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, 2009
or
o
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
transition period
from
to
Commission File number:
333-148664
ECOLOGIX
RESOURCE GROUP INC.
(Exact
name of small business issuer as specified in its charter)
Delaware
(State or
other jurisdiction of Incorporation or organization)
98-0533882
(IRS
Employee Identification No.)
9903
Santa Monica Blvd.
Suite
918
Beverly
Hills, CA. 90212
Phone
number: 888-LOGIXRG
(Address
of principal executive offices)
(Former
name, former address and former fiscal year, if changed since last
report)
20 a
Sharei Torah Sreet
Jerusalem
Israel
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
o
No
o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes
o
No
o
Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated
filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
Large
accelerated filer
|
o
|
Accelerated
Filer
|
o
|
Non-accelerated
filer
|
o
|
Smaller
reporting company
|
x
|
(Do
not check if a smaller reporting company)
|
|
|
|
APPLICABLE
ONLY TO CORPORATE ISSUERS
State the
number of shares outstanding of each of the issuer's classes of common stock, as
of the latest practicable date:
Class
|
|
Shares
outstanding
|
|
Date
|
Common,
$.0001 par value
|
|
|
50,000,000
|
|
August
12 2009
|
ECOLOGIX
RESOURCE GROUP INC.
Form
10-Q
Index
|
|
Page
|
Part
I – FINANCIAL INFORMATION
|
|
|
|
|
|
Item
1. Financial Statements (Unaudited)
|
|
F-1
|
|
|
|
Condensed
Balance Sheet
|
|
F-2
|
|
|
|
Condensed
Statements of Operations
|
|
F-3
|
|
|
|
Condensed
Statements of Cash Flows
|
|
F-5
|
|
|
|
Notes
on Condensed Financial Information
|
|
F-6
|
|
|
|
Item
2 Management’s Discussion and Analysis or Plan of
Operation
|
|
3
|
|
|
|
Item
3 Control and Procedures
|
|
7
|
|
|
|
Part
II. OTHER INFORMATION
|
|
|
|
|
|
Item
1. Legal Proceedings
|
|
7
|
|
|
|
Item
2. Changes in Securities
|
|
7
|
|
|
|
Item
3. Defaults Upon Senior Securities
|
|
7
|
|
|
|
Item
4. Submission Of Matters To A Vote of Security
Holders
|
|
7
|
|
|
|
Item
5. Other Information
|
|
8
|
|
|
|
Item
6. Exhibits and Reports on Form 8 -K
|
|
8
|
|
|
|
Signatures
|
|
9
|
|
|
|
Certifications
|
|
|
Part
I: Financial Information
Item
1. Financial Statements
ECOLOGIX RESOURCE GROUP, INC.
(A
DEVELOPMENT STAGE COMPANY)
INDEX
TO FINANCIAL STATEMENTS
JUNE
30, 2009
Financial
Statements-
|
|
|
|
|
|
Balance
Sheets as of June 30, 2009 and December 31, 2008
|
|
F-2
|
|
|
|
Statements
of Operations for the Three Months and Six Months Ended
|
|
|
June
30, 2009 and 2008, and Cumulative from Inception
|
|
F-3
|
|
|
|
Statement
of Changes in Stockholders’ Equity for the Period from
Inception
|
|
|
Through
June 30, 2009
|
|
F-4
|
|
|
|
Statements
of Cash Flows for the Six Months Ended June 30, 2009 and
2008,
|
|
|
and
Cumulative from Inception
|
|
F-5
|
|
|
|
Notes
to Financial Statements
|
|
F-6
|
ECOLOGIX
RESOURCE GROUP, INC.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEETS
AS
OF JUNE 30, 2009 AND DECEMBER 31, 2008
ASSETS
|
|
|
|
|
|
|
|
|
As
of
|
|
|
As
of
|
|
|
|
June
30,
|
|
|
December
31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
Current
Assets:
|
|
|
|
|
|
|
Cash
|
|
$
|
755,558
|
|
|
$
|
1,381
|
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
755,558
|
|
|
|
1,381
|
|
|
|
|
|
|
|
|
|
|
Other
Assets:
|
|
|
|
|
|
|
|
|
Patent,
net of amortization of $912 and $456, respectively
|
|
|
14,588
|
|
|
|
15,044
|
|
|
|
|
|
|
|
|
|
|
Total
other assets
|
|
|
14,588
|
|
|
|
15,044
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
770,146
|
|
|
$
|
16,425
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
$
|
132,446
|
|
|
$
|
8,548
|
|
Note
payable
|
|
|
824,500
|
|
|
|
|
|
Loans
payable
|
|
|
29,760
|
|
|
|
-
|
|
Loans
from related parties - Directors and stockholders
|
|
|
35,463
|
|
|
|
40,463
|
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
1,022,169
|
|
|
|
49,011
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
1,022,169
|
|
|
|
49,011
|
|
|
|
|
|
|
|
|
|
|
Commitments
and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
(Deficit)
|
|
|
|
|
|
|
|
|
Preferred
stock, par value $.0001 per share, 50,000,000 shares
|
|
|
|
|
|
|
|
|
authorized;
no shares issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
Common
stock, par value $.0001 per share, 200,000,000 shares
|
|
|
|
|
|
|
|
|
authorized;
50,000,000 shares issued and outstanding
|
|
|
5,000
|
|
|
|
5,000
|
|
Additional
paid-in capital
|
|
|
84,966
|
|
|
|
50,966
|
|
Discount
on common stock
|
|
|
(2,700
|
)
|
|
|
(2,700
|
)
|
(Deficit)
accumulated during the development stage
|
|
|
(339,289
|
)
|
|
|
(85,852
|
)
|
|
|
|
|
|
|
|
|
|
Total
stockholders' (deficit)
|
|
|
(252,023
|
)
|
|
|
(32,586
|
)
|
|
|
|
|
|
|
|
|
|
Total
Liabilities and Stockholders' (Deficit)
|
|
$
|
770,146
|
|
|
$
|
16,425
|
|
The
accompanying notes to financial statements
are an
integral part of these financial statements.
