31, 2016		49,861,775	$	4,986	200,000	$	20	$	1,027,291	$	(1,032,197)	$	100

The accompanying notes are an integral part of these financial statements

F-4

THE ENVIROMART COMPANIES, INC.

Statements of Cash Flows


		For the Year Ended
		December 31,
		2016		2015

Cash Flows from Operating Activities
Net Income (loss)	$	1,081,874	$	(587,501)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Loss from discontinued operations		95,523		483,282
Gain on disposition of discontinued operations		(1,328,175)		-
Common stock issued for services		60,000		-
Gain on settlement of accounts payable		(2,895)		-
Expenses paid by third party		49,256		-
Increase in accounts payable and accrued expenses		8,390		58,083
Net cash used in continuing operating activities		(36,027)		(46,136)
Net cash used in discontinued operating activities		(5,648)		(457,662)
Net cash used in operating activities		(41,675)		(503,798)

Cash Flows from Investing Activities
Net cash used in continuing investing activities		-		-
Net cash used in discontinued investing activities		-		-
Net cash used in investing activities		-		-

Cash Flows from Financing Activities
Proceeds of capital contributions – related party		100		-
Issuance of common stock for cash		22,500		15,487
Net cash provided by continuing financing activities		22,600		15,487
Net cash provided by discontinued financing activities		2,432		503,139
Net cash provided by financing activities		25,032		518,626

Increase (decrease) in Cash and Cash equivalents		(16,643)		14,828

Cash and Cash Equivalents--Beginning of Period		16,743		1,915
Cash and Cash Equivalents--End of Period	$	100	$	16,743

Supplemental Disclosures
Cash paid for Interest	$	172	$	42,679

Non-Cash Investing and Financing Activities
Issuance of convertible note to an officer for expenses paid	$	-	$	100,000
Shares returned and cancelled in sale of subsidiary	$	76,557	$	-
Liabilities paid with Common Stock	$	8,500	$	-
Common stock issued for consultants	$	-	$	150
Subscription payable	$	200	$	27
Note and accounts payable converted to stock	$	-	$	365,835

The accompanying notes are an integral part of these financial statements

F-5

THE ENVIROMART COMPANIES, INC.

Notes to Financial Statements

December 31, 2016 and 2015

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

As of January 2, 2015, the Company’s business was operated through its wholly-owned subsidiary, EnviroPack Technologies, Inc. Effective on or about January 15, 2015, the Company changed its name to The Enviromart Companies, and the Company’s wholly-owned subsidiary, EnviroPack Technologies, Inc., changed its name to Enviromart Industries, Inc. The Company’s other wholly owned subsidiaries are currently inactive.

In consideration for the transfer of the operating subsidiary to Mr. Rosa, he surrendered to us all 13,657,500 shares of the Company’s common stock then owned by him, which shares were returned to the status of authorized and unissued shares. In addition, Mr. Rosa and Enviromart Industries, Inc. agreed to assume and discharge any and all of the Company’s liabilities existing as the closing date, of which there was none, as all of the Company’s operations have been conducted through Enviromart Industries, Inc. (its sole operating subsidiary). The company accounted for the transaction as a “split-off” per the guidance at ASC 845-10-30-12.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP 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 unaudited consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Enviromart Industries, Inc. (f/k/a EnviroPack Technologies, Inc.), which was consolidated through March 31, 2016 and the results of its operations are shown as discontinued operations. All inter-company accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with original maturities of three months or less when acquired to be cash equivalents.

F-6

THE ENVIROMART COMPANIES, INC.

Notes to Financial Statements

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentration of Risk

Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash. Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company has in the past occasionally maintained amounts on deposit with a financial institution that are in excess of the federally insured limits. The risk is managed by maintaining all deposits in high quality financial institutions.

Income Taxes

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. 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. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. As of December 31, 2016, all deferred tax assets continue to be fully reserved.

