Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Aug. 31, 2013 | Jul. 10, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'ECO VENTURES GROUP, INC. | ' |
Entity Central Index Key | '0001354591 | ' |
Document Type | '10-K | ' |
Document Period End Date | 31-Aug-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--08-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Public Float | ' | $2,456,500 |
Entity Common Stock, Shares Outstanding | ' | 563,170 |
Document Fiscal Period Focus | 'FY | ' |
Document Fiscal Year Focus | '2013 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
Current assets: | ' | ' |
Cash | ' | $67 |
Deposits | ' | 10,000 |
Total current assets | ' | 10,067 |
Property, plant and equipment | ' | 766,367 |
Total assets | ' | 776,434 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 214,429 | 836,548 |
Accrued interest, related party | 30,519 | 19,952 |
Notes payable, related parties | 138,027 | 138,026 |
Advances, related parties | 290,506 | 315,240 |
Total current liabilities | 673,481 | 1,309,766 |
Eco Ventures Group, Inc. Stockholders (Deficit) Equity | ' | ' |
Common stock, $0.001 par value; 750,000,000 shares authorized, 2,636,170 issued and 563,170 shares outstanding as of August 31, 2013 and 2,373,789 shares issued and 300,789 share outstanding of August 31, 2012 | 563 | 301 |
Preferred stock subscription | 100,000 | 100,000 |
Common stock subscription | ' | 50,000 |
Additional paid in capital | 4,881,457 | 3,349,598 |
Deficit accumulated during development stage | -4,277,950 | -3,117,186 |
Total Eco Ventures Group, Inc. Stockholders' (Deficit) Equity | 704,076 | 382,719 |
Non controlling interest | -1,377,557 | -916,052 |
Total (deficit) equity | -673,481 | -533,333 |
Total liabilities and (deficit) equity | ' | 776,434 |
Preferred shares Series A [Member] | ' | ' |
Eco Ventures Group, Inc. Stockholders (Deficit) Equity | ' | ' |
Preferred stock, $0.001 par value; 100,000,000 shares authorized Series A, 4,000,000 shares designated, 5,000 shares issued and outstanding; Series B 266,667 and 4,000,000 shares designated, respectively, 5,000 shares issued and outstanding as of August 31, 2013 and August 31, 2012. Series B, $0.001 par value; 408,054 and 6,120,800 shares designated, respectively. 1,333 shares issued and outstanding as of August 31, 2013 and August 31, 2012, | 5 | 5 |
Preferred shares Series B [Member] | ' | ' |
Eco Ventures Group, Inc. Stockholders (Deficit) Equity | ' | ' |
Preferred stock, $0.001 par value; 100,000,000 shares authorized Series A, 4,000,000 shares designated, 5,000 shares issued and outstanding; Series B 266,667 and 4,000,000 shares designated, respectively, 5,000 shares issued and outstanding as of August 31, 2013 and August 31, 2012. Series B, $0.001 par value; 408,054 and 6,120,800 shares designated, respectively. 1,333 shares issued and outstanding as of August 31, 2013 and August 31, 2012, | $1 | $1 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
Preferred stock par value | $0.00 | $0.00 |
Preferred stock shares authorized | 100,000,000 | 100,000,000 |
Common stock par value | $0.00 | $0.00 |
Common stock shares authorized | 50,000,000 | 750,000,000 |
Common stock shares issued | 2,636,170 | 2,373,789 |
Common stock shares outstanding | 563,170 | 300,789 |
Preferred shares Series A [Member] | ' | ' |
Preferred stock par value | $0.00 | $0.00 |
Preferred stock shares authorized | 4,000,000 | 4,000,000 |
Preferred stock shares issued | 5,000 | 5,000 |
Preferred stock shares outstanding | 5,000 | 5,000 |
Preferred shares Series B [Member] | ' | ' |
Preferred stock par value | $0.00 | $0.00 |
Preferred stock shares authorized | 6,120,800 | 6,120,800 |
Preferred stock shares issued | 1,333 | 1,333 |
Preferred stock shares outstanding | 1,333 | 1,333 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | 34 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | |
Operating expenses: | ' | ' | ' |
Operation expenses | $221,516 | $267,058 | $544,597 |
Selling, general and administrative | 692,386 | 2,311,620 | 3,834,600 |
Impairment loss | 766,367 | ' | 766,367 |
Total operating expenses | 1,680,269 | 2,578,678 | 5,145,564 |
Loss from operations | -1,680,269 | -2,578,678 | -5,145,564 |
Other income (expense) | ' | ' | ' |
Gain on forgiveness of debt | 166,142 | ' | 427,935 |
Loss on settlement of debt | ' | -656,000 | -656,000 |
Interest expense | -108,142 | -26,123 | -139,502 |
Total other income(expense) | 58,000 | -682,123 | -367,567 |
Net loss | -1,160,764 | -2,320,076 | -5,513,131 |
Less: Net loss attributable to non controlling interest | 461,505 | 940,725 | 1,565,882 |
Net loss attributable to Eco Ventures Group, Inc. common shareholders | ($1,622,269) | ($3,260,801) | ($3,947,249) |
Weighted average number of common shares, basic and fully diluted | -2.39 | -15.21 | ' |
Net loss per share - basic and diluted | $486,234 | $152,529 | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | 34 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net loss | ($1,622,269) | ($3,260,801) | ($3,947,249) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Stock based compensation | 305,557 | 1,282,100 | 1,933,074 |
Gain on forgiveness of debt | -166,142 | ' | -427,935 |
Amortization expense - loan fee | 72,000 | ' | 72,000 |
Impairment loss | 766,367 | ' | 766,367 |
Company in exchange for notes payable and advances | 23,233 | 203,657 | 492,364 |
Compensation forgiven by officers/related parties and accounted for as contributed services | 150,000 | ' | 150,000 |
Loss on settlement of debt | ' | 656,000 | 656,000 |
Changes in operating assets and liabilities: | ' | ' | ' |
Advance on mineral contracts | 10,000 | ' | 10,000 |
Deposits | ' | ' | -10,000 |
Accounts payable and accrued expenses | 324,156 | 718,925 | 1,192,994 |
Net cash used in operating activities | -137,097 | -400,119 | -678,267 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Purchase of property and equipment | ' | -36,971 | -206,367 |
Net cash used in investing activities | ' | -36,971 | -206,367 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from the sale of Series A preferred stock | ' | ' | 250,000 |
Proceeds from the sale of Series B preferred stock | ' | 50,000 | 50,000 |
Proceeds from the issuance of common stock | 30,000 | ' | 80,000 |
Proceeds from common stock subscription | ' | 50,000 | ' |
Proceeds from advances, related parties | 7,030 | 213,650 | 269,284 |
Proceeds from notes payable, related parties | ' | 67,600 | 67,600 |
Proceeds from notes payable, unrelated parties | 100,000 | ' | 100,000 |
Contributed capital by majority owned subsidiary | ' | ' | 67,750 |
Net cash provided by financing activities | 137,030 | 381,250 | 884,634 |
Net decrease in cash and cash equivalents | -67 | -55,840 | ' |
Cash and cash equivalents, beginning of period | 67 | 55,907 | ' |
Cash and cash equivalents, end of period | ' | 67 | ' |
Cash paid during the period for: | ' | ' | ' |
Interest | ' | ' | ' |
Income taxes | ' | ' | ' |
Non cash investing and financing activities: | ' | ' | ' |
Property, plant and equipment acquired by certain investors as capital contribution | ' | ' | 560,000 |
