UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2006
¨ 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: 000-30096
ORGANIC RECYCLING TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
Nevada | | 77-0454933 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
210 Broadway, Suite 208
Orangeville, Ontario L9W5G4
(Address of principal executive offices)
(888) 419-0430
(Issuer’s telephone number, including area code)
EAPI ENTERTAINMENT, INC.
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ¨ No x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date: As of July 3, 2007, 43,333,719 shares of common stock, par value $0.001 were issued and outstanding.
Transitional Small Business Disclosure Format (Check One):
Yes ¨ No x
ORGANIC RECYCLING TECHNOLOGIES, INC.
TABLE OF CONTENTS
Report on Form 10-QSB
For the quarter ended
December 31, 2006
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PART I - FINANCIAL INFORMATION | |
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Item 1. Financial Statements | 3 |
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| Condensed Consolidated Balance Sheet as of December 31, 2006 (Unaudited) | 3 |
| | |
| Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended December 31, 2006 and 2005 (Unaudited) | 4 |
| | |
| Condensed Consolidated Statement of Shareholder’s Deficit for the three months ended December 31, 2006 (Unaudited) | 5 |
| | |
| Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2006 and 2005 (Unaudited) | 6 |
| | |
| Notes to the Condensed Consolidated Financial Statements as of December 31, 2006 (unaudited) | 7 - 11 |
| | |
Item 2. Management’s Discussion and Analysis or Plan of Operation | 12 |
| | |
Item 3. Controls and Procedures | 16 |
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PART II – OTHER INFORMATION | |
| | |
| Item 1. Legal Proceedings | 17 |
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| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 17 |
| | |
| Item 3. Defaults upon Senior Securities | 17 |
| | |
| Item 4. Submission of Matters to Vote of Security Holders | 17 |
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| Item 5. Other Information | 17 |
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| Item 6. Exhibits and Reports on Form 8-K | 17 |
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| Signatures | 17 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Organic Recycling Technologies, Inc. and Subsidiaries(Formerly EAPI Entertainment Inc.)
Consolidated Balance Sheets
(Unaudited)
| | December 31, 2006 | | | September 30, 2006 | |
| | | | | | |
ASSETS | | | | | | |
| | | | | | |
Current assets | | | | | | |
Cash | | $ | (9,695 | ) | | $ | 62,351 | |
Non-trade receivable | | | 26,733 | | | | 23,015 | |
Prepaid expenses | | | 111,111 | | | | 50,000 | |
Total current assets | | | 128,149 | | | | 135,366 | |
| | | | | | | | |
Property and equipment, net | | | 3,139 | | | | 3,782 | |
| | | | | | | | |
TOTAL ASSETS | | $ | 131,288 | | | $ | 139,147 | |
| | | | | | | | |
LIABILITIES AND SHAREHOLDERS' DEFICIENCY | | | | | | | | |
| | | | | | | | |
Current liabilities | | | | | | | | |
Accounts and fees payable | | $ | 1,000,384 | | | $ | 987,907 | |
Payable and accrued expenses | | | 2,552,905 | | | | 2,923,117 | |
Short term notes to related parties | | | 601,636 | | | | 731,486 | |
Total current liabilities | | | 4,154,925 | | | | 4,642,509 | |
| | | | | | | | |
TOTAL LIABILITIES | | | 4,154,925 | | | | 4,642,509 | |
| | | | | | | | |
Shareholders' deficiency | | | | | | | | |
Preferred stock, 40,000,000 shares authorized $0.001 par value, 0 shares outstanding | | | -- | | | | -- | |
Common stock, 500,000,000 authorized, $0.001 par value, 39,515,340 and 36,523,700 outstanding, respectively | | | 39,516 | | | | 36,524 | |
Paid in capital | | | 13,296,948 | | | | 11,900,389 | |
Common stock to be issued | | | 228,227 | | | | 225,141 | |
Accumulated comprehensive loss | | | (367,212 | ) | | | (562,177 | ) |
Accumulated deficit | | | (17,221,115 | ) | | | (16,103,239 | ) |
Total shareholders' deficiency | | | (4,023,637 | ) | | | (4,503,362 | ) |
| | | | | | | | |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY | | $ | 131,288 | | | $ | 139,147 | |
The accompanying notes are an integral part of these consolidated unaudited financial statements.
Organic Recycling Technologies, Inc. and Subsidiaries
(Formerly EAPI Entertainment Inc.)