Basic Earnings (Loss) Per Share

Basic earnings per share is based on the weighted average number of common shares outstanding. Diluted earnings per share is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic earnings per share is computed by dividing net income/loss available to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Weighted average number of shares used to calculate basic and diluted loss per share is considered the same as the effect of dilutive shares is anti-dilutive for all periods presented. As of December 31, 2016 and, 2015, there were -0- common stock equivalents, not included in dilutive earnings per share as their effect is anti-dilutive.

Revenue Recognition

Revenue is recognized across all segments of the business when there is persuasive evidence of an arrangement, delivery has occurred, price has been fixed or is determinable, and collectability is reasonably assured. Revenue is recognized at the time title passes and risk of loss is transferred to customers.

Discontinued Operations

Per the guidance at ASU 2014-10, the Company has presented discontinued operations related to the transfer of the former operating subsidiary (see Note 7) in the period in which either the discontinued operation has been disposed of or classified as held for sale.

Stock-Based Compensation

The Company expenses all stock-based payments to employees and non-employee directors based on the grant date fair value of the awards over the requisite service period, adjusted for estimated forfeitures.

Recently Issued Financial Accounting Standards

Management believes the impact of recently issued standards and updates, which are not yet effective, will not have a material impact on the Company’s financial position, results of operations or cash flows upon adoption.

F-7

THE ENVIROMART COMPANIES, INC.

Notes to Financial Statements

NOTE 3. GOING CONCERN

The Company incurred losses from continuing operations of $150,778 and $104,219 for the years ended December 31, 2016 and 2015, respectively, and had working capital of $100 and a stockholders' equity of $100 at December 31, 2016. In addition, the Company had negative cash flows from continuing operating activities of $36,027 for the year ended December 31, 2016. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from any future operations or that funds will be available from external sources such as debt or equity financings or other potential sources. If the Company is unable to raise capital from external sources when required, there would be a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders. The Company is now seeking an operating company with which to merge or acquire. There is no assurance, however, that the Company will achieve its objectives or goals.

The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

During the year ended December 31, 2016, the Company received gross proceeds of $22,500 from the sale of common stock. There can be no assurances that the Company will be able to raise the additional funds it requires.

NOTE 4. RELATED PARTY TRANSACTIONS

On September 26, 2014, the Company entered into an agreement with Rushcap Group, Inc. (controlled by Mark Shefts (a significant shareholder) to provide a revolving line of credit to purchase inventory to the Company. The maximum borrowing amount under this agreement was originally $300,000, and was increased to $750,000 in May 2015. As of December 31, 2016, $-0- had been advanced to the company under this agreement, as all amounts were advanced to the operating subsidiary, which we transferred to Michael R. Rosa, as described below.

On March 24, 2015, the Company awarded its then CFO warrants to purchase 750,000 shares of common stock, at an exercise price of $.10 per share, subject to vesting annually over a three year period commencing December 31, 2015. These warrants include a cashless exercise feature. As part of the transfer of the operating subsidiary, these warrants were cancelled. See Note 6 Stockholders Equity.

On March 21, 2016, the Company entered into a Stock Purchase and Sale Agreement with Michael R. Rosa, founder and then a significant shareholder, and Enviromart Industries, Inc., its sole operating subsidiary, pursuant to which the Company agreed to transfer to Mr. Rosa all the issued and outstanding capital stock of Enviromart Industries, Inc.

In consideration for the transfer of the operating subsidiary to Mr. Rosa, he surrendered to us all 13,657,500 shares which he controlled, which shares were returned to the status of authorized and unissued shares. In addition, Mr. Rosa and Enviromart Industries, Inc. have assumed and discharged any and all of the Company’s liabilities existing as the closing date, of which there were none, as all of the Company’s operations had been conducted through Enviromart Industries, Inc. (its sole operating subsidiary).