Common stock issued in settlement of notes payable and accrued interest | 60,000 | 357,126 | 417,126 |
Notes payable issued in exchange for expenses paid by related parties | 23,233 | 203,657 | 513,097 |
Accrued rent due related party - cancelled and reclassed to paid in capital | 386,255 | ' | 386,255 |
Accrued compensation forgiven by officers/related parties and accounted for as contributed services | 560,596 | ' | ' |
Debt due related party forgiven and reclosed to paid in capital | 67,721 | ' | 560,596 |
Assumption of accrued expenses by related party | 12,715 | ' | 12,715 |
Common shares issued as debt-financing cost | 72,000 | ' | 72,000 |
Preferred shares Series A [Member] | ' | ' | ' |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from the sale of Series A preferred stock | ' | ' | 250,000 |
Preferred shares Series B [Member] | ' | ' | ' |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from the sale of Series A preferred stock | ' | $50,000 | $50,000 |
Consolidated_Statement_of_Equi
Consolidated Statement of Equity (Deficit) (USD $) | Preferred shares Series A [Member] | Preferred shares Series B [Member] | Common Stock | Additional Paid-In Capital | Deficit Accumulated during Development Stage [Member] | Total | Noncontrolling Interest | Equity (Deficit) |
Beginning Balance at Nov. 08, 2010 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued in connection with the shares exchange transaction, settlement of notes payable and effect of recapitalization | ' | ' | $116 | $69,470 | ($330,700) | ' | ' | ($261,114) |
Common stock issued in connection with the shares exchange transaction, settlement of notes payable and effect of recapitalization (in shares) | ' | ' | 115,978 | ' | ' | ' | ' | ' |
Common stock issued for services rendered | ' | ' | 8 | 99,992 | ' | ' | ' | 100,000 |
Common stock issued for services rendered (in shares) | ' | ' | 8,333 | ' | ' | ' | ' | ' |
Common stock issued for officers' compensation | ' | ' | 6 | 75,994 | ' | ' | ' | 76,000 |
Common stock issued for officers' compensation (in shares) | ' | ' | 6,333 | ' | ' | ' | ' | ' |
Sale of Preferred stock | 5 | ' | ' | 149,995 | ' | ' | ' | 150,000 |
Sale of Preferred stock (in shares) | 5,000 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock subscription | 100,000 | ' | ' | ' | ' | ' | ' | 100,000 |
Preferred stock subscription (in shares) | 2,666 | ' | ' | ' | ' | ' | ' | ' |
Capital contributed to majority owned subsidiary | ' | ' | ' | 439,425 | ' | ' | 188,325 | 627,750 |
Stock based compensation | ' | ' | ' | 169,417 | ' | ' | ' | 169,417 |
Net loss | ' | ' | ' | ' | -466,409 | ' | -163,652 | -630,061 |
Ending Balance at Aug. 31, 2011 | 2,671 | ' | 130 | 1,004,543 | -797,109 | 307,319 | 24,673 | 332,242 |
Ending Balance (in shares) at Aug. 31, 2011 | 105,000 | ' | 130,659 | ' | ' | ' | ' | ' |
Common stock issued in connection with the shares exchange transaction, settlement of notes payable and effect of recapitalization | ' | ' | 119 | 1,013,005 | ' | 1,013,124 | ' | 1,013,124 |
Common stock issued in connection with the shares exchange transaction, settlement of notes payable and effect of recapitalization (in shares) | ' | ' | 118,880 | ' | ' | ' | ' | ' |
Common stock issued for services rendered | ' | ' | 50 | 536,200 | ' | 536,250 | ' | 536,250 |
Common stock issued for services rendered (in shares) | ' | ' | 50,417 | ' | ' | ' | ' | ' |
Common stock issued for officers' compensation | ' | ' | 2 | 13,498 | ' | 13,500 | ' | 13,500 |
Common stock issued for officers' compensation (in shares) | ' | ' | 833 | ' | ' | ' | ' | ' |
Sale of Preferred stock | ' | 1 | ' | 49,999 | ' | 50,000 | ' | 50,000 |
Sale of Preferred stock (in shares) | ' | 1,333 | ' | ' | ' | ' | ' | ' |
Common stock subscription received | ' | ' | 50,000 | ' | ' | 50,000 | ' | 50,000 |
Common stock subscription received (in shares) | ' | ' | 6,667 | ' | ' | ' | ' | ' |
Stock based compensation | ' | ' | ' | 732,353 | ' | 1,282,100 | ' | 732,353 |
Net loss | ' | ' | ' | ' | -2,320,077 | -2,320,076 | -940,725 | -3,260,802 |
Ending Balance at Aug. 31, 2012 | 2,671 | 1 | 50,301 | 3,349,598 | -3,117,186 | 382,719 | -916,052 | -533,333 |
Ending Balance (in shares) at Aug. 31, 2012 | 105,000 | 1,333 | 307,456 | ' | ' | ' | ' | ' |
Common stock issued in connection with the shares exchange transaction, settlement of notes payable and effect of recapitalization | ' | ' | 126 | 97,234 | ' | 124,000 | ' | 124,000 |
Common stock issued in connection with the shares exchange transaction, settlement of notes payable and effect of recapitalization (in shares) | ' | ' | 126,666 | ' | ' | ' | ' | ' |
Common stock issued for officers' compensation | ' | ' | 23 | 87,477 | ' | 87,500 | ' | 87,500 |
Common stock issued for officers' compensation (in shares) | ' | ' | 22,381 | ' | ' | ' | ' | ' |
Stock based compensation | ' | ' | ' | ' | ' | 305,557 | ' | ' |
Net loss | ' | ' | ' | ' | -1,160,764 | -1,160,764 | -461,505 | -1,622,269 |
Ending Balance at Aug. 31, 2013 | $5 | $1 | $563 | $4,881,457 | ($4,277,950) | $704,076 | ($916,052) | ($322,083) |
Ending Balance (in shares) at Aug. 31, 2013 | 5,000 | 1,333 | 563,170 | ' | ' | ' | ' | ' |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Aug. 31, 2013 | |
Accounting Policies [Abstract] | ' |
SIGNIFICANT ACCOUNTING POLICIES | ' |
NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES | |
A summary of the significant accounting policies applied in the presentation of the accompanying unaudited condensed consolidated financial statements follows: | |
Basis and business presentation | |
Eco Ventures Group, Inc. (“EVG” or the “Registrant”), a publicly traded and holding company of our planned expanding lines of business, formerly known as Modern Renewable Technologies, Inc., was incorporated under the laws of the State of Nevada in April 2002. In connection with the consummation of the reverse merger transaction on June 1, 2011 with Eco Ventures Group, Inc., a Florida corporation (“Eco Ventures – Florida”) formed on November 9, 2010 (date of inception), the accounting acquirer (see below), EVG changed its name to Eco Ventures Group, Inc., a Nevada corporation. The historical financial statements are those of Eco Ventures – Florida, the accounting acquirer, immediately following the consummation of the reverse merger. All references that refer to (the “Company” or “Eco Ventures Group” or "EVG" or “we” or “us” or “our”) are to Eco Ventures Group, Inc., the Registrant and its wholly and or majority owned subsidiaries unless otherwise differentiated, Eco Ventures Group, Inc., a Florida formed corporation. We are in the development stage, as defined by Accounting Standards Codification subtopic 915-10, Development Stage Entities ("ASC 915-10") and specialize in the planned extraction of precious metals from mineralized waste bodies and reclaimed mine tailings and also will focus on the production of advanced biodiesel from recovered cooking oils and oil rich plants. We have not generated any revenues to date, have incurred expenses and has sustained losses since November 9, 2010 (date of inception). Consequently, our operations are subject to all the risks inherent in the establishment of a new business enterprise. For the period from November 9, 2010 (date of inception) through August 31, 2013, we have accumulated a deficit through its development stage of approximately $4,192,466. | |