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
| | Three Months Ended December 31, | |
| | 2006 | | | 2005 | |
| | | | | | |
Revenues | | $ | -- | | | $ | -- | |
| | | | | | | | |
Expenses | | | | | | | | |
Advertising | | | 503,625 | | | | -- | |
Depreciation | | | 643 | | | | 24 | |
Consulting and professional fees | | | 489,064 | | | | 383,806 | |
Rent, utilities and telephone | | | 18,335 | | | | 32,556 | |
Office and administration | | | 4,168 | | | | 21,320 | |
Investor communication | | | 1,305 | | | | 109,846 | |
Travel, meals and entertainment | | | 9,967 | | | | 6,321 | |
Insurance & Licenses | | | 2,507 | | | | -- | |
Stock based compensation expense | | | 59,193 | | | | -- | |
Total expenses | | | 1,088,807 | | | | 553,873 | |
| | | | | | | | |
Loss from operations | | | (1,088,807 | ) | | | (553,873 | ) |
| | | | | | | | |
Other income (expense) | | | | | | | | |
Interest | | | (29,069 | ) | | | (25,348 | ) |
Loss on termination of site acquisition | | | -- | | | | (383,345 | ) |
Total other expense | | | (29,069 | ) | | | (408,693 | ) |
| | | | | | | | |
Loss before discontinued operations | | | (1,117,876 | ) | | | (962,566 | ) |
Loss on termination of site acquisition | | | -- | | | | -- | |
Net loss | | $ | (1,117,876 | ) | | $ | (962,566 | ) |
| | | | | | | | |
Other comprehensive income (loss) | | | | | | | | |
Foreign currency translation adjustment | | | 194,965 | | | | 121,734 | |
| | | | | | | | |
Comprehensive loss | | $ | (922,911 | ) | | $ | (840,832 | ) |
| | | | | | | | |
Loss per common share – basic and diluted | | $ | (0.03 | ) | | $ | (0.03 | ) |
| | | | | | | | |
Weighted average shares outstanding during the period – basic & diluted | | | 38,586,831 | | | | 27,799,377 | |
The accompanying notes are an integral part of these consolidated unaudited financial statements.
Organic Recycling Technologies, Inc. and Subsidiaries
(Formerly EAPI Entertainment Inc.)
Consolidated Statements of Shareholders’ DeficiencyFor the three months ended December 31, 2006
(Unaudited)
| | | | | | | | | Common | | | Accumulated | | | | | | | |
| | Common stock | | | Paid in | | | Stock | | | Comprehensive | | | Accumulated | | | | |
| | Shares | | | Amount | | | Capital | | | to be issued | | | Loss | | | Deficit | | | Total | |
| | | | | | | | | | | | | | | | | | | | | |
Balance as at September 30, 2006 | | | 36,523,700 | | | $ | 36,524 | | | $ | 11,900,390 | | | $ | 225,141 | | | $ | (562,177 | ) | | $ | (16,103,239 | ) | | $ | (4,503,361 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment | | | -- | | | | -- | | | | -- | | | | -- | | | | 194,965 | | | | -- | | | | 194,965 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock issued on subscriptions for cash | | | 1,465,437 | | | | 1,465 | | | | 725,511 | | | | (225,141 | ) | | | | | | | | | | | 501,836 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of raising capital | | | | | | | | | | | (25,715 | ) | | | | | | | | | | | | | | | (25,715 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock issued for services | | | 1,113,870 | | | | 1,114 | | | | 555,821 | | | | | | | | | | | | | | | | 556,935 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock issued for services to related party | | | 412,333 | | | | 412 | | | | 140,941 | | | | | | | | | | | | | | | | 141,353 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock to be issued | | | | | | | | | | | | | | | 228,227 | | | | | | | | | | | | 228,227 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss | | | | | | | | | | | | | | | | | | | | | | | (1,117,876 | ) | | | (1,117,876 | ) |
Balance - December 31, 2006 | | | 39,515,340 | | | $ | 39,516 | | | $ | 13,296,949 | | | $ | 228,227 | | | $ | (367,211 | ) | | $ | (17,221,115 | ) | | $ | (4,023,636 | ) |
The accompanying notes are an integral part of these consolidated unaudited financial statements.
Organic Recycling Technologies, Inc. and Subsidiaries
(Formerly EAPI Entertainment Inc.)
Consolidated Statement of Cash Flows
(Unaudited)
| | Three Months Ended December 31, | |
| | 2006 | | | 2005 | |
| | | | | | |
Net loss | | $ | (1,117,876 | ) | | $ | (962,566 | ) |
| | | | | | | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | |
Depreciation | | | 643 | | | | 24 | |
Stock issued for services | | | 698288 | | | | -- | |
Increase in non-trade receivables | | | (3,718 | ) | | | (5,873 | ) |
Decrease in deposits | | | -- | | | | 335,000 | |
(Increase) decrease in prepaid expenses | | | (61,111 | ) | | | 29,172 | |
Increase in accounts and fees payable | | | 12,478 | | | | 30,753 | |
Decrease in payables and accrued expenses | | | (490,212 | ) | | | -- | |
NET CASH USED IN OPERATING ACTIVITIES | | | (961,509 | ) | | | (573,490 | ) |
| | | | | | | | |
INVESTING ACTIVITIES | | | | | | | | |
Purchase of equipment | | | -- | | | | (1,175 | ) |
NET CASH USED IN INVESTING ACTIVITIES | | | -- | | | | (5,141 | ) |
| | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
Proceeds from sale of common stock | | | 704,347 | | | | 226,979 | |
Increase in payables and fees to related parties | | | -- | | | | 107,730 | |
Proceeds of short term notes from related parties | | | 651,147 | | | | 219,628 | |
Payments of short term notes from related parties | | | (660,996 | ) | | | (89,901 | ) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 694,499 | | | | 464,436 | |
| | | | | | | | |
EFFECT OF FOREIGN CURRENCY TRANSLATION | | | 194,965 | | | | 121,734 | |
| | | | | | | | |
INCREASE (DECREASE) IN CASH | | | (72,046 | ) | | | 11,505 | |
| | | | | | | | |
CASH AT THE BEGINNING OF THE PERIOD | | | 62,351 | | | | 77,628 | |
| | | | | | | | |
CASH AT THE END OF THE PERIOD | | $ | (9,695 | ) | | $ | 89,133 | |
| | | | | | | | |
| | | | | | | | |
SUPPLEMENTAL DISCLOSURES | | | | | | | | |
Cash paid during the period for interest | | $ | -- | | | $ | -- | |
Cash paid during the period for income taxes | | $ | -- | | | $ | -- | |
| | | | | | | | |
Non-Cash investing and financing activities | | | | | | | | |
Stock subscriptions issued in exchange for consulting contract with related party | | $ | 140,941 | | | $ | -- | |
Stock subscriptions issued in exchange for consulting contract | | $ | 555,821 | | | $ | 93,350 | |
| | $ | 696,762 | | | $ | 93,350 | |
The accompanying notes are an integral part of these consolidated unaudited financial statements.