The above described purchase and sale transaction closed on July 21, 2016, effective April 1, 2016, and was approved by a majority of the Company’s shareholders by written consent on May 4, 2016. As a result of the completion of the purchase and sale transaction, the Company’s operating business has been discontinued, and it is focusing on seeking to acquire an operating business with strong growth potential. The Company accounted for this transaction as a “split-off” per the guidance at ASC 845-10-30-12 and recognized a gain of $1,328,175 on the difference between the fair value of the consideration received and the book value of the net assets of the subsidiary.

On July 19, 2016, the Company issued 5,000,000 shares valued at $30,000 to a related party in consideration for his agreement to fund the Company’s audit and accounting fees and to provide office space for the Company.

F-8

THE ENVIROMART COMPANIES, INC.

Notes to Financial Statements

NOTE 5. STOCKHOLDERS’ EQUITY

Private Offering

On January 22, 2015, the Company sold an aggregate of 1,848,571 shares of our common stock to two accredited investors for gross proceeds of $3,697 (a per share price of $0.002).

On December 31, 2015, the Company agreed to sell an aggregate of 2,100,000 shares of our common stock to three accredited investors for gross proceeds of $12,000 (an average per share price of $0.006).

During January, 2016, the Company issued 2,000,000 shares to accredited investors related to their stock purchase agreements dated December 31, 2015. These shares were sold at $0.0057 per share for proceeds of $11,400 and were originally reported as common stock to be issued at December 31, 2015.

On January 31, 2016, the Company agreed to sell 100,000 units, with each unit consisting of one share of our common stock and a warrant to purchase ½ shares of common stock at a price of $0.25, to an accredited investor for gross proceeds of $10,000 (a per unit price of $.10). As of March 31, 2016, the Company granted this accredited investor 100,000 warrants related to his unit purchase transactions. Under the terms of the Stock Purchase and Sale Agreement, these warrants were terminated.

On June 6, 2016, the Company sold an aggregate of 2,100,000 shares of our common stock to a related party accredited investor for gross proceeds of $12,500 (a per share price of $0.006).

Common Stock Issued for the Extinguishment of Liabilities

Effective September 30, 2015, the holder of a $50,000 note elected to convert the principal amount of the note as well as $2,384 of interest payable into 2,095,352 shares of Company common stock.

Effective September 30, 2015, the holders of two $100,000 notes elected to convert the principal amounts of their respective notes into 4,000,000 shares each of Company common stock.

Effective September 30, 2015, the holder of a $15,000 related party note elected to convert the principal amount of the note into 188,663 shares of Company common stock.

Effective September 30, 2015, several persons owed in the aggregate $98,388 elected to convert their respective debt into an aggregate of 945,220 shares of Company common stock.

Stock-Based Compensation

On February 10, 2015, the Company issued 75,000 shares to a third party in recognition of services. These shares were valued at $0.002 per share for a total of $150.

On March 24, 2015 the Company granted 750,000 warrants to its then Chief Financial Officer (now President and CFO). The warrants vest over a three-year period with 250,000 warrants vesting each year. The warrants are exercisable at $.10 per share and expire on December 31, 2018. The Company recognizes stock-based compensation in the financial statements for all share-based awards to employees, including grants of warrants, based on their fair values. The Company uses the Black-Scholes valuation model to estimate the fair value of stock option grants. The Black-Scholes model incorporates calculations for expected volatility and risk-free interest rates and these factors affect the estimate of the fair value of the Company’s stock option grants. The Company used the following variables in its Black-Scholes calculation. Exercise price of $0.10, stock price of $0.002, risk free rate of .5%, term of 3 years and volatility of 200%. The total fair value of the warrants is $750. Total stock based compensation expense for the year ended December 31, 2015 was $250.

On June 6, 2016, the Company issued 1,000,000 shares to a third party as settlement of liabilities valued at $8,500. There shares were valued at $0.006 per share or $5,605, resulting in a gain on settlement of $2,895.

On July 19, 2016, the Company issued 5,000,000 shares valued at $30,000 to an individual, who became a significant stockholder as a result of this transaction, in consideration for legal services.