The consolidated financial statements include the accounts of the Company and its majority owned subsidiary, Eco Ventures - Florida. All significant intercompany balances and transactions have been eliminated in consolidation. | |
The remaining 30% ownership of Eco Ventures – Florida as of August 31, 2013 is recorded as non-controlling interest in the consolidated financial statements. | |
On July 18, 2013, EVG declared a 15-for-1 reverse stock split for all of its common and preferred stock. All references in the accompanying unaudited condensed consolidated financial statements and notes thereto to the number of shares outstanding and per-share amounts have been retroactively restated to reflect this reverse stock split. | |
On April 5, 2002, EVG formed Clear TV Ventures, Inc., a Nevada corporation which is 100% subsidiary of the Company. As of August 31, 2013, Clear TV remained inactive. | |
Reverse Merger and Corporate Restructure | |
On May 27, 2011, the Registrant entered into a material definitive agreement for the acquisition of 70% of the capital stock of Eco Ventures Group, Inc., a Florida corporation (“Eco Ventures – Florida”). The acquisition was completed on June 1, 2011 through issuance of 102,500 (including 8,333 shares issued to consultants and 6,333 shares issued to officers) shares of Common Stock of the Company in exchange for 467 Shares of Eco Ventures - Florida in a tax-free share exchange. A total of 28,144 shares of Common Stock of the Registrant shall be issued to Holders of the Registrant’s outstanding Convertible Debentures. Upon the conversion of all such Convertible Debentures, the Registrant had a total of 130,659 Shares of Common Stock issued and outstanding. | |
As a condition of the reverse merger transaction, the name of the Registrant was changed to “Eco Ventures Group, Inc.”, a Nevada corporation and the Registrant’s OTC trading symbol has been changed to “EVGI.” The transaction is accounted for in substance as a reverse acquisition of the Registrant by Eco Ventures – Florida since the stockholders of Eco Ventures – Florida owned a majority of the Company’s voting power immediately following the merger transaction and Eco Ventures – Florida’s management has assumed operational, management and governance control in accordance with the terms of the Shareholder Agreement dated May 20, 2011. For accounting purposes, Eco Ventures – Florida is the accounting acquirer and / or the surviving entity. Accordingly, the historical financial statements are those of Eco Ventures – Florida, the accounting acquirer, immediately following the consummation of the reverse merger. The Company did not recognize goodwill or any intangible assets in connection with this transaction. | |
Estimates | |
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. | |
Revenue Recognition | |
The Company will recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments will be provided for in the same period the related sales will be recorded. | |
ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arraignments (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. There was no effect on implementing ASC 605-25 on the Company’s financial position and results of operations, since the Company has not started generating revenue. | |
Cash | |
The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash. | |
Property and Equipment | |
Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. During the year ended August 31, 2013, all acquired property and equipment was determined to be impaired and the total cost of $766,367 was charged to operations. | |
Long-Lived Assets | |
The Company follows FASB ASC 360-10-15-3, “Impairment or Disposal of Long-lived Assets,” which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. For the year ended August 31, 2013, the Company recognized an impairment loss of $766,367. The impairment loss represents the excess of the carrying amounts of the Company’s property and equipment over their fair value, which was determined on the basis of their liquidation value of the related assets. EVG is significantly behind in paying its rent on its Florida Facilities. | |
Income Taxes | |
The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of timing differences such as deferred officers’ compensation and stock based compensation accounting. | |
Net Loss per Common Share, basic and diluted | |
The Company has adopted Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. Shares issuable upon conversion of the Series A and Series B preferred stock have been excluded as common stock equivalents in the diluted loss per share because their effect is anti-dilutive on the computation. Diluted shares outstanding were 468,501 shares as of August 31, 2013. | |
Stock based compensation | |
The Company follows Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”) which requires that all share-based payments to both employees and non-employees be recognized in the income statement based on their fair values. | |
As of August 31, 2013, the Company did not have any issued or outstanding stock options. | |
Concentrations of Credit Risk | |
Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. | |
Research and Development | |
The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company did not incur any research and development expenses from November 9, 2010 (date of inception) through August 31, 2013. | |
Reliance on Key Personnel and Consultants | |
The Company has one full-time employee and no part-time employees. Additionally, the Company has consultants performing various specialized services. The Company is heavily dependent on the continued active participation of these current executive officers, employees and key consultants. The loss of any of the senior management or key consultants could significantly and negatively impact the business until adequate replacements can be identified and put in place. | |
Fair Value | |
Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying amount reported in the consolidated balance sheet for accounts payable and accrued expenses, advances and notes payable approximates fair value because of the immediate or short-term maturity of these financial instruments. | |
Reclassification | |
Certain reclassifications have been made to prior periods' data to conform to the current period's presentation. These reclassifications had no effect on reported income or losses. | |
Recent Accounting Pronouncements | |
The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. |
GOING_CONCERN_MATTERS
GOING CONCERN MATTERS | 12 Months Ended |
Aug. 31, 2013 | |
Notes to Financial Statements | ' |
GOING CONCERN MATTERS | ' |
NOTE 2 - GOING CONCERN MATTERS | |
The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying unaudited condensed consolidated financial statements from November 9, 2010 (date of inception) through August 31, 2013, the Company incurred deficit accumulated during development stage of approximately $4,192,466, used $137,097 in cash for operating activities during the year ended August 31, 2013. In addition, the Company is in a development stage, has yet commercialized its planned business and has not generated any revenues since inception. These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time. | |