ORGANIC RECYCLING TECHNOLOGIES, INC. AND SUBSIDIARIES
(formerly EAPI ENTERTAINMENT, INC.)
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
DECEMBER 31, 2006
NOTE 1: | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION |
Organic Recycling Technologies Inc. (the “Company”) was incorporated under the laws of the State of Nevada on September 15, 1995 under the name Home Web, Inc. The Company’s current business activities, which began in the second quarter of 2005, include partnering with technology leaders to utilize and apply waste management and recycling technologies and bring these technologies to the forefront through application in today’s waste crisis. This positively impacts the world’s environment and creates a clean and healthy global community for the next generation in a way, which provides environmental and financial benefits to all our stakeholders. The Company is seeking to acquire revenue generating businesses or projects with long term potential that will enable the Company to generate revenues to fund the current business plan in the waste management and recycling market. Effective on July 7, 2005, the Company changed its name from EAPI Entertainment, Inc. to Organic Recycling Technologies Inc.
Basis of Presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results of operations have been included. Basis of Presentation
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Organic Recycling Technologies Inc. and its five wholly-owned subsidiaries (collectively, the “Company”), one of which (Duro Enzyme Solutions Inc. - Canada) owns five subsidiaries:
Organic Recycling Technologies, Ltd.
Organic Recycling Management, Inc.
EAPI Center, Inc.
Duro Enzyme Solutions, Inc. – Nevada, USA
Duro Enzyme Solutions, Inc. – British Columbia, Canada
EASI Studios, Inc.
ORTI Organic Recycling Technologies, Inc.
Organic Recycling Technologies (China), Inc.
EASI Education, Inc.
EASI Movies, Music, Television and Video, Inc.
All material inter-company transactions have been eliminated in consolidation.
Use of Estimates
The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Fair Value of Financial Instruments
The carrying amount of the Company’s financial instruments, including cash, cash overdraft, non-trade receivable, accounts payable, related party payables and notes and loans payable approximate fair value due to the relative short period to maturity for these instruments.
Basic and Diluted Net Loss per Share
Net loss per share is calculated in accordance with the Statement of financial accounting standards No. 128 (SFAS No. 128), “Earnings per share.” Basic net loss per share is based upon the weighted average number of common shares outstanding. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Weighted average number of shares used to compute basic and diluted loss per share is the same since the effect of dilutive securities is anti-dilutive.
ORGANIC RECYCLING TECHNOLOGIES, INC. AND SUBSIDIARIES
(formerly EAPI ENTERTAINMENT, INC.)
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
DECEMBER 31, 2006
Cash and Cash Equivalents
For the purpose of the statement of cash flows, the company considers all highly liquid debt instruments purchased with the original maturity of three months or less to be cash equivalents.
Income Taxes
The Company accounts for income taxes under the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes” (‘Statement 109”). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, 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.
Comprehensive Income (Loss)
The foreign currency translation gains (losses) resulting from the translation of the financial statements of the Company’s subsidiaries expressed in Canadian dollars to United States dollars are reported as Comprehensive income (loss) in the consolidated statements of operations and other comprehensive loss and as Accumulated other comprehensive loss in the consolidated balance sheets and the consolidated statements of shareholders’ deficiency.
Foreign Currency Translation
The accompanying consolidated financial statements are presented in United States dollars. The functional currency of Duro Enzyme Solutions, Inc. – Canada and its five subsidiaries as well as EAPI Center Inc., is the Canadian Dollar. The December 31, 2006 financial statements of the Company were translated to United States dollars using year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts were translated at their historical exchange rates when the capital transactions occurred. Net gains and losses resulting from translation of foreign currency financial statements are included in the statements of stockholder’s equity as other comprehensive income or (loss). Foreign currency transaction gains and losses are included in consolidated income (loss). During the three months periods ended December 31, 2006 and 2005, foreign currency translation gains of $194,965 and $121,734, respectively, are included in the accompanying consolidated statements of operations and other comprehensive loss.