ECOLOGIX
RESOURCE GROUP, INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS
FOR
THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2009 AND 2008,
AND
CUMULATIVE FROM INCEPTION (NOVEMBER 7, 2007)
THROUGH
JUNE 30, 2009
(Unaudited)
|
|
Three
Months Ended
|
|
|
Six
Months Ended
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
Inception
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Revenues
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional
fees
|
|
|
24,727
|
|
|
|
16,020
|
|
|
|
32,965
|
|
|
|
22,058
|
|
|
|
88,152
|
|
Legal
- incorporation
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,200
|
|
Consulting
- related parties
|
|
|
43,500
|
|
|
|
-
|
|
|
|
43,500
|
|
|
|
-
|
|
|
|
62,000
|
|
Consulting
|
|
|
115,000
|
|
|
|
18,500
|
|
|
|
115,000
|
|
|
|
21,500
|
|
|
|
123,000
|
|
Amortization
|
|
|
228
|
|
|
|
-
|
|
|
|
456
|
|
|
|
-
|
|
|
|
912
|
|
Travel
|
|
|
46,946
|
|
|
|
|
|
|
|
46,946
|
|
|
|
|
|
|
|
46,946
|
|
Other
|
|
|
6,021
|
|
|
|
284
|
|
|
|
6,070
|
|
|
|
802
|
|
|
|
7,579
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
general and administrative expenses
|
|
|
236,422
|
|
|
|
34,804
|
|
|
|
244,937
|
|
|
|
44,360
|
|
|
|
330,789
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)
from Operations
|
|
|
(236,422
|
)
|
|
|
(34,804
|
)
|
|
|
(244,937
|
)
|
|
|
(44,360
|
)
|
|
|
(330,789
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
(8,500
|
)
|
|
|
-
|
|
|
|
(8,500
|
)
|
|
|
-
|
|
|
|
(8,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for income taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(Loss)
|
|
$
|
(244,922
|
)
|
|
$
|
(34,804
|
)
|
|
$
|
(253,437
|
)
|
|
$
|
(44,360
|
)
|
|
$
|
(339,289
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)
Per Common Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)
per common share - Basic and Diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average Number of Common Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
- Basic and Diluted
|
|
|
50,000,000
|
|
|
|
35,934,070
|
|
|
|
50,000,000
|
|
|
|
32,967,030
|
|
|
|
|
|
The
accompanying notes to financial statements are
an
integral part of these statements.
ECOLOGIX
RESOURCE GROUP, INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY
FOR
THE PERIOD FROM INCEPTION (NOVEMBER 7, 2007)
THROUGH
JUNE 30, 2009
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Discount
|
|
|
During
the
|
|
|
Stock
|
|
|
|
|
|
|
Common
stock
|
|
|
Paid-in
|
|
|
on
Common
|
|
|
Development
|
|
|
Subscriptions
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Stock
|
|
|
Stage
|
|
|
Receivable
|
|
|
Totals
|
|
Balance
- November 7, 2007
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash
|
|
|
30,000,000
|
|
|
|
3,000
|
|
|
|
-
|
|
|
|
(2,700
|
)
|
|
|
-
|
|
|
|
(300
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) for the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,950
|
)
|
|
|
-
|
|
|
|
(4,950
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
- December 31, 2007
|
|
|
30,000,000
|
|
|
$
|
3,000
|
|
|
$
|
-
|
|
|
$
|
(2,700
|
)
|
|
$
|
(4,950
|
)
|
|
$
|
(300
|
)
|
|
$
|
(4,950
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
subscription payment received
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
300
|
|
|
|
300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued
|
|
|
20,000,000
|
|
|
|
2,000
|
|
|
|
50,966
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
52,966
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) for the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(80,902
|
)
|
|
|
-
|
|
|
|
(80,902
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
- December 31, 2008
|
|
|
50,000,000
|
|
|
$
|
5,000
|
|
|
$
|
50,966
|
|
|
$
|
(2,700
|
)
|
|
$
|
(85,852
|
)
|
|
$
|
-
|
|
|
$
|
(32,586
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants
|
|
|
-
|
|
|
|
-
|
|
|
|
34,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
34,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(253,437
|
)
|
|
|
-
|
|
|
|
(253,437
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
- June 30, 2009
|
|
|
50,000,000
|
|
|
$
|
5,000
|
|
|
$
|
84,966
|
|
|
$
|
(2,700
|
)
|
|
$
|
(339,289
|
)
|
|
$
|
-
|
|
|
$
|
(252,023
|
)
|
The
accompanying notes to financial statements are
an
integral part of these statements.