The Companys existence is dependent upon managements ability to develop profitable operations and or upon obtaining additional financing to carry out its planned business. Management is devoting substantially all of its efforts to the commercialization of its planned product and processes, as well as raising additional debt or equity financing in order to accelerate the development and commercialization of additional products. There can be no assurance that the Companys commercialization or financing efforts will result in profitable operations or the resolution of the Companys liquidity problems. | |
There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all. In the event the Company is unable to continue as a going concern, it may elect or required to seek protection from its creditors by filing a voluntary petition in bankruptcy or may be subject to an involuntary petition in bankruptcy. To date, management has not considered this alternative, nor does management view it as a likely occurrence. | |
The accompanying unaudited condensed consolidated statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. |
PROPERTY_PLANT_AND_EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended | ||||||||
Aug. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
PROPERTY, PLANT AND EQUIPMENT | ' | ||||||||
NOTE 3 - PROPERTY, PLANT AND EQUIPMENT | |||||||||
Property, plant and equipment as of August 31, 2013 and 2012 are comprised of the following: | |||||||||
31-Aug-13 | August 31, 2012 | ||||||||
Office furniture and fixtures | $ | 1,667 | $ | 1,667 | |||||
Equipment | 149,214 | 149,214 | |||||||
Leasehold improvements | 19,640 | 19,640 | |||||||
Construction in process | 595,846 | 595,846 | |||||||
766,367 | 766,367 | ||||||||
Less impairment loss | (766,367 | ) | - | ||||||
Total property and equipment | $ | - | $ | 766,367 | |||||
Since its inception, the Company was in the assembly and testing mode and not in operations. Therefore no depreciation was recorded on the above indicated assets. As indicated in Note 1, the Company recognized an impairment loss for the year ended August 31, 2013 of $766,367. | |||||||||
During the period from November 9, 2010 (date of inception) through May 31, 2013, the Company received property and equipment from three investors at a fair value of $560,000. The transaction was recorded as a capital contribution. | |||||||||
ACCOUNTS_PAYABLE_AND_ACCRUED_L
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended | ||||||||||
Aug. 31, 2013 | |||||||||||
Payables and Accruals [Abstract] | ' | ||||||||||
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ' | ||||||||||
NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |||||||||||
Accounts payable and accrued liabilities as of August 31, 2013 and 2012 are comprised of the following: | |||||||||||
August 31, 2012 | August 31, 2012 | ||||||||||
Accounts payable | $ | 533,593 | $ | 425,952 | |||||||
Accrued compensation | - | 410,596 | |||||||||
Total accounts payable and accrued liabilities | $ | 533,593 | $ | 836,548 | |||||||
Upon the completion of the reverse merger transaction, the Company determined certain liabilities have been forgiven by the creditors/shareholders, which is deemed as extinguished as of August 31, 2011. Accordingly, the Company has recorded a gain on forgiveness of debt of $261,793 that related to the write-off of these extinguished liabilities during the year ended August 31, 2011. | |||||||||||
During the year ended August 31, 2013, the Company determined certain accrued compensation have been forgiven by the officers / related parties and accordingly, the Company credited to additional paid-in capital as contributed services rendered by the officers / related parties of $523,096 (accrued amount of $410,596 as of August 31, 2012 and the amount incurred during the year ended August 31, 2013 of $112,500). | |||||||||||
Also, during the year ended August 31, 2013, the Company determined certain liabilities have been forgiven by the creditors and accordingly, the Company recorded a gain on forgiveness of debt of $166,142 during the year ended August 31, 2013. |
NOTES_PAYABLE_UNERELATED_THIRD
NOTES PAYABLE - UNERELATED THIRD PARTY | 12 Months Ended |
Aug. 31, 2013 | |
Notes to Financial Statements | ' |
NOTES PAYABLE - UNRELATED THIRD PARTY | ' |
NOTE 5 - NOTES PAYABLE - UNERELATED THIRD PARTY | |
On December 13, 2012, the Company issued a promissory note to an unrelated third party in exchange for $100,000 in cash. Under the terms of the loan, the $100,000 and interest totaling $25,000 is due and payable on or before March 12, 2013. The loan is collateralized by 100,000 shares of the Company's restricted common stock, which are held in escrow. In consideration for the loan, the Company also issued 26,667 shares of its common stock which was valued at the shares' fair market value at the date of issue of $72,000, which is being amortized as a loan fee over the term of the loan. | |
The Company incurred interest expense of $25,000 and amortization expense $72,000 for the year ended August 31, 2013. As indicated the loan and accrued interest was not paid and the 100,000 shares were released from escrow in full settlement of the $125,000 balance due. On March 12, 2013, the Company recognized a net gain on the settlement of the debt of $65,000, the difference between the fair value of 100,000 shares which was $60,000 on date of issuance and the total indebtedness owed. |
NOTES_PAYABLE_RELATED_PARTIES
NOTES PAYABLE, RELATED PARTIES | 12 Months Ended | ||||||||
Aug. 31, 2013 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
NOTES PAYABLE, RELATED PARTIES | ' | ||||||||
NOTE 6 - NOTES PAYABLE, RELATED PARTIES | |||||||||
Notes payable as of August 31, 2013 and, 2012 are comprised of the following: | |||||||||
31-Aug-13 | 31-Aug-12 | ||||||||
Note payable, 8% per annum, due on demand, unsecured | $ | 23,821 | $ | 23,821 | |||||
Note payable, 8% per annum, due on demand, unsecured | 34,075 | 34,075 | |||||||
Note payable, 8% per annum, due on demand, unsecured | 16,317 | 16,317 | |||||||
Note payable, 8% per annum, due on demand, unsecured | 37,827 | 37,827 | |||||||
Note payable, 8% per annum, due on demand, unsecured | 10,053 | 10,053 | |||||||
Note payable, 8% per annum, due on demand, unsecured | 15,933 | 15,933 | |||||||
$ | 138,026 | $ | 138,026 | ||||||
Add: Accrued interest | 30,519 | 19,952 | |||||||
Total | $ | 168,545 | $ | 157,978 | |||||
During the year ended August 31, 2012, the Company issued an aggregate of 118,880 shares of common stock, valued at $6.75 - $24 per share in settlement of $357,124 of the outstanding notes payable and accrued interest and recorded a loss on settlement of notes payable and accrued interest of $656,000. | |||||||||
During the year ended August 31, 2012, the Company issued six notes totaling $138,026 in exchange for operating funds provided by a shareholder of its majority owned subsidiary. The note bears an 8% per annum interest rate, unsecured and are due on demand. | |||||||||