Reporting Segments
Statement of financial accounting standards No. 131, Disclosures about segments of an enterprise and related information (SFAS No. 131), which superseded statement of financial accounting standards No. 14, Financial reporting for segments of a business enterprise, establishes standards for the way that public enterprises report information about operating segments in annual financial statements. The Company has determined it has only one segment.
Stock-Based Compensation
Effective January 1, 2006, the Company adopted Statement No. 123R, Share-Based Payment (SFAS 123R), which requires companies to measure and recognize compensation expense for all stock-based payments at fair value. SFAS 123R is being applied on the modified prospective basis. Prior to the adoption of SFAS 123R, the Company accounted for its stock-based compensation plans under the recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations, and accordingly, recognized no compensation expense related to the stock-based plans. Under the modified prospective approach, SFAS 123R applies to new awards and to awards that were outstanding on January 1, 2006 that are subsequently modified, repurchased or cancelled.
In compliance with FAS No. 148, for the fiscal year 2006, the Company elected to continue to follow the intrinsic value method in accounting for its stock-based employee compensation plan as defined by APB No. 25 and has made the applicable disclosures below.
Issuance of Shares for Services
The Company accounts for the issuance of equity instruments to acquire goods and services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably measurable.
ORGANIC RECYCLING TECHNOLOGIES, INC. AND SUBSIDIARIES
(formerly EAPI ENTERTAINMENT, INC.)
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
DECEMBER 31, 2006
Recent Accounting Pronouncements
In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments” (SFAS 155”), which amends SFAS No. 133, “Accounting for Derivatives Instruments and Hedging Activities” (“SFAS 133”) and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities” (SFAS 140”). SFAS 155 amends SFAS 133 to narrow the scope exception for interest-only and principal-only strips on debt instruments to include only such strips representing rights to receive a specified portion of the contractual interest or principle cash flows. SFAS 155 also amends SFAS 140 to allow qualifying special-purpose entities to hold a passive derivative financial instrument pertaining to beneficial interests that itself is a derivative instruments. The Company is currently evaluating the impact this new Standard, but believes that it will not have a material impact on the Company’s financial position.
In March 2006 FASB issued SFAS 156 ‘Accounting for Servicing of Financial Assets’ this Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement:
1. | Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract. |
2. | Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable. |
3. | Permits an entity to choose ‘Amortization method’ or ‘Fair value measurement method’ for each class of separately recognized servicing assets and servicing liabilities: |
4. | At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity’s exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value. |
5. | Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities. |
This Statement is effective as of the beginning of the Company’s first fiscal year that begins after September 15, 2006. Management believes that this statement will not have a significant impact on the consolidated financial statements.
In September 2006, FASB issued SFAS 157 ‘Fair Value Measurements.’ This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The management is currently evaluating the effect of this pronouncement on financial statements.
In September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)’ This Statement improves financial reporting by requiring an employer to recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. An employer without publicly traded equity securities is required to recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after June 15, 2007. However, an employer without publicly traded equity securities is required to disclose the following information in the notes to financial statements for a fiscal year ending after December 15, 2006, but before June 16, 2007, unless it has applied the recognition provisions of this Statement in preparing those financial statements:
a) | A brief description of the provisions of this Statement |
b) | The date that adoption is required |
c) | The date the employer plans to adopt the recognition provisions of this Statement, if earlier. |
The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. The management is currently evaluating the effect of this pronouncement on financial statements.
ORGANIC RECYCLING TECHNOLOGIES, INC. AND SUBSIDIARIES
(formerly EAPI ENTERTAINMENT, INC.)
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
DECEMBER 31, 2006
In February 2007, FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. FASB 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted subject to specific requirements outlined in the new Statement. Therefore, calendar-year companies may be able to adopt FASB 159 for their first quarter 2007 financial statements.
The new Statement allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. FASB 159 also establishes presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities.
The Management asserts that the preceding accounting pronouncements will have no effect on the financial statements of the Company.
Reclassification
Certain account reclassifications have been made to the financial statements of the prior year in order to conform to classifications used in the current year. These changes had no impact on the previously issued financial statements of the Company.
NOTE 2: RELATED PARTY TRANSACTIONS
A total of $345,453 and $318,257 was incurred and accrued in consultant services from related parties for the three months ended December 31, 2006 and 2005, respectively.
Short-term loans of $651,147 and $219,628 were advanced to the Company by the related parties during the three months ended December 31, 2006 and 2005 respectively. The interest rate for the notes is 10% per anum. Total repayments of these short-term notes to the related parties were $660,996 and $89,901 for the three months ended December 31, 2006 and 2005, respectively. As of December 31, 2006 and September 30, 2006, the total short term loans outstanding to related parties amounted to $721,636 and $731,486. The funds were used for operations of the Company.