F-9

THE ENVIROMART COMPANIES, INC.

Notes to Financial Statements

NOTE 6. COMMITMENTS AND CONTINGENCIES

Except as disclosed herein, we are not a party to any pending legal proceeding. To the knowledge of our management, except as disclosed herein, no federal, state or local governmental agency is presently contemplating any proceeding against us.

NOTE 7. DISCONTINUED OPERATIONS

On February 16, 2016, The Rushcap Group, Inc. (“Rushcap”), an affiliate of Mark Shefts (then a significant shareholder), notified us that, effective March 31, 2016, it was discontinuing its funding of our wholly owned subsidiary under the Inventory Financing Agreement dated June 19, 2015. Rushcap reserved the right to discontinue the funding prior to March 31, 2016, if it so determined. The discontinuation of funding was expected to have a material adverse effect on our business, financial condition and results of operation, as we did not believe that we would be able to timely secure funding to replace the discontinued Inventory Financing.

In consideration for the transfer of the operating subsidiary to Mr. Rosa, he surrendered to us all 13,657,500 shares of the Company’s common stock then owned by him, which shares have been returned to the status of authorized and unissued shares. In addition, Mr. Rosa and Enviromart Industries, Inc. agreed to assume and discharge any and all of the Company’s liabilities existing as the closing date, of which there were none, as all of the Company’s operations had been conducted through Enviromart Industries, Inc. (its sole operating subsidiary). The Company accounted for this transaction as a “split-off” per the guidance at ASC 845-10-30-12 and recognized a gain of $1,328,175 on the difference between the fair value of the consideration received and the book value of the net assets of the subsidiary.

The above described purchase and sale transaction closed on July 21, 2016, effective April 1, 2016, and was approved by a majority of the Company’s shareholders by written consent on May 4, 2016.

As a result of the completion of the purchase and sale transaction, the Company’s operating business has been discontinued, and it is focusing on seeking to acquire an operating business with strong growth potential.

F-10

THE ENVIROMART COMPANIES, INC.

Notes to Financial Statements

NOTE 7. DISCONTINUED OPERATIONS (Continued)

The assets and liabilities held for discontinued operations presented on the balance sheet as of March 31, 2016 and December 31, 2015 consisted of the following:


				March 31, 2016		December 31, 2015
		ASSETS
Current Assets
	Cash		$	111	$	16,743
	Accounts receivable, net			217,616		262,068
	Inventory, net			226,062		212,240
	Prepaid Expenses & Other Current Assets			22,448		8,644
Total Current Assets				466,237		499,695

Non-Current Assets
	Equipment, net			22,495		29,807
TOTAL ASSETS			$	488,732	$	529,502
		LIABILITIES
Current Liabilities
	Bank Overdraft		$	27,276	$	-
	Accounts payable and accrued expenses			968,818		903,077
	Line of Credit - related party			695,000		719,845
Total Current Liabilities			$	1,691,094	$	1,622,922

The income (loss) from discontinued operations presented in the income statement for the years ended December 31, 2016 and 2015, consisted of the following:


		For the years ended December 31,
		2016		2015
Revenue	$	538,629	$	2,268,504
Cost of goods sold		339,914		1,535,910
Gross profit		198,715		732,594
Operating Expenses		(263,066)		(1,097,014)
Other Expenses		(31,172)		(118,862)
Income (Loss) from Discontinued Operations	$	(95,523)	$	(483,282)

As a result of this transaction, the Company has recorded a gain on disposition of discontinued operations of $1,328,175. The Company considers this transaction to be a tax-free reorganization and accordingly there is no provision for income taxes.

F-11

THE ENVIROMART COMPANIES, INC.