The Company charged to operations interest expense on the above notes of $10,567 during the year ended August 31, 2013. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Aug. 31, 2013 | |
Equity [Abstract] | ' |
STOCKHOLDERS' EQUITY | ' |
NOTE 7 - STOCKHOLDERS' EQUITY | |
Preferred Stock | |
The Company is authorized to issue 100,000,000 shares of preferred stock with a par value of $0.001 per share. The Company's preferred stock may be divided into such series as may be established by the Board of Directors. The Board of Directors may fix and determine the relative rights and preferences of the shares of any series established. On July 18, 2013, EVG declared a 15-for-1 reverse split for all of its common and preferred stock. All references in the accompanying unaudited condensed consolidated financial statements and notes thereto to the number of shares outstanding and per-share amounts have been retroactively restated to reflect this stock split. | |
Series A Cumulative Convertible Preferred Stock ("Series A") | |
In August, 2011, the Company designated 4,000,000 shares of authorized preferred stock as Series A Redeemable Convertible Preferred stock ("Series A"). | |
As per the subscription agreement for 5,000 preferred stock Series A issued, each Series A shares will be converted into one share of the Company's common stock and one share of Raptor Technology Group, Inc. | |
As of May 31, 2013 and August 31, 2012, there were 5,000 Series A Cumulative Convertible Preferred Stock issued and outstanding. | |
Series B Cumulative Convertible Preferred Stock ("Series B") | |
In September 2011, the Company designated 6,120,800 shares as Series B Cumulative Convertible Preferred stock. | |
During the year ended August 31, 2012, the Company issued 1,333 shares of its Series B Redeemable Convertible Preferred stock in exchange for proceeds of $50,000, valued at $37.51 per share. | |
As of August 31, 2013 and 2012, there were 1,333 Series B Cumulative Preferred Stock issued and outstanding. | |
Common stock | |
The Company is authorized to issue 50,000,000 shares of $0.001 par value common stock as of May 31, 2013. As of May 31, 2013 and August 31, 2012, 2,636,170 and 2,373,789 shares of the Company's common stock were issued and 563,170 and 300,789 shares of the Company's common stock were outstanding, respectively. | |
On May 25, 2012 the shareholders and the board of directors of the Company approved a one (1) share for every forty (40) share reverse stock split. The reverse stock split had a record date of May 29, 2012 and an effective date of July 11, 2012. On July 18, 2013, EVG declared a 15-for-1 reverse split for all of its common and preferred stock. All per share amounts in these unaudited condensed consolidated financial statements and accompanying notes have been retroactively adjusted to the earliest period presented for the effect of this reverse stock split. | |
In May 2011, in connection with entering a joint venture, the Company issued an aggregate of 8,333 shares of its common stock in exchange for services rendered with a fair value of $100,000. | |
ECO VENTURES GROUP, INC. | |
(formerly Modern Renewable Technologies, Inc.) | |
(a development stage company) | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
31-Aug-13 | |
In May 2011, in connection with the reverse merger transaction, the Company issued an aggregate of 3,753 shares of its common stock in exchange for old notes payable of $349,726. | |
In May, 2011, in connection with the reverse merger transaction, the Company issued an aggregate of 6,333 shares of its common stock in exchange for two officers' compensation with a fair value of $76,000. | |
In May, 2011, in connection with the reverse merger transaction, the Company issued an aggregate of 87,833 shares of its common stock in exchange for 467 shares or 70% interest of Eco Ventures - Florida (See Note 1 above). | |
On November 23, 2011, the Company issued, but held in escrow, 6,333 shares of its common stock pursuant to officer's employment agreements at par value. | |
On November 23, 2011, the Company issued 83 shares of its common stock in exchange for officer's compensation with a fair value of $4,500, valued at $54 per share. | |
On January 27, 2012, the Company issued 1,333 shares of its common stock in exchange for notes payable in the amount of $32,000, valued at $24 per share. | |
On February 21, 2012, the Company issued 2,846 shares of its common stock in exchange for a note payable in the amount of $68,737 valued at $24 per share (post-split). | |
On February 26, 2012, the Company issued 1,333 shares of its common stock in exchange for notes payable in the amount of $32,000, valued at $24 per share. | |
On March 23, 2012, the Company issued 6,683 shares of its common stock in exchange for a note payable in the amount of $160,387, valued at $24 per share. | |
On April 18, 2012, the Company issued 750 shares of its common stock as employee compensation in the amount of $9,000 valued at the closing stock price of $12. | |
On July 23, 2012, the Company issued, but held in escrow 2,066,667 shares of its common stock. | |
On August 1, 2012, the Company issued 106,667 shares of its common stock in exchange for a note payable and accrued interest in the amount of $64,000, valued at $6.75 per share. The Company recorded a loss on settlement of debt of $656,000 during the year ended August 31, 2012. | |
On August 8, 2012, the Company issued 417 shares of its common stock in exchange services rendered in the amount of $6,250 valued at $15 per share. | |
On August 22, 2012, Company received subscription money of $50,000 for 6,667 shares of restricted common stock, valued at $7.50 per share. On November 1, 2012 the Company issued the 6,667 shares of its authorized but unissued capital in restricted common stock. | |
On August 22, 2012, the Company issued 50,000 shares of its common stock in exchange for services rendered in the amount of $530,000 valued at $10.50 - $12 per share. | |
On October 4, 2012, the Company issued 106,667 shares of its authorized but unissued capital in restricted common stock. This was in consideration for services rendered during the fourth quarter ended August 31, 2012. The Company charged to operation as stock based compensation during the year ended August 31, 2012, fair value of 106,667 common stock of $480,000 valued at $4.50 per share. | |
ECO VENTURES GROUP, INC. | |
(formerly Modern Renewable Technologies, Inc.) | |
(a development stage company) | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
31-Aug-13 | |
In addition, in consideration for services rendered in August 2012 by Mark Cox, the Company will subsequently issue 8,333 shares of its common stock and charged to operation as stock based compensation of $122,500 valued at $14.70 per share during the year ended August 31, 2012. As of the date of filing of this report, the shares are not issued. | |