NOTE 3: COMMON STOCK
During the three months period ended December 31, 2006, the Company issued a total of 2,575,237 shares of common stock pursuant to stock subscription agreements and received proceeds of $1,058,589. The Company issued 333,333 shares of common stock valued at $100,000 to a related party for providing management and business advisory services. The common shares were values at the market price on the date of issuance. The Company issued 83,070 shares of common stock valued at $41,535 to third parties as finder’s fees for raising capital for the Company.
During the three months ended December 31, 2006 in connection with the common stock subscription agreements, the Company issued warrants to purchase 1,499,462 shares of common stock. No warrants were exercised or expired in the quarter. At December 31, 2006, a total of 20,979,660 warrants remain unexercised. The fair value of the warrants issued during the quarter, at the time of issuance, was immaterial based upon the Company's calculations using the Black Scholes model. The Company extended the terms of the warrants expiration date by twelve months from the date of issuance. The remaining warrants outstanding at December 31, 2006 are:
Exercise Price | | Warrants Issued |
CDN $0.10 | | 10,000 |
CDN $0.25 | | 810,000 |
CDN $0.35 | | 470,000 |
CDN $0.65 | | 55,000 |
CDN $0.75 | | 220,500 |
CDN $1.00 | | 196,207 |
US $0.08 | | 10,000 |
US $0.28 | | 4,000 |
US $0.30 | | 1,223,583 |
US $0.35 | | 3,034,000 |
US $0.40 | | 114,550 |
US $0.50 | | 2,157,802 |
US $0.55 | | 755,743 |
US $0.60 | | 2,702,923 |
US $0.66 | | 220,000 |
US $0.70 | | 2,027,652 |
US $0.75 | | 6,356,710 |
US $1.00 | | 586,018 |
US $1.25 | | 24,972 |
Total | | 20,979,660 |
ORGANIC RECYCLING TECHNOLOGIES, INC. AND SUBSIDIARIES
(formerly EAPI ENTERTAINMENT, INC.)
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
DECEMBER 31, 2006
NOTE 4: GOING CONCERN
The accompanying condensed consolidated unaudited financial statements have been prepared assuming that the Company will continue as a going concern. The Company had a net loss of $1,117,876 and a negative cash flow from operations of $1,398,263 for the three months ended December 31, 2006, and a working capital deficiency of $4,026,776 and a shareholders' deficiency of $4,023,637 as of December 31, 2006, that raise a substantial doubt about its ability to continue as a going concern.
The Company is pursuing and developing a new business plan. The Company is partnering with technology leaders to utilize and apply waste management and recycling technologies and bring these technologies to the market place. The Company is seeking to acquire revenue generating businesses or projects with long term potential in the waste management and recycling industries that will enable the Company to generate revenues to fund the new business plan. The Company anticipates it will raise funds through debt issuance or through the generation of revenue and achieving profitable operations. It will also continue to pursue acquisitions and joint ventures, to strengthen both its balance sheet and cash flow.
The Company has been actively pursuing new acquisitions and the Company is currently negotiating with several potential businesses that would significantly change the operations of the Company. The Company's ability to continue as a going concern is dependent upon raising capital through debt or equity financing and ultimately by generating revenue and achieving profitable operations. There is no assurance that the Company will be successful in its efforts to raise additional proceeds or achieve profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 5: SUBSEQUENT EVENTS
The Company issued 1,500,820 shares of common stock pursuant to stock subscription agreements and received $713,320 in cash proceeds subsequent to December 31, 2006. The Company issued 1,499,462 warrants to purchase the common stock at exercise prices averaging $0.50 to $0.75 within one year from their date of grant.
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS |
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this Form 10-QSB constitute "forward-looking statements". These statements, identified by words such as “plan,” "anticipate," "believe," "estimate," "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Management's Discussion and Analysis or Plan of Operation" and elsewhere in this Form 10-QSB. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our Annual Report on Form 10-KSB and our current reports on Form 8-K.
As used in this Quarterly Report, the terms "we," "us," "our" and the “Company” mean Organic Recycling Technologies Inc. unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.
OVERVIEW
The Company was incorporated on September 15, 1995 under the laws of the State of Nevada. On May 27, 2003, the Company changed its name from Duro Enzyme Products Inc. to EAPI Entertainment, Inc. Effective on July 7, 2005, the Company changed its name to Organic Recycling Technologies Inc. The name change better reflects the Company’s current business activities and its efforts in waste management and organic recycling technologies. On July 11, 2005, Organic Recycling Technologies Inc. began trading on the OTC Bulletin Board under its new trading symbol, “ORCY.”
CORPORATE BACKGROUND
The Company is a Nevada corporation incorporated on September 15, 1995. In January 2001, the Company changed its name from "Home Web, Inc." to "Duro Enzyme Products Inc." In May 2003, the Company changed its name from “Duro Enzyme Products Inc.” to “EAPI Entertainment, Inc.” and the Company’s accounting year was changed from a December 31 year-end to a September 30 year-end. On July 7, 2005 the Company changed its name to Organic Recycling Technologies Inc.
From 2000 to December 2002, the Company was engaged in the business of developing technologies based on the production of natural stable enzymes and the development of various applications for those enzymes. Early in 2003, the Company undertook a reorganization of its corporate affairs in connection with a determination by its Board of Directors to pursue business opportunities in the areas of electronic computer entertainment, education, music and other areas of the entertainment industry.