ECOLOGIX
RESOURCE GROUP, INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
FOR
THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008,
AND
CUMULATIVE FROM INCEPTION (NOVEMBER 7, 2007)
THROUGH
JUNE 30, 2009
(Unaudited)
|
|
Six
Months Ended
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Inception
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Operating
Activities:
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
$
|
(253,437
|
)
|
|
$
|
(44,360
|
)
|
|
$
|
(339,289
|
)
|
Adjustments
to reconcile net (loss) to net cash
|
|
|
|
|
|
|
|
|
|
|
|
|
(used
in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
offering costs
|
|
|
-
|
|
|
|
20,000
|
|
|
|
-
|
|
Amortization
of discount on note payable
|
|
|
8,500
|
|
|
|
-
|
|
|
|
8,500
|
|
Amortization
|
|
|
456
|
|
|
|
-
|
|
|
|
912
|
|
Changes
in net liabilities-
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued
liabilities
|
|
|
123,898
|
|
|
|
(9,200
|
)
|
|
|
132,446
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Used in Operating Activities
|
|
|
(120,583
|
)
|
|
|
(33,560
|
)
|
|
|
(197,431
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition
and costs of patent pending
|
|
|
-
|
|
|
|
-
|
|
|
|
(15,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Used in Investing Activities
|
|
|
-
|
|
|
|
-
|
|
|
|
(15,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
-
|
|
|
|
53,266
|
|
|
|
87,266
|
|
Proceeds
from loans
|
|
|
879,760
|
|
|
|
-
|
|
|
|
879,760
|
|
Loans
from related parties - Directors and stockholders
|
|
|
(5,000
|
)
|
|
|
255
|
|
|
|
35,463
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by Financing Activities
|
|
|
874,760
|
|
|
|
53,521
|
|
|
|
1,002,489
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(Decrease) Increase in Cash
|
|
|
754,177
|
|
|
|
19,961
|
|
|
|
789,558
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
- Beginning of Period
|
|
|
1,381
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
- End of Period
|
|
$
|
755,558
|
|
|
$
|
19,961
|
|
|
$
|
789,558
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid during the period for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Income
taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
schedule of noncash investing and financing activities:
|
|
|
|
|
|
Warrants
issued to promissory note holder
|
|
$
|
34,000
|
|
|
$
|
-
|
|
|
|
|
|
The
accompanying notes to financial statements are
an
integral part of these statements.
ECOLOGIX
RESOURCE GROUP, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
(1)
Summary of Significant Accounting
Policies
Basis
of Presentation and Organization
Ecologix
Resource Group, Inc. (formerly Battery Control Corp.) (“Ecologix” or the
“Company”) is a Delaware corporation in the development stage and has not
commenced operations. The Company was incorporated under the laws of the State
of Delaware on November 7, 2007.
The
Company has revised its overall business strategy, the Company entered into an
agreement to acquire long-term rights to 20,000 hectares (approximately 50,000
acres) of land rich in tropical hardwoods and other natural resources in Central
Africa in consideration for a newly authorized convertible preferred stock
issuance. This acquisition augments the Company’s energy related
business strategy. The Company intends to harvest the high quality
timber growing in the land parcel, consistent with the highest environmental
standards. The Company also intends to pursue its alternative energy
projects for the country and its citizens which shall include growing biomass to
be used in fuel and solar installations as desired by the local inhabitants and
national governmental policy where the land is located.
The
accompanying financial statements were prepared from the accounts of the Company
under the accrual basis of accounting.
Unaudited
Interim Financial Statements
The
interim financial statements of the Company as of June 30, 2009, and for the
periods ended, and cumulative from inception, are unaudited. However, in the
opinion of management, the interim financial statements include all adjustments,
consisting of only normal recurring adjustments, necessary to present fairly the
Company’s financial position as of June 30, 2009, and the results of its
operations and its cash flows for the periods ended June 30, 2009, and
cumulative from inception. These results are not necessarily indicative of the
results expected for the calendar year ending December 31, 2009. The
accompanying financial statements and notes thereto do not reflect all
disclosures required under accounting principles generally accepted in the
United States. Refer to the Company’s audited financial statements as of
December 31, 2008, filed with the SEC, for additional information, including
significant accounting policies.