On November 1, 2012 and November 21, 2012 the Company issued a total of 2,857 shares of its authorized but unissued capital in restricted common stock. This was in consideration for Mr. Schneider purchasing the shares at a price of $5.25 per share through a subscription agreement. | |
On November 1, 2012 and November 21, 2012 the Company issued a total of 2,857 shares of its authorized but unissued capital in restricted common stock. This was in consideration for Mr. Bhatia purchasing the shares at a price of $5.25 per share through a subscription agreement. | |
On November 21, 2012, the Company issued 16,667 shares of its authorized but unissued capital in restricted common stock. This was in consideration for services rendered and was valued at $3.45, closing market price on November 21, 2012. | |
As discussed in Note 5, the Company issued 26,667 shares of its common stock to an unrelated third party as additional consideration for a $100,000 loan. The shares were valued at $2.40, the closing market price on December 12, 2012. Furthermore, under the terms of the loan, the Company issued 100,000 shares of its common stock in escrow as collateral against the loan. The loan was not repaid by its March 12, 2013 due date, and the 100,000 common shares were released from escrow and valued at $60,000 ($0.60 per share) in full settlement of the $100,000 loan and related $25,000 accrued interest (See Note 5). Accordingly, the Company recorded a gain on settlement of debt of $65,000 during the year ended August 31, 2013. | |
In addition, as per employment agreement with Mark Cox, upon completion of 60 days review period, the Company will subsequently issue 8,333 shares of its common stock and charged to operation as stock based compensation of $37,500 valued at $4.50 per share during the year ended August 31, 2013. As of the date of filing of this report, the shares are not issued. | |
Under Mr. Cox' employment agreement, the Company is required to issue him 3,333 shares per month commencing in December 2012. The Company charged $ $25,862 to operations as compensation for during the year ended August 31, 2013.. Compensation is valued based upon the average monthly closing price of the underlying shares earned. The Company will issue 20,000 shares and offset the compensation expense against additional paid-in capital. As of the date of filing of this report, the shares are not issued. | |
As a condition to Mutual Release Agreement with Paul Smith, ex-President and Chief Financial Officer of the Company, dated September 10, 2012 the Company will subsequently issue 20,000 restricted shares and charged to operation as stock based compensation of $165,000 valued at $8.25 per share during the quarter ended November 30, 2012. Also, the remaining 2,111 restricted stock were vested immediately on the date of agreement which will be issued subsequently and charged to operation as stock based compensation of $17,422 valued at $8.25 per share during the year ended August 31, 2013.. As of the date of filing of this report, the shares are not issued. | |
As per employment agreement, the Company charged to operation as a stock based compensation of $2,143 fair value of 791of shares of its restricted stock to Randall Lanham, the Chief Executive Officer of the Company, for the year ended August 31, 2013. | |
~ |
STOCK_OPTIONS
STOCK OPTIONS | 12 Months Ended |
Aug. 31, 2013 | |
Notes to Financial Statements | ' |
STOCK OPTIONS | ' |
NOTE 8 - STOCK OPTIONS | |
On July 26, 2011, the 2011 Incentive Stock Option Plan (the “2011 Planâ€) which provides incentive stock and non-statutory options to be granted to select employees, directors and consultants of the Company was approved by the Board of Directors and reserved 44,444 shares of the Company’s common stock for the 2011 Plan. | |
As of August 31, 2013, the Company has not granted any stock options under the 2011 Plan. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Aug. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 9 - RELATED PARTY TRANSACTIONS | |
The Company's current officers and shareholders have advanced funds to the Company for travel related and working capital purposes. No formal repayment terms or arrangements existed. There were $345,503 and $315,240 advances due at May 31, 2013 and August 31, 2012, respectively. | |
As described in Note 6 above, from November 9, 2010 (date of inception) through August 31, 2011, the Company issued two notes in the aggregate amount of $265,474 and during the year ended August 31, 2012, the Company issued six notes in the aggregate of $138,026 to the non-controlling interest shareholders of Eco Ventures - Florida. The notes bear an 8% per annum interest rate, unsecured and are due on demand. The Company charged interest expense of $10,567 during the year ended August 31, 2013, respectively. | |
On September 10, 2012, the Board of Directors (the "Board") of Eco Ventures Group, Inc. (the "Company") accepted the resignation of Paul Smith as President. In accordance with agreement, Mr. Smith's shall receive all stock earned prior to resignation totaling 6,417 shares. Smith shall receive an additional 20,000 shares of stock valued at $165,000 as compensation for remaining on the "Advisory Board" of Eco Ventures. Also, Smith waived his right to any back salary or cash compensation for services rendered. During the year ended August 31, 2013, the Company credited to additional paid-in capital as contributed services of $180,297 resulted from Smith's waiving of his right to any back salary or cash compensation for services. | |
Also, during the year ended August 31, 2013, Randall Lanham, the Chief Executive Officer of the Company waived rights towards any back salary or cash compensation and accordingly, the Company credited to additional paid-in capital as contributed services of $342,799. | |
During the year ended August 31, 2013, the Company charged to operations as stock based compensation of $37,500 valued at $4.50 per share for 8,333 shares vested upon completion of 60 days review period per employment agreement with Mark Cox, President and Chief Financial Officer of the Company. As of the date of filing of this report, the shares are not issued. | |
Also, upon successful completion of the Mark Cox's one hundred and twenty (120) day review, the Company shall also award an additional 3,333 shares of its "restricted stock" for each month that Employee remains in the employ of the Company, up to a maximum of twenty-four (24) months. Accordingly, the Company charged to operations as stock based compensation $25,862 valued at average monthly closing price for 20,000 shares during the year ended August 31, 2013.. As of the date of filing of this report, the shares are not issued. | |
During the year ended August 31, 2013, the Company paid and accrued $35,000 to the Chief Executive Officer ("CEO") of the Company as per Financial and Marketing Consulting Services agreement and $20,000 as consulting expenses to the CEO of the Company. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Aug. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
NOTE 10 -COMMITMENTS AND CONTINGENCIES | |
Reorganization Agreement and Deal Flow Agreement | |