In the second quarter of 2005, the Company’s Board of Directors determined that superior opportunities existed for it outside of the entertainment industry. As a result, the Company is no longer proceeding with its electronic entertainment business or with its planned web-based business with respect to natural agricultural, food and gardening products. The Company is now directing its business activities to seeking out opportunities in the field of waste management, focusing on inorganic and organic recycling technologies, environmental technologies and recycling technologies. The Company will seek a wide variety of environmentally positive technologies related to waste and energy, and will seek to form associations to exploit those technologies.
INDUSTRY BACKGROUND
The waste business is undergoing fundamental changes. There is no single solution to the environmental problems that exist in dealing with an ever growing stream of waste materials. In particular, the vast growth that is happening throughout Asia has created new demands and new opportunities. Countries such as China and India are emerging from third world status into modern industrial consumer states. The governments in these countries are turning their attention to dealing with the waste being created by newly created industrial and consumer societies and are seeking ways to protect their environment.
The waste industry is highly competitive; however, opportunities exist for start up companies that seek out strong connections with joint venture partners and who have innovative technologies and solutions to the waste and general environmental problems. There is no guarantee of success in respect to the Company’s ability to either find joint venture partners or to successfully conclude any business venture that it may embark upon within the industry.
BUSINESS STRATEGY
The Company has determined that its resources and energies would best be utilized in partnering with technology developers and waste management companies in a wide range of environmental technologies. Worldwide problems in dealing with various forms of waste management continue to grow; as does the need for the utilization of new and improved technologies that allow for a more environmentally efficient utilization of resources. Issues such as global warming and environmental pollution increase the need for various methods to deal with both organic and inorganic waste in ways that are constantly undergoing innovation and refinement. As land fills near capacity and, in some cases, are shut down, and as composting is severely limited in its application, the need for new approaches to waste management is constant. If these problems exist in North America, the problems in Asia are perhaps even more extensive as the industrial and population base continues to grow and, as the infrastructure for waste management is less developed, the need for, and opportunities for, solutions continue to grow. As a consequence of the many opportunities that are perceived to exist in China, most of the Company’s focus has been on that country.
Although not directly related to the waste problem, the waste management industry is also focused on technologies that may lead to better ways to produce energy, cut emissions and halt the growth of greenhouse gases in the environment. The Company does not intend to restrict itself to waste recycling, but will seek out new technologies to better utilize existing resources in an environmentally friendly way and thereby reduce those by-products that are destructive to the environment.
Recycling
One of the most important aspects of waste management is that of recycling. This process allows waste that would find its way into land fills or garbage dumps to be treated in various ways so that it can be utilized in a new form and be utilized as raw materials in the production of new products. In North America and in Europe recycling has become commonplace. The separation of waste streams into glass, plastics and other organics as well as organics has allowed new uses for some of the materials that formerly would have been discarded. As new technologies evolve, it is anticipated that recycling technologies will continue to emerge.
In respect to organic materials, the recycling process presents potential for both new and existing technologies. The recycling process of organics presently results in organic waste being converted into such materials as fertilizers, feed supplements and bio fuels.
Worldwide demand for new and existing technologies appears to be so extensive that it is not possible to fully evaluate the potential of the worldwide market. There are no guarantees that the Company will in fact be able to exploit any new technologies or maintain a successful posture in respect to the goals it is seeking to achieve in the aforesaid business activities.
Marketing Waste Technologies
The Company is exploring various opportunities to market waste management technologies through the development of web-based and traditional marketing centers. The Company is at the initial stages of this activity. It is intended that this on-line marketing center will provide information and sales on various technologies to market to both consumers and retailers.
PLAN OF OPERATION
The Company’s plan of operation for the next twenty-four months is summarized as follows:
1. | The Company’s mission is to locate, integrate and implement leading waste management, recycling and reusable energy technologies with the objective of creating a cleaner and healthier global environment and capitalizing on profitable opportunities for our shareholders. The Company is currently evaluating several projects in China related to waste management and alternate power. No agreements have been concluded and therefore capital requirements remain unknown. |
2. | The Company intends to pursue the finalization of agreements to build waste disposal facilities in the Foshan region of the Province of Guangdong, China, pursuant to its agreements with Foshan Public Utility. The Company estimates that it will spend approximately $2,000,000 in pursuing these projects over the next twelve months. |
3. | The Company intends to finalize agreements and to build own and transfer a waste conversion facility in Chongqing, China with an estimated dollar value of $8,000,000 to $10,000.000. As the negotiations are ongoing and the number of waste conversion facilities to be built is still uncertain, it is difficult to determine the exact financial requirements for this project group over the next 12 months. The Company’s present strategy to facilitate this project involves securing government approval for an International Registered joint venture. Management is of the opinion that the potential benefits to the Company, should it be successful in achieving approval for the joint venture, includes a tax holiday of 100% taxes for 5 years plus 5 additional years prorated to 20% in the first year, 40% in the second, through to 100% in the 5th year. In addition, the Company will seek concessions in China which include obtaining governmental assistance in allocating suitable lands for each project, hereby positioning the Company to obtain project debt financing from the Chinese Commercial Industrial Bank. |
4. | The Company has further commenced negotiations to create an environmental fund in China (The Fund Project) as a potential financing vehicle to assist it with implementation of its above mentioned projects. |
Over the next twelve months, the Company estimates that it will require approximately $3,000,000 to pursue its stated plan of operation. Of this amount, approximately $700,000 will be comprised of overhead expenses. The actual amounts required will depend on whether the Company commences building waste facilities under its joint venture agreement with CJCE or elsewhere in the next twelve months. Readers are cautioned that our actual expenditures and financial requirements during this period may be greater than or less than the amounts that we have estimated herein. The Company is also continuing to seek out new business opportunities, and may find new opportunities which have not been accounted for in the Company’s budget estimates.