Cash and Cash
Equivalents
For
purposes of reporting within the statement of cash flows, the Company considers
all cash on hand, cash accounts not subject to withdrawal restrictions or
penalties, and all highly liquid debt instruments purchased with a maturity of
three months or less to be cash and cash equivalents.
Revenue
Recognition
The
Company is in the development stage and has yet to realize revenues from
operations. Once the Company has commenced operations, it will recognize
revenues when delivery of goods or completion of services has occurred provided
there is persuasive evidence of an agreement, acceptance has been approved by
its customers, the fee is fixed or determinable based on the completion of
stated terms and conditions, and collection of any related receivable is
probable.
ECOLOGIX
RESOURCE GROUP, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
Loss
per Common Share
Basic
loss per share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of shares of common stock
outstanding during the period. Fully diluted loss per share is computed similar
to basic loss per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive. The warrants and convertible promissory note have been excluded from
the calculation of net loss per share, as their effect would be
antidilutive.
Income
Taxes
The
Company accounts for income taxes pursuant to SFAS No. 109,
Accounting for Income Taxes
(“SFAS 109”). Under SFAS 109, deferred tax assets and liabilities are determined
based on temporary differences between the bases of certain assets and
liabilities for income tax and financial reporting purposes. The deferred tax
assets and liabilities are classified according to the financial statement
classification of the assets and liabilities generating the
differences.
The
Company maintains a valuation allowance with respect to deferred tax assets. The
Company establishes a valuation allowance based upon the potential likelihood of
realizing the deferred tax asset and taking into consideration the Company’s
financial position and results of operations for the current period. Future
realization of the deferred tax benefit depends on the existence of sufficient
taxable income within the carryforward period under the federal tax
laws.
Changes
in circumstances, such as the Company generating taxable income, could cause a
change in judgment about the realizability of the related deferred tax asset.
Any change in the valuation allowance will be included in income in the year of
the change in estimate.
Fair
Value of Financial Instruments
The
Company estimates the fair value of financial instruments using the available
market information and valuation methods. Considerable judgment is required in
estimating fair value. Accordingly, the estimates of fair value may not be
indicative of the amounts the Company could realize in a current market
exchange. As of June 30, 2009, the carrying value of accrued liabilities, and
loans from directors and stockholders approximated fair value due to the
short-term nature and maturity of these instruments.
Patent
and Intellectual Property
The
Company capitalizes the costs associated with obtaining a patent or other
intellectual property associated with its intended business plan. Such costs are
amortized over the estimated useful lives of the related assets.
Deferred
Offering Costs
The
Company defers as other assets the direct incremental costs of raising capital
until such time as the offering is completed. At the time of the completion of
the offering, the costs are charged against the capital raised. Should the
offering be terminated, deferred offering costs are charged to operations during
the period in which the offering is terminated.
ECOLOGIX
RESOURCE GROUP, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
Impairment
of Long-Lived Assets
The
Company evaluates the recoverability of long-lived assets and the related
estimated remaining lives when events or circumstances lead management to
believe that the carrying value of an asset may not be recoverable. For the
period ended June 30, 2009, no events or circumstances occurred for which an
evaluation of the recoverability of long-lived assets was required.
Common
Stock Registration Expenses
The
Company considers incremental costs and expenses related to the registration of
equity securities with the SEC, whether by contractual arrangement as of a
certain date or by demand, to be unrelated to original issuance transactions. As
such, subsequent registration costs and expenses are expensed as
incurred.
Estimates
The
financial statements are prepared on the basis of accounting principles
generally accepted in the United States. The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities as of June 30, 2009, and expenses for the period ended June 30,
2009, and cumulative from inception. Actual results could differ from those
estimates made by management.
Recent Accounting
Pronouncements
In April
2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (“FSP FAS
157-4”). FSP FAS 157-4 provides guidance on estimating fair value
when market activity has decreased and on identifying transactions that are not
orderly. Additionally, entities are required to disclose in interim and
annual periods the inputs and valuation techniques used to measure fair
value. This FSP is effective for interim and annual periods ending
after June 15, 2009. The Company does not expect that the adoption of
FSP FAS 157-4 will have a material impact on its financial condition or results
of operations.
In
October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS
157-3”), which clarifies application of SFAS 157 in a market that is not
active. FSP FAS 157-3 was effective upon issuance, including prior
periods for which financial statements have not been issued. The
adoption of FSP FAS 157-3 had no impact on the Company’s results of operations,
financial condition or cash flows.
In
December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures
by Public Entities (Enterprises) about Transfers of Financial Assets and
Interests in Variable Interest Entities.” This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprise’s
involvement with variable interest entities, including qualifying
special-purpose entities. This FSP is effective beginning with the
first reporting period (interim or annual) ending after December 15, 2008, with
earlier application encouraged. The Company adopted this FSP
effective January 1, 2009. The adoption of the FSP had no impact
on the Company’s results of operations, financial condition or cash
flows.