On July 30, 2012, the Board of Directors of Eco Ventures Group, Inc. (OTCBB: EVGI) (the "Company") ratified a definitive "Reorganization Agreement" ("the Agreement") between the Company and Energiepark Supitz GmbH ("Energiepark") whereby the Company will acquire 75% of the Shares of Energiepark in exchange for Shares of the Company which, upon issuance, will constitute 30% of the issued and outstanding Shares of Common Stock of the Company ("the Acquisition Shares"), and cash consideration of $3,000,000. The Company has the option to acquire the remaining 25% of the Shares of Energiepark at a price which will be equal to 25% of the net value of the combined companies, as defined in the Agreement. The Agreement was signed and notarized by Energiepark, in accordance with German law, on August 1, 2012. The terms of the Agreement were never met and the Agreement was terminated. | |
Operating Lease Commitments | |
The Company's initial headquarters, operations and manufacturing facilities are located at 7432 State Road 50, Suite 101, Groveland, FL, in a light-industrial complex 25 miles west of Orlando, FL . The Company has leased an office / warehouse complex with a large warehouse facility for its planned Mineral Recovery Operation and Bio-Diesel Operation. The Company has since moved out of the facilities and is no longer leasing the facilities. The properties were sold and and all debts and rents were forgiven. | |
Litigation | |
The Company is subject at times to other legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. There was no outstanding litigation as of August 31, 2013. |
NON_CONTROLLING_INTEREST
NON CONTROLLING INTEREST | 12 Months Ended | ||||
Aug. 31, 2013 | |||||
Noncontrolling Interest [Abstract] | ' | ||||
NON CONTROLLING INTEREST | ' | ||||
NOTE 11 - NON CONTROLLING INTEREST | |||||
The remaining 30% ownership of Eco Ventures - Florida is recorded as Non-Controlling interest in the unaudited condensed consolidated financial statements. | |||||
A reconciliation of the non-controlling loss attributable to the Company: | |||||
Net loss Attributable to the Company and transfers (to) from non-controlling interest for the year ended August 31, 2013: | |||||
Net loss | $ | ||||
1,431,842 | |||||
Average Non-controlling interest percentage | % | ||||
30 | |||||
Net loss attributable to the non-controlling interest | $ | ||||
429,553 | |||||
The following table summarizes the changes in Non-Controlling Interest from November 9, 2010 (date of inception) through August 31, 2013. | |||||
Balance, November 9, 2010 (date of inception) | $ | - | |||
Non-controlling interest portion of contributed capital | 188,325 | ||||
Net loss attributable to the non-controlling interest | (163,652 | ) | |||
Balance, August 31, 2011 | 24,673 | ||||
Net loss attributable to the non-controlling interest | (940,725 | ) | |||
Balance, August 31, 2012 | $ | (916,052 | ) | ||
Net loss attributable to the non-controlling interest | (429,553 | ) | |||
Balance, May 31, 2103 | $ | (1,345,605 | ) |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Aug. 31, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 12 - SUBSEQUENT EVENTS | |
On July 15, 2013, The Company entered into an Agreement and Plan of Merger with Clear TV Ventures, Inc. ("Clear TV"). Under the terms of the merger, Clear TV will merge with the Company and will be the surviving corporation. | |
Officer Resignation | |
Effective June 30, 2013, Mark Cox has resigned his position as an officer of the Company. | |
The Board of Directors of Eco Ventures, Inc. (the "Company") has approved a change of its name to Clear TV Ventures, Inc. effective at the close of business on July 25, 2013. The Board approved the name change in connection with the Company's with its new business focus. | |
The name change was effected through the merger of the Company with its wholly-owned subsidiary in which the Company was the surviving entity. In accordance with the Nevada Revised Statutes, Company changed its name at the effective time of the merger. This action was approved by the company's Board of Directors on July 15, 2013 and no consent of Company's stockholders was required under Nevada law. |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Aug. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Basis and Business Presentation | ' |
Basis and business presentation | |
Eco Ventures Group, Inc. (“EVG” or the “Registrant”), a publicly traded and holding company of our planned expanding lines of business, formerly known as Modern Renewable Technologies, Inc., was incorporated under the laws of the State of Nevada in April 2002. In connection with the consummation of the reverse merger transaction on June 1, 2011 with Eco Ventures Group, Inc., a Florida corporation (“Eco Ventures – Florida”) formed on November 9, 2010 (date of inception), the accounting acquirer (see below), EVG changed its name to Eco Ventures Group, Inc., a Nevada corporation. The historical financial statements are those of Eco Ventures – Florida, the accounting acquirer, immediately following the consummation of the reverse merger. All references that refer to (the “Company” or “Eco Ventures Group” or "EVG" or “we” or “us” or “our”) are to Eco Ventures Group, Inc., the Registrant and its wholly and or majority owned subsidiaries unless otherwise differentiated, Eco Ventures Group, Inc., a Florida formed corporation. We are in the development stage, as defined by Accounting Standards Codification subtopic 915-10, Development Stage Entities ("ASC 915-10") and specialize in the planned extraction of precious metals from mineralized waste bodies and reclaimed mine tailings and also will focus on the production of advanced biodiesel from recovered cooking oils and oil rich plants. We have not generated any revenues to date, have incurred expenses and has sustained losses since November 9, 2010 (date of inception). Consequently, our operations are subject to all the risks inherent in the establishment of a new business enterprise. For the period from November 9, 2010 (date of inception) through August 31, 2013, we have accumulated a deficit through its development stage of approximately $4,192,466. | |
The consolidated financial statements include the accounts of the Company and its majority owned subsidiary, Eco Ventures - Florida. All significant intercompany balances and transactions have been eliminated in consolidation. | |
The remaining 30% ownership of Eco Ventures – Florida as of August 31, 2013 is recorded as non-controlling interest in the consolidated financial statements. | |
On July 18, 2013, EVG declared a 15-for-1 reverse stock split for all of its common and preferred stock. All references in the accompanying unaudited condensed consolidated financial statements and notes thereto to the number of shares outstanding and per-share amounts have been retroactively restated to reflect this reverse stock split. | |
On April 5, 2002, EVG formed Clear TV Ventures, Inc., a Nevada corporation which is 100% subsidiary of the Company. As of August 31, 2013, Clear TV remained inactive. | |
Reverse Merger and Corporate Restructure | ' |
Reverse Merger and Corporate Restructure | |