Results of Operations for the three months periods ended December 31, 2006 and 2005
Revenues:
To date, the Company has not earned revenues from its organic recycling and waste management business, and there is no assurance that the Company will be able to do so in the future. The Company is presently in the initial stages of developing its business and its ability to ultimately generate revenues is subject to the ability of the Company to obtain additional financing and to successfully develop its business, of which there are no assurances.
Operating Costs and Expenses:
Operating expenses for the three months ended December 31, 2006 were $1,088,807 compared to $553,873 for the same period in 2005. Operating expenses increased by $534,934 primarily due to the increase of $503,625 in expense incurred by the Company in recruiting a professional firm in creating market awareness and promoting its business, and increase of $105,258 in consulting and professional fees incurred by the Company in seeking business advisory services relating to its pending ventures. Such increases were offset by reduction of $108,541 in investor communication services during the three months ended December 31, 2006 when compared to the same period in 2005.
Interest expense for the three months period ended December 31, 2006 was $29,069 compared to $25,348 for the same period in 2005. Interest expense increased as a result of non-payment of interest on the loans obtained from the shareholders and related parties during the fiscal 2006.
During the three months period ended December 31, 2005, the Company recorded the loss of $385,345 as a result of termination of its agreement to acquire a site in New York for waste recycling plant. The Company did not incur any such expenses during the three month period ended December 31, 2006.
The Company expects its operating expenses to continue to increase significantly over the next twelve months as it continues to pursue its plan of operation. If the Company is successful in its efforts with respect to any or all portions of its plan of operation for the next twelve months, of which there is no assurance, the Company expects its operating expenses to increase even further.
Liquidity and Capital Resources
The Company’s principal capital requirements during the fiscal 2006 are to fund the internal operations and acquire profitable growth oriented businesses. The Company plans to raise necessary funds by selling its own common shares to selected accredited investors and bringing in business partners whose contributions include the necessary cash. In view of low borrowing interest rates, the Company continues to actively pursuing additional credit facilities with accredited investors and financial institutions as a means to obtain new funding. The Company’s management estimates that it currently does not have the necessary funds to operate for the next twelve months without raising additional capital.
As shown in the accompanying financial statements, the Company incurred a net loss of $1,117,876 for the three months period ended December 31, 2006 as compared to a net loss of $962,566 for the same period in 2005. Additionally, the Company’s current liabilities exceeded its current assets by $4,026,776 at December 31, 2006. These factors and the Company’s inability to meet its debt obligations from current operations, and the need to raise additional funds to accomplish its objectives, create a substantial doubt about the Company's ability to continue as a going concern. Furthermore, the Company’s independent auditors have issued a going concern opinion on the Company’s audited financial statements for the fiscal year ended September 30, 2006 as the Company did not have sufficient funds available to operate for the next twelve months.
The Company’s forecast of the period of time through which its financial resources will be adequate to support its operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary as a result of a number of factors.
Operating activities: Net cash used in operating activities during the three months period ended December 31, 2006 amounted to $961,509 primarily due to the loss of $1,117,876 recorded by the Company, increase in non-trade receivables of $3,719, increase in prepaid expenses of $61,111, increase in accounts and fees payable of $12,477 and decrease in payables and accrued expenses of $490,212.
Financing activities: Net cash provided by financing activities during the three months period ended December 31, 2006, amounted to $694,499 primarily due to cash proceeds of $704,347 received from sale of its common stock to accredited investors. During the three months period ended December 31, 2006, the Company received cash proceeds of $651,147 in short term notes from related parties, and made short term loans payments to related parties amounting to $660,996.
The Company gained $194,965 in cash during the three months period ended December 31, 2006 as a result of the effect of foreign currency translations.
Due to the above activities, the net decrease in cash amounted to $72,046 during the three months period ended December 31, 2006. The Company had a negative cash and cash equivalents of $9,695 as of December 31, 2006 compared to cash and cash equivalents of $89,133 at September 30, 2006. The increase to the Company's working capital deficit was largely a result of increases to the Company's accounts and fees payable and increases to amounts payable to related parties. The increase in these amounts is a result of our increased business development activities during the three months ended December 31, 2006.