ECOLOGIX
RESOURCE GROUP, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
In
December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures
about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”). FSP
FAS 132(R)-1 requires additional fair value disclosures about employers’ pension
and postretirement benefit plan assets consistent with guidance contained in
SFAS 157. Specifically, employers will be required to disclose
information about how investment allocation decisions are made, the fair value
of each major category of plan
assets
and information about the inputs and valuation techniques used to develop the
fair value
measurements
of plan assets. This FSP is effective for fiscal years ending after
December 15, 2009. The Company does not expect that the adoption
of FSP FAS 132(R)-1 will have a material impact on its financial condition or
results of operations.
In
September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, “Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities,” and FASB Interpretation 46 (revised December 2003),
“Consolidation of Variable Interest Entities − an
interpretation of ARB No. 51,” as well as other
modifications. While the proposed revised pronouncements have not
been finalized and the proposals are subject to further public comment, the
Company anticipates the changes will not have a significant impact on the
Company’s financial statements. The changes would be effective March
1, 2010, on a prospective basis.
In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1,
Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. The Company is not
required to adopt FSP EITF 03-6-1; nor does the Company believe that FSP EITF
03-6-1 would have material effect on its financial position
and results of
operations if adopted.
In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-and interpretation of FASB Statement No.
60”. SFAS No. 163 clarifies how Statement 60 applies to financial
guarantee insurance contracts, including the recognition and measurement of
premium revenue and claims liabilities. This statement also requires expanded
disclosures about financial guarantee insurance contracts. SFAS No. 163 is
effective for fiscal years beginning on or after December 15, 2008, and interim
periods within those years. SFAS No. 163 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.
In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”. SFAS No. 162 sets forth the level of
authority to a given accounting pronouncement or document by category. Where
there might be conflicting guidance between two categories, the more
authoritative category will prevail. SFAS No. 162 will become effective 60 days
after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA
Professional Standards. SFAS No. 162 has no effect on the Company’s financial
position, statements of operations, or cash flows at this time.
In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities—an amendment of FASB Statement No. 133. This
standard requires companies to provide enhanced disclosures about (a) how and
why an entity uses derivative instruments, (b) how derivative instruments and
related hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance, and cash flows.
This Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. SFAS No. 161 has no effect on the Company’s financial position,
statements of operations, or cash flows at this time.
ECOLOGIX
RESOURCE GROUP, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified
method,
regardless of whether the company has sufficient information to make more
refined estimates of expected term. At the time SAB 107 was issued, the staff
believed that more detailed external information about employee exercise
behavior (e.g., employee exercise patterns by industry and/or other categories
of companies) would, over time, become readily available to companies.
Therefore,
the staff
stated in SAB 107 that it would not expect a company to use the simplified
method for share
option
grants after December 31, 2007. The staff understands that such detailed
information about employee exercise behavior may not be widely available by
December 31, 2007. Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December 31, 2007. It is
not believed that this will have an impact on the Company’s financial position,
results of operations or cash flows.
In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51. This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). It is not
believed that this will have an impact on the Company’s financial position,
results of operations or cash flows.
In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations. This Statement replaces FASB Statement No. 141,
Business Combinations, but retains the fundamental requirements in
Statement 141. This Statement establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may not
apply it before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements. It is not believed that this will
have an impact on the Company’s financial position, results of operations or
cash flows.
(2)
Development Stage Activities and
Going Concern
The
Company is currently in the development stage, and has no operations. The
Company has revised its overall business strategy, the Company entered into an
agreement to acquire long-term rights to 20,000 hectares (approximately 50,000
acres) of land rich in tropical hardwoods and other natural resources in Central
Africa in consideration for a newly authorized convertible preferred stock
issuance. This acquisition augments the Company’s energy related
business strategy. The Company intends to harvest the high quality
timber growing in the land parcel, consistent with the highest environmental
standards. The Company also intends to pursue its alternative energy
projects for the country and its citizens which shall include growing biomass to
be used in fuel and solar installations as desired by the local inhabitants and
national governmental policy where the land is located.
ECOLOGIX
RESOURCE GROUP, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
The
Company commenced a capital formation activity to submit a Registration
Statement on Form SB-2 to the Securities and Exchange Commission (“SEC”) to
register and sell in a self-directed offering 20,000,000 (post forward stock
split) shares of newly issued common stock at an offering price of $0.04 for
proceeds of up to $80,000. The Registration Statement on Form SB-2 was filed
with the SEC on January 15, 2008 and declared effective on March 10, 2008. As of
June 30, 2008, the Company received stock subscriptions for 20,000,000 (post
forward stock split) shares of common stock, par value $0.0001 per share, at an
offering price of $0.04 per share, and deposited proceeds of
$80,000.