Notes to Financial Statements

NOTE 8. INCOME TAXES

A reconciliation of the expected income tax benefit (provision) computed using the federal statutory income tax rate of 34% and New Hampshire statutory income tax rate of 8.5% to the Company’s effective income tax rate is as follows:


		2016		2015
Book income (loss) from operations	$	(64,081)	$	(249,688)
Stock/options issued for services		-		143
Depreciation and amortization		-		10,265
Change in valuation allowance		64,081		239,279
Income Tax Expense	$	-	$	-

The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and deferred tax liabilities are presented below:


		2016		2015
Cumulative NOL	$	(1,520,830)	$	(1,826,853)

Deferred Tax assets:
(34% Federal, 8.5% Avg. Corp. Rate)
Net operating loss carry forwards		(768,420)		(898,479)
Stock/options issued for services		71,941		71,941
Depreciation and amortization		24,625		24,625
Impairment Expense		25,500		25,500
Valuation allowance		646,354		776,413
Income tax provision	$	-	$	-

Deferred income taxes result from temporary differences between income tax and financial reporting computed at the effective income tax rate. The Company has established a valuation allowance against its net deferred tax assets due to the uncertainty surrounding the realization of such assets. Management periodically evaluates the recoverability of the deferred tax assets. At such time, if it is determined that it is more likely than not that deferred tax assets are realizable, the valuation allowance will be reduced.

The Company files U.S. federal and New Hampshire income tax returns. Our major tax jurisdictions are U.S. federal and the State of New Hampshire and are subject to tax examinations for the open years from 2014 through 2016.

As of December 31, 2016 and 2015, the Company had net operating loss carry-forwards for federal and state income tax purposes of approximately $1,521,000 and $1,827,000, respectively. Such carry-forwards may be used to reduce taxable income, if any, in future years subject to limitations of Section 382 of the Internal Revenue Code for federal income and New Hampshire tax purposes.

NOTE 9. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the financial statements were issued and up to the time of filing with the Securities and Exchange Commission.

On April 10, 2017, Laurence H. King, CEO and Chairman, was appointed President of the Company.

F-12

ITEM 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

ITEM 9A(T): Controls and Procedures

Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including the president and secretary, to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of our management, including our president and controller, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based upon that evaluation, our president and treasurer concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures were not effective, based on having insufficient resources to establish an effective control and procedures environment during 2016. Although we do have a subcontracted outside accountant, there is not enough personnel to establish proper controls and procedures with checks and balances at this time

A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. We believe our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our President evaluated the effectiveness of our internal control over financial reporting as of December 31, 2016. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (2013). Based on this evaluation, our President concluded that, as of December 31, 2016, our internal control over financial reporting were not effective, based on having insufficient resources to establish an effective control environment during 2016.

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Security and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

Changes in Internal Control over Financial Reporting

During the year covered by this report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B: Other Information

On April 10, 2017, Laurence H. King, CEO and Chairman, was appointed President of the Company.

PART III

ITEM 10: Directors, Executive Officers, and Corporate Governance

Directors and Executive Officers

The following table sets forth certain information regarding our directors and executive officers as of December 31, 2016:


Name	Age	Position
Laurence H. King	41	Chairman & Chief Executive Officer

Laurence H. King became a director of the Company on February 16, 2016, as disclosed in our Form 8-K Current Report filed with the SEC on February 19, 2016 and incorporated herein by this reference. He was appointed President of the Company on April 10, 2017.

Laurence H. King, Chairman and President

Laurence King, our Chairman and President, cofounded Omega ATS, a Canadian protected market in 2007. Mr. King was the interim CEO from December 2007 until September 2010, at which point he transitioned the company to a professional management team. In October 2010, Mr. King co-founded Empire Homecare, a durable medical supply. Since founding Empire Homecare, Mr. King has served as managing member. Empire contracts with many rehabilitation facilities and hospitals along the East Coast and is recognized by both Medicare and Medicaid.

Significant Employees

We have no employees who are not executive officers.

Family Relationships

There are no family relationships between our officers and directors.