The Company has estimated that it will require approximately $3,000,000 over the next twelve months to pursue its plan of operation. This amount is well in excess of our existing financial resources and the Company will need to obtain substantial financing in order to pursue our plan of operation for the next twelve months. The Company is currently seeking private equity financing, however it does not have any financing arrangements in place and there is no assurance that it will be able to obtain financing on terms acceptable to it or at all. Further, due to the Company's substantial working capital deficit and its current inability to generate revenues, there is no assurance that the Company will be able to continue as a going concern or achieve material revenues or profitable operations.
CRITICAL ACCOUNTING POLICIES
Effect of Fluctuations in Foreign Exchange Rates
The Company’s reporting and functional currency is the US dollar. Currently, the Company’s primary operations are located in Canada. Transactions in Canadian dollars have been translated into U.S. dollars using the current rate method, such that assets and liabilities are translated at the rates of exchange in effect at the balance sheet date and revenue and expenses are translated at the average rates of exchange during the appropriate fiscal period. As a result, the carrying value of the Company’s investments in Canada is subject to the risk of foreign currency fluctuations. Additionally, any revenues received from the Company’s international operations in other than U.S. dollars will be subject to foreign exchange risk.
Issuance of Shares for Services
The Company accounts for the issuance of equity instruments to acquire goods and services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably measurable.
Recent Accounting Pronouncements
In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments” (SFAS 155”), which amends SFAS No. 133, “Accounting for Derivatives Instruments and Hedging Activities” (“SFAS 133”) and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities” (SFAS 140”). SFAS 155 amends SFAS 133 to narrow the scope exception for interest-only and principal-only strips on debt instruments to include only such strips representing rights to receive a specified portion of the contractual interest or principle cash flows. SFAS 155 also amends SFAS 140 to allow qualifying special-purpose entities to hold a passive derivative financial instrument pertaining to beneficial interests that itself is a derivative instruments. The Company is currently evaluating the impact this new Standard, but believes that it will not have a material impact on the Company’s financial position.
In March 2006 FASB issued SFAS 156 ‘Accounting for Servicing of Financial Assets’ this Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement:
1. | Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract. |
2. | Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable. |
3. | Permits an entity to choose ‘Amortization method’ or ‘Fair value measurement method’ for each class of separately recognized servicing assets and servicing liabilities: |
4. | At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity’s exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value. |
5. | Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities. |
This Statement is effective as of the beginning of the Company’s first fiscal year that begins after September 15, 2006. Management believes that this statement will not have a significant impact on the consolidated financial statements.
In September 2006, FASB issued SFAS 157 ‘Fair Value Measurements’. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The management is currently evaluating the effect of this pronouncement on financial statements.
In September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)’ This Statement improves financial reporting by requiring an employer to recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. An employer without publicly traded equity securities is required to recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after June 15, 2007. However, an employer without publicly traded equity securities is required to disclose the following information in the notes to financial statements for a fiscal year ending after December 15, 2006, but before June 16, 2007, unless it has applied the recognition provisions of this Statement in preparing those financial statements:
a) | A brief description of the provisions of this Statement |
b) | The date that adoption is required |
c) | The date the employer plans to adopt the recognition provisions of this Statement, if earlier. |
The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. The management is currently evaluating the effect of this pronouncement on financial statements.
In February 2007, FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. FASB 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted subject to specific requirements outlined in the new Statement. Therefore, calendar-year companies may be able to adopt FASB 159 for their first quarter 2007 financial statements.
The new Statement allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. FASB 159 also establishes presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities.
The Management asserts that the preceding accounting pronouncements will have no effect on the financial statements of the Company.
Item 3. CONTROLS AND PROCEDURES
Evaluation Of Disclosure Controls And Procedures
As of the end of the period covered by this Report, our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are, as of the date covered by this Quarterly Report, effective to ensure that the information required to be disclosed by us in the Reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.
Changes In Internal Controls Over Financial Reporting
In connection with the evaluation of our internal controls during our last fiscal quarter, our Chief Executive Officer and Chief Financial Officer have determined that there have been no changes to our internal controls over financial reporting that has materially affected, or is reasonably likely to materially effect, our internal controls over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
During the three months period ended December 31, 2006, the Company issued a total of 2,575,237 shares of common stock pursuant to stock subscription agreements ranging in share prices from $0.30 to $0.50 and received cash proceeds of $704,347. The Company issued 333,333 shares of common stock valued at $100,000 to a related party for providing management and business advisory services. The common shares were values at the market price on the date of issuance. The Company issued 83,070 shares of common stock valued at $41,535 to third parties as finder’s fees for raising capital for the Company.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following exhibits are either provided with this Annual Report or are incorporated herein by reference:
REPORTS ON FORM 8-K
We did not file any Current Reports on Form 8-K during the fiscal quarter ended December 31, 2006.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ORGANIC RECYCLING TECHNOLOGIES INC. |
| (Formerly EAPI ENTERTAINMENT, INC.) |
| |
| |
Date: July 18, 2007 | /s/ Edwin Kroeker |
| Name: Edwin Kroeker |
| Title: Chief Executive Officer and President |
| |
Date: July 18, 2007 | /s/ Dean Branconnier |
| Name: Dean Branconnier |
| Title: Chief Financial Officer and Treasurer |