The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The Company has not
established any source of revenue to cover its operating costs, and as such, has
incurred an operating loss since inception. Further, as of June 30, 2009, the
cash resources of the Company were insufficient to meet its current business
plan, and the Company had negative working capital. These and other factors
raise substantial doubt about the Company’s ability to continue as a going
concern. The accompanying financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
possible inability of the Company to continue as a going concern.
(3)
Patent Pending
In
November 2007, the Company entered into an Invention Assignment Agreement with
Moshe Averbuch, the inventor, whereby the Company acquired from Moshe Averbuch
all of the right, title and interest in the Invention known as the “Method and
apparatus for battery testing and measuring” for consideration of $12,000. Under
the terms of the Assignment Agreement, the Company was assigned rights to the
Invention free of any liens, claims, royalties, licenses, security interests or
other encumbrances. The inventor of the Invention is not an officer or director
of the Company, nor an investor or promoter of such. The Invention is the
subject of United States Patent Application 10/707,521 which was filed with the
United States Patent and Trademark Office on December 19, 2003. The patent was
approved on April 2, 2008. The historical cost of obtaining the Invention of
$12,000 and legal fees of $3,500 for the patent have been capitalized by the
Company. The historical cost of the Patent will be amortized over its useful
life, which is estimated to be 17 years.
(4)
Loans from Related Parties -
Directors and Stockholders
As of
June 30, 2009, loans from related parties amounted to $35,463, and represented
working capital advances from directors who are also stockholders of the
Company. The loans are unsecured, non-interest bearing, and due on
demand.
(5)
Note Payable
On March
13, 2009, the Company entered into an 18% Senior Convertible Promissory Note to
finance the Company's business strategy. The note bears 18% interest and is due
and payable with accrued interest on March 13, 2010. The note is convertible in
whole or in part at the Company's option into shares of the Company's common
stock at $1 per share. In addition to the payment of principal and interest, the
holder of the note is entitled to receive cashless warrants exercisable into
850,000 shares of common stock. The warrants expire on March 13,
2012.
ECOLOGIX
RESOURCE GROUP, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
(6) Loans
payable
Loans
payable are unsecured, non-interest bearing, and due on demand.
(7)
Common Stock
On November 20, 2007, the Company
issued 30,000,000 (post forward stock split) shares of its common stock to two
individuals who are Directors and officers for proceeds of
$300.
The
Company commenced a capital formation activity to submit a Registration
Statement on Form SB-2 to the Securities and Exchange Commission (“SEC”) to
register and sell in a self-directed offering 20,000,000 (post forward stock
split) shares of newly issued common stock at an offering price of $0.04 for
proceeds of up to $80,000. The Registration Statement on Form SB-2 was filed
with the SEC on January 15, 2008 and declared effective on March 10, 2008. As of
June 30, 2008, the Company received stock subscriptions for 20,000,000 (post
forward stock split) shares of common stock, par value $0.0001 per share, at an
offering price of $0.04 per share, and deposited proceeds of $80,000. Related
offering costs amounted to $27,400.
On
December 1, 2008, the Company implemented a 5 for 1 forward stock split on
its issued and outstanding shares of common stock to the holders of record as of
December 1, 2008. As a result of the split, each holder of record on the record
date automatically received four additional shares of the Company's common
stock. After the split, the number of shares of common stock issued and
outstanding are 25,000,000 shares. The accompanying financial statements and
related notes thereto have been adjusted accordingly to reflect this forward
stock split.
On March
24, 2009, the Company implemented a 2 for 1 forward stock split on its
issued and outstanding shares of common stock to the holders of record as of
March 24, 2009. As a result of the split, each holder of record on the record
date automatically received one additional share of the Company's common stock.
After the split, the number of shares of common stock issued and outstanding are
50,000,000 shares. The accompanying financial statements and related notes
thereto have been adjusted accordingly to reflect this forward stock
split.
(8)
Income Taxes
The provision (benefit) for income
taxes for the nine months ended June 30, 2009 and 2008, was as follows (assuming
a 23% effective tax rate):
|
|
2009
|
|
|
2008
|
|
Current
Tax Provision:
|
|
|
|
|
|
|
Federal-
|
|
|
|
|
|
|
Taxable
income
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Total
current tax provision
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Deferred
Tax Provision:
|
|
|
|
|
|
|
|
|
Federal-
|
|
|
|
|
|
|
|
|
Loss
carryforwards
|
|
$
|
58,291
|
|
|
$
|
10,203
|
|
Change
in valuation allowance
|
|
|
(58,291
|
)
|
|
|
(10,203
|
)
|
|
|
|
|
|
|
|
|
|
Total
deferred tax provision
|
|
$
|
-
|
|
|
$
|
-
|
|
ECOLOGIX
RESOURCE GROUP, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
The
Company had deferred income tax assets as of June 30, 2009 and December 31,
2008, as follows:
|
|
2009
|
|
|
2008
|
|
Loss
carryforwards
|
|
$
|
78,036
|
|
|
$
|
19,746
|
|
Less
- Valuation allowance
|
|
|
(78,036
|
)
|
|
|
(19,746
|
)
|
|
|
|
|
|
|
|
|
|
Total
net deferred tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
The
Company provided a valuation allowance equal to the deferred income tax assets
for the period ended June 30, 2009, because it is not known currently whether
future taxable income will be sufficient to utilize the loss
carryforwards.