Involvement in Certain Legal Proceedings

During the past 10 years, to our knowledge, except as described below, none of our present or former directors, executive officers or persons nominated to become directors or executive officers has been the subject of any of the following:

(1) A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two (2) years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two (2) years before the time of such filing;

(2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:

(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii) Engaging in any type of business practice; or

(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4) Such person was the subject of any order, judgment or decree, not subsequently reversed,

suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than sixty (60) days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;

(5) Such person was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;

(6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7) Such person was the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

(i) Any federal or state securities or commodities law or regulation; or

(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

On or about August 12, 2014, we received a Notice of Debarment from the US Defense Logistics Agency (“DLA”) (the “Notice”). The Notice (i) prevents us from bidding on new government contracts and (ii) precludes the renewal of any existing contract that is otherwise renewable. The Notice was issued to us because our then CEO (who was also a significant shareholder of our company) is affiliated with a company that is alleged to have sold products to the DLA that did not conform to the applicable contract. The DLA has not alleged any wrongdoing whatsoever with respect to our company or its contracts with the DLA.

On November 3, 2014, the Company filed a letter with DLA opposing the proposed notice of debarment based on the alleged affiliation with the other company.

We have since received notification from the DLA stating that our appeal was reviewed and denied. As a result, we are not able to bid on any new US government contracts that might otherwise be of interest to us.

Compliance with Section 16(a) of the Exchange Act

The common stock of the Company is registered under the Exchange Act, and therefore, the officers, directors and holders of more than 10% of our outstanding shares are subject to the provisions of Section 16(a) which requires them to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely upon review of the copies of such forms furnished to us during the fiscal year ended December 31, 2016, there were no untimely filings of Section 16(a) reports.

Code of Ethics

As of yet, we have not adopted a corporate code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Corporate Governance

Nominating Committee

We have not established a Nominating Committee because, given that we presently have only one director and one executive officer, we believe that we are able to effectively manage the issues normally considered by a Nominating Committee.

If we do establish a Nominating Committee, we will disclose this change to our procedures in recommending nominees to our Board of Directors.

Audit Committee

We have not established an Audit Committee because, given that we presently have only one director and one executive officer, we believe that we are able to effectively manage the issues normally considered by an Audit Committee.

ITEM 11: Executive Compensation

All Compensation

No deferred compensation or long-term incentive plan awards were issued or granted to our management during the years ended December 31, 2016 or 2015. Furthermore, no member of our management has been granted any option or stock appreciation rights; accordingly, no tables relating to such items have been included within this Item. The following table sets forth the aggregate compensation paid by our Company for services rendered during the periods indicated:

SUMMARY COMPENSATION TABLE


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compen-sation ($)	Nonqual-ified Deferred Compen-sation ($)	All Other Compen- sation ($)	Total Earnings ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)

Michael R. Rosa, CEO (1)	12/31/15	53,269	-	-	-	-	-	-	53,269
George R. Adyns, President and CFO	12/31/15	85,000	-	250	-	-	-	-	85,250
George R. Adyns, President and CFO	12/31/16	39,231	-	-	-	-	-	-	39,231
Laurence H. King, Chairman	12/31/16	-	-	-	-	-	-	-	-

(1)

Mr. Rosa stepped down as president and CEO on April 24, 2015. From April 25, 2015 through September 18, 2015 he was a consultant on a weekly retainer of $1,540. From September 21, 2015 through December 31, 2015, he was Director of Sales and was paid based on a salary of $80,000 per annum.

(2)

George Adyns became our CFO effective January 2, 2015. He had no employment contract and his annual salary was $85,000. On March 24, 2015, our board of directors granted Mr. Adyns a warrant to purchase 750,000 shares of our common stock at an exercise price of $.10 per share. The warrant had a cashless exercise provision and expires December 31, 2018. On April 24, 2015, Mr. Adyns became our President and sole director. He resigned from all offices held by him on July 20, 2016 and his warrant was cancelled in connection with the sale of our operating subsidiary on the same date.

Outstanding Equity Awards at Fiscal Year-End

None, not applicable.

Compensation of Directors

There are no standard arrangements pursuant to which our directors are compensated for any services provided as director, including services for committee participation or for special assignments. Our directors received no compensation for service as directors for the year ended December 31, 2016.

ITEM 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners

The following table sets forth the ownership by (i) any person known to us to be the beneficial owner of more than five percent (5%) of any of our outstanding voting securities and (ii) members of our management as of December 31, 2016. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. The persons named in the table below have sole voting power and investment power with respect to all shares of common stock shown as beneficially owned by them. The percentage of beneficial ownership is based upon 49,861,775 shares of common stock outstanding at that date.

Beneficial Owners


Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership		Percent of Class
Mark Shefts 160 Summit Ave Montvale, NJ 07645	Common Stock	7,100,000	Direct	14.2%

Wanda Shefts (1) 160 Summit Ave Montvale, NJ 07645	Common Stock	18,401,500	Indirect	36.9%

Gabrielle Hager 16 Cedar Road Andover, MA 01810	Common Stock	4,710,000	Direct	9.4%

John G. Nossiff 300 Brickstone Square, Suite 201 Andover, MA 01810	Common Stock	9,956,000	Direct	19.9%

(1)

Held of record by Plaza Associates, of which Ms. Shefts is the sole manager and member.

SEC Rule 13d-3 generally provides that beneficial owners of securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days. Any securities not outstanding which are subject to such options, warrants or conversion privileges exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person. Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person. At the present time there are no outstanding options or warrants.

Changes in Control

On March 21, 2016, we entered into a Stock Purchase and Sale Agreement with Michael R. Rosa and Enviromart Industries, Inc., our sole operating subsidiary, pursuant to which we transferred to Mr. Rosa all the issued and outstanding capital stock of Enviromart Industries, Inc. In consideration for the transfer of the operating subsidiary to Mr. Rosa, he surrendered to us all 13,657,500 shares of the Company’s common stock then owned by him, which shares have been returned to the status of authorized and unissued shares.

On July 19, 2016, the Company issued 5,000,000 shares valued at $30,000 in consideration for legal services. On July 19, 2016, the Company issued 5,000,000 shares valued at $30,000 to a related party in consideration for his agreement to fund the Company’s audit and accounting fees and to provide office space for the Company.

Securities Authorized for Issuance under Equity Compensation Plans

None, not applicable.

ITEM 13: Certain Relationships and Related Party Transactions, and Directors Independence

Transactions with Related Persons

On March 24, 2015, the Company awarded its then CFO (new President and CFO) warrants to purchase 750,000 shares of common stock, at an exercise price of $.10 per share, subject to vesting annually over a three-year period commencing December 31, 2015. These warrants included a cashless exercise feature. See Note 10 – Stockholders’ Equity. The CFO has since resigned and these warrants were terminated in connection with the disposition of our operating subsidiary in 2016, as described below and elsewhere in this Annual Report.

On February 16, 2016, The Rushcap Group, Inc. (“Rushcap”), an affiliate of Mark Shefts (a significant shareholder), notified us that, effective March 31, 2016, it was discontinuing its funding of our wholly owned subsidiary under the Inventory Financing Agreement dated June 19, 2015. Rushcap reserved the right to discontinue the funding prior to March 31, 2016, if it so determined. Thus far, Rushcap has since March 31, continued to provide funding. The discontinuation of funding will have a material adverse effect on our business, financial condition and results of operation, as we do not believe that it will be able to timely secure funding to replace the discontinued Inventory Financing.

In consideration for the transfer of the operating subsidiary to Mr. Rosa, surrendered to us all of the 13,567,500 shares then owned by him, which shares have been returned to the status of authorized and unissued shares. In addition, Mr. Rosa and Enviromart Industries, Inc. agreed to assume and discharge any and all of our liabilities existing as the closing date, of which there were none, as all of our operations were conducted through Enviromart Industries, Inc. (our sole operating subsidiary).