As of
June 30, 2009, the Company had approximately $94,368 in tax loss carryforwards
that can be utilized in future periods to reduce taxable income, and which
expire by the year 2029.
(9)
Related Party
Transactions
As
described in Note 4, as of June 30, 2009, the Company owed $35,463 to directors,
officers, and principal stockholders of the Company for working capital
loans.
From
November 7, 2007 (inception) through June 30, 2009, the company paid $62,000 to
officers of the Company for executive services.
(10)
Concentration of Credit
Risk
The
Company’s cash and cash equivalents are invested in a major bank
in Israel and are not insured. Management believes that the financial
institution that holds the Company’s investments is financially sound and
accordingly, minimal credit risk exists with respect to these
investments.
(11)
Commitments
On
February 4, 2009, the Company entered into an agreement to acquire long-term
rights to 20,000 hectares (approximately 50,000 acres) of land rich in tropical
hardwoods and other natural resources in Central Africa in consideration for a
newly authorized convertible preferred stock issuance. The Agreement
provides that the Company will issue a total of 10,000 convertible preferred
shares. Convertibility will be subject, among other things, to achievement of
agreed benchmarks over a 36-month period.
Item
2. Management’s Discussion and Analysis and Plan of Operations.
USE OF
NAMES
In this
annual report, the terms “ECOLOGIX RESOURCE GROUP INC.”, “Company”, “we”, or
“our”, unless the context otherwise requires, mean ECOLOGIX RESOURCE GROUP
INC. and its subsidiaries.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This
annual report on Form 10-KSB and other reports that we file with the SEC contain
statements that are considered forward-looking
statements. Forward-looking statements give the Company’s current
expectations, plans, objectives, assumptions or forecasts of future events. All
statements other than statements of current or historical fact contained in this
annual report, including statements regarding the Company’s future financial
position, business strategy, budgets, projected costs and plans and objectives
of management for future operations, are forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as
“anticipate,” “estimate,” “plans,” “potential,” “projects,” “ongoing,”
“expects,” “management believes,” “we believe,” “we intend,” and similar
expressions. These statements are based on the Company’s current plans and are
subject to risks and uncertainties, and as such the Company’s actual future
activities and results of operations may be materially different from those set
forth in the forward looking statements. Any or all of the forward-looking
statements in this annual report may turn out to be inaccurate and as such, you
should not place undue reliance on these forward-looking
statements. The Company has based these forward-looking statements
largely on its current expectations and projections about future events and
financial trends that it believes may affect its financial condition, results of
operations, business strategy and financial needs. The forward-looking
statements can be affected by inaccurate assumptions or by known or unknown
risks, uncertainties and assumptions due to a number of factors,
including:
·
dependence on
key personnel;
·
competitive
factors;
·
degree of
success of research and development programs
·
the operation
of our business; and
·
general
economic conditions in the United States, Israel and China
These
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 statements 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. All subsequent written and oral forward-looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by the cautionary statements contained in
this annual report.
ABOUT
OUR COMPANY
We were
incorporated in Delaware on November 7, 2007 and are a development stage
company. On November 19, 2007, we entered into an exclusive worldwide patent
sale agreement (the "Patent Transfer and Sale Agreement ") with Mr. Moshe
Averbuch, the original inventor, in relation to a patent-pending technology
(Patent Application Number: 10/707,521). We plan to use said technology to
create a method and supporting apparatus for measuring and checking standard
battery parameters such as voltage, cold cranking amperage (CCA), state of
charge (SOC), and state of health (SOH) in exchange for a commitment to pay Mr.
Averbuch US$12,000 (Twelve thousand United States Dollars), according to the
condition specified in the Patent Transfer and Sale Agreement related to the
Patent Application Number 10/707,521.
In
furtherance of its overall business strategy, on February 4, 2009, the Company
entered into an agreement for the acquisition of long-term rights to 20,000
hectares (approximately 50,000 acres) of land rich in tropical hardwoods and
other natural resources in Central Africa in consideration for a newly
authorized convertible preferred stock issuance. This acquisition
augments the Company’s energy related business strategy. The Company
intends to harvest the high quality timber growing in the land parcel,
consistent with the highest environmental standards. The Company also
intends to pursue its alternative energy projects for the country and its
citizens which shall include growing biomass to be used in fuel and solar
installations as desired by the local inhabitants and national governmental
policy where the land is located.
The
Agreement, which is dated as of February 4, 2009, provides the Company will
issue a total of 10,000,000 convertible preferred
shares. Convertibility will be subject, among other things, to
achievement of agreed benchmarks over a 36-month period.
Our
principal offices are located at:
9903
Santa Monica Blvd.