The above described purchase and sale transaction closed on or about July 20, 2016, effective April 1, 2016, and was approved by a majority of our shareholders by written consent. Upon consummation of the purchase and sale transaction, our operating business was discontinued, and we are now focused on seeking to acquire a profitable operating business with strong growth potential.

On March 23, 2016, Mr. George Adyns resigned from our board of directors, but remained as President, Secretary and CFO until the closing of the purchase and sale transaction, at which time he resigned from all offices held by him.

Promoters and Certain Control Persons

See the heading “Transactions with Related Persons” above.

Director Independence

Currently, we have no independent directors serving on our Board of Directors.

ITEM 14: Principal Accounting Fees and Services

The following is a summary of the fees billed to us by our principal accountants during the fiscal years ended December 31, 2016 and 2015:


Fee Category	2016		2015
Audit Fees	$	35,152	$	32,500
Audit related Fees		-		-
Tax Fees		-		-
All other Fees		-		-
Total Fees	$	35,152	$	32,500

Audit Fees - Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.

Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.”

Tax Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.

All Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit fees,” “Audit-related fees,” and “Tax fees” above.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

We have not established an Audit Committee; therefore, there is no Audit Committee policy in this regard. However, we do require approval in advance of the performance of professional services to be provided to us by our principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.

PART IV

ITEM 15: Exhibits, Financial Statement Schedules

(a)(1)(2) Financial Statements. See the audited financial statements for the year ended December 31, 2016 contained in Item 8 above which are incorporated herein by this reference.

(a)(3)

ITEM 16. Exhibits


		Incorporated by Reference
Exhibit	Exhibit Description	Filed Herewith	Form	Period Ending	Exhibit	Filing Date
3.1	Certificate of Incorporation, as amended		10-Q		3.1	01/23/2015
3.2	By-Laws		10		3.2	07/09/2012
4.1	Specimen Stock Certificate		10		4.1	07/09/2012
10.1	Asset purchase agreement between registrant, Michael Rosa and SpillCon Solutions, Inc.		8-K		10.1	06/27/2013
10.2	Asset purchase agreement between registrant, Michael Rosa and Remote Aerial Detection Systems, Inc.		8-K		10.2	06/27/2013
10.3	Asset purchase agreement between registrant, Michael Rosa and EnviroPack Technologies, Inc.		8-K		10.3	06/27/2013
10.4	Asset purchase agreement between registrant, Mark Ceaser and SorbTech Manufacturing, Inc.		8-K		4.01	09/27/2013
10.5	Agreement between registrant and Network 1 Financial Securities, Inc. dated January 13, 2014		10-Q	06/30/2014	10.5	08/19/2014
10.6	Agreement between Mark Shefts, registrant and Michael Rosa dated July 14, 2014		10-Q	09/30/2014	10.6	11/19/2014
10.7	Amended and Restated Promissory Note with Rushcap Group effective May 29,2015		10-Q	06/30/2015	10.7	08/14/2015
10.8	Amended and Restated Purchase Order Financing Agreement with Rushcap Group effective May 29, 2015		10-Q	06/30/2015	10.8	08/14/2015
10.9	First Amended and Restated Convertible Note with Shefts Family LP dated January 21, 2015		10-Q	03/31/2015	10.9	01/23/2015
10.10	Convertible Note with Michael R. Rosa dated January 21, 2015		10-Q	03/31/2015	10.10	01/23/2015
10.11	Stock Purchase and Sale between Registrant, Enviromart Industries, Inc. and Michael R. Rosa, dated March 21, 2016	X
31**	Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended	X
32	Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X

** Furnished, not filed

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

THE ENVIROMART COMPANIES, INC.



Date:	April 14, 2017	By:	/s/ Laurence H. King
			Laurence H. King, Chairman, President and CFO

UNIVERSAL GLOBAL HUB INC. - FORM 10-K - April 14, 2017

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UNIVERSAL GLOBAL HUB INC. Reports