Suite
918
Beverly
Hills, CA. 90212
888-LOGIXRG
In
addition to the Agreement mentioned above, we still maintain our original
business in relation to the patented technology
comprising the test method and the battery testing
device
PLAN OF
OPERATIONS
Liquidity,
Capital Resources and Operations:
During
the fiscal quarter ended June 30, 2009 , net cash used by operating activities
was $120,583 and the Company incurred net losses of
$253,437..
These
factors raise substantial doubt about the Company’s ability to continue as a
going concern. The Company anticipates that in order to fulfill its plan of
operations, it will need to seek financing from outside sources. To this
end, the Company is constantly pursuing private debt and equity
sources.
General
Working Capital
During
the three months ended June 30 2009 the Company raised $850,000 thru
the issuance of convertible debt securities . The Company believes it has
sufficient funds to meet its working capital obligations for the next twelve
months ahead.
Results
of Operations:
For
the Six Months Ended June 30, 2009
Our
balance sheet as of June 30, 2009 reflects cash in the amount of $755,558. Cash
and cash equivalents from inception to date have been sufficient to provide the
operating capital necessary to operate to date. The operating expenses and net
loss for the Six Months ended June 30, 2009 amounted to $244,937 , and 253,437
accordingly .
We have,
in our history, generated limited income from operations, have incurred
substantial expenses and have sustained losses. In addition, we expect to
continue to incur significant operating expenses. As a result, we will need to
generate significant revenues to achieve profitability, which may not occur. We
expect our operating expenses to increase as a result of our planned expansion.
Even if we do achieve profitability, we may be unable to sustain or increase
profitability on a quarterly or annual basis in the future.
Off-Balance
Sheet Arrangements
We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.
Item
3. Controls and Procedures
(a)
Evaluation of disclosure controls and procedures. Our Chief Executive Officer
and Principal Financial Officer, after evaluating the effectiveness of our
“disclosure controls and procedures” (as defined in the Securities Exchange Act
of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by
this Report on Form 10-QSB (the “Evaluation Date”), has concluded that as of the
Evaluation Date, our disclosure controls and procedures are effective to provide
reasonable assurance that information we are required to disclose in reports
that we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commission rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Accounting Officer, as appropriate, to allow timely decisions regarding required
disclosure.
(b)
Changes in internal control over financial reporting. There were no changes in
our internal control over financial reporting during our most recent fiscal
quarter that materially affected, or were reasonably likely to materially
affect, our internal control over financial reporting.
Part
II. Other Information
Item 1.
Legal Proceedings
.
None
Item
2. Changes In Securities
None
Item
3. Defaults Upon Senior Securities
None
Item
4. Submission of Matters To A Vote Of Security Holders
The
Company filed with the Secretary of the State of Delaware on or about May 1,
2009, to amend Article 1 of its Certificate of Incorporation to change its name
from “Battery Control Corp.” to “
Ecologix Resource Group,
Inc.
;” as well as to amend Article 4 of its Certificate of Incorporation
to authorize the issuance of convertible preferred stock in the amount of
50,000,000 shares. The name change became effective June 15 2009 .
The
Company declared a forward split of the shares of common stock at a rate of two
(2) new shares for each one (1) old share of common stock. The record
date fixed by the Company is February 20, 2009, and was effective March 24,
2009.
Item
5. Other Information
None
a.
|
|
Exhibits:
|
3.1*
|
|
Articles
of Incorporation of the Company
|
|
|
|
3.2*
|
|
By-Laws
of the Company
|
|
|
|
3.3*
|
|
Form
of Common Stock Certificate of the Company
|
|
|
|
10.1*
|
|
Patent
and Technology Licensing Agreement dated November 19, 2007, between the
Company and the Licensor
|
|
|
|
10.2*
|
|
United
States Patent Assignment
|
|
|
|
31.1
|
|
Certification
of Principal Executive Officer Pursuant to Exchange Act Rule
13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
Certification
of Principal Financial Officer Pursuant to Exchange Act Rule
13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
|
|
32.1
|
|
Certification
of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
|
|
32.2
|
|
Certification
of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
* Previously
filed as an exhibit to the Company’s Form SB-2 filed on January 15, 2008, and
subsequent filings
Signatures
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, Ecologix Resource Group Inc. has duly caused this Report to be signed on
behalf of the undersigned thereunto duly authorized on August 12,
2009.
|
Ecologix
Resource Group Inc.
|
|
|
|
|
|
|
|
/s/ Jason
Fine
|
|
|
|
Jason
Fine, President and CEO
|
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been
signed by the following persons in the capacities indicated and on August 12,
2009.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Jason
Fine
|
|
President
and CEO
|
|
August
12, 2009
|
Jason
Fine
|
|
and
Director
|
|
|
|
|
|
|
|
/s/
Asher Zwebner
|
|
Chief
Financial Officer
|
|
August
12 , 2009
|
Asher
Zwebner
|
|
|
|
|
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