On May 27, 2011, the Registrant entered into a material definitive agreement for the acquisition of 70% of the capital stock of Eco Ventures Group, Inc., a Florida corporation (“Eco Ventures – Florida”). The acquisition was completed on June 1, 2011 through issuance of 102,500 (including 8,333 shares issued to consultants and 6,333 shares issued to officers) shares of Common Stock of the Company in exchange for 467 Shares of Eco Ventures - Florida in a tax-free share exchange. A total of 28,144 shares of Common Stock of the Registrant shall be issued to Holders of the Registrant’s outstanding Convertible Debentures. Upon the conversion of all such Convertible Debentures, the Registrant had a total of 130,659 Shares of Common Stock issued and outstanding. | |
Estimates | ' |
Estimates | |
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. | |
Revenue Recognition | ' |
Revenue Recognition | |
The Company will recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments will be provided for in the same period the related sales will be recorded. | |
ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arraignments (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. There was no effect on implementing ASC 605-25 on the Company’s financial position and results of operations, since the Company has not started generating revenue. | |
Cash | ' |
Cash | |
The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash. | |
Property and Equipment | ' |
Property and Equipment | |
Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. During the year ended August 31, 2013, all acquired property and equipment was determined to be impaired and the total cost of $766,367 was charged to operations. | |
Long-Lived Assets | ' |
Long-Lived Assets | |
The Company follows FASB ASC 360-10-15-3, “Impairment or Disposal of Long-lived Assets,” which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. For the year ended August 31, 2013, the Company recognized an impairment loss of $766,367. The impairment loss represents the excess of the carrying amounts of the Company’s property and equipment over their fair value, which was determined on the basis of their liquidation value of the related assets. EVG is significantly behind in paying its rent on its Florida Facilities. | |
Income Taxes | ' |
Income Taxes | |
The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of timing differences such as deferred officers’ compensation and stock based compensation accounting. | |
Net Loss per Common Share, basic and diluted | ' |
Net Loss per Common Share, basic and diluted | |
The Company has adopted Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. Shares issuable upon conversion of the Series A and Series B preferred stock have been excluded as common stock equivalents in the diluted loss per share because their effect is anti-dilutive on the computation. Diluted shares outstanding were 468,501 shares as of August 31, 2013. | |
Stock based compensation | ' |
Stock based compensation | |
The Company follows Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”) which requires that all share-based payments to both employees and non-employees be recognized in the income statement based on their fair values. | |
As of August 31, 2013, the Company did not have any issued or outstanding stock options. | |
Concentrations of Credit Risk | ' |
Concentrations of Credit Risk | |
Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. | |
Research and Development | ' |
Research and Development | |
The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company did not incur any research and development expenses from November 9, 2010 (date of inception) through August 31, 2013. | |
Reliance on Key Personnel and Consultants | ' |
Reliance on Key Personnel and Consultants | |
The Company has one full-time employee and no part-time employees. Additionally, the Company has consultants performing various specialized services. The Company is heavily dependent on the continued active participation of these current executive officers, employees and key consultants. The loss of any of the senior management or key consultants could significantly and negatively impact the business until adequate replacements can be identified and put in place. | |
Fair Value | ' |
Fair Value | |
Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying amount reported in the consolidated balance sheet for accounts payable and accrued expenses, advances and notes payable approximates fair value because of the immediate or short-term maturity of these financial instruments. | |
Reclassification | ' |
Reclassification | |
Certain reclassifications have been made to prior periods' data to conform to the current period's presentation. These reclassifications had no effect on reported income or losses. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. |
PROPERTY_PLANT_AND_EQUIPMENT_T
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||
Aug. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Schedule of Property Plant and Equipment | ' | ||||||||
31-Aug-13 | August 31, 2012 | ||||||||
Office furniture and fixtures | $ | 1,667 | $ | 1,667 | |||||
Equipment | 149,214 | 149,214 | |||||||
Leasehold improvements | 19,640 | 19,640 | |||||||
Construction in process | 595,846 | 595,846 | |||||||
766,367 | 766,367 | ||||||||
Less impairment loss | (766,367 | ) | - | ||||||
Total property and equipment | $ | - | $ | 766,367 |
ACCOUNTS_PAYABLE_AND_ACCRUED_L1
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended | ||||||||||
Aug. 31, 2013 | |||||||||||
Payables and Accruals [Abstract] | ' | ||||||||||
Schedule of Accounts Payable and Accrued Liabilities | ' | ||||||||||
August 31, 2012 | August 31, 2012 | ||||||||||
Accounts payable | $ | 533,593 | $ | 425,952 | |||||||
Accrued compensation | - | 410,596 | |||||||||
Total accounts payable and accrued liabilities | $ | 533,593 | $ | 836,548 |
NOTES_PAYABLE_RELATED_PARTIES_
NOTES PAYABLE, RELATED PARTIES (Tables) | 12 Months Ended | ||||||||
Aug. 31, 2013 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Schedule of Notes Payable | ' | ||||||||
31-Aug-13 | 31-Aug-12 | ||||||||
Note payable, 8% per annum, due on demand, unsecured | $ | 23,821 | $ | 23,821 | |||||
Note payable, 8% per annum, due on demand, unsecured | 34,075 | 34,075 | |||||||
Note payable, 8% per annum, due on demand, unsecured | 16,317 | 16,317 | |||||||
Note payable, 8% per annum, due on demand, unsecured | 37,827 | 37,827 | |||||||
Note payable, 8% per annum, due on demand, unsecured | 10,053 | 10,053 | |||||||
Note payable, 8% per annum, due on demand, unsecured | 15,933 | 15,933 | |||||||
$ | 138,026 | $ | 138,026 | ||||||
Add: Accrued interest | 30,519 | 19,952 | |||||||
Total | $ | 168,545 | $ | 157,978 |
NON_CONTROLLING_INTEREST_Table
NON CONTROLLING INTEREST (Tables) | 12 Months Ended | ||||
Aug. 31, 2013 | |||||
Noncontrolling Interest [Abstract] | ' | ||||
Schedule of Net loss Attributable to the Company and transfers (to) from non-controlling interest | ' | ||||
Net loss | $ | ||||
1,431,842 | |||||
Average Non-controlling interest percentage | % | ||||
30 | |||||
Net loss attributable to the non-controlling interest | $ | ||||
429,553 | |||||
Schedule of changes in Non-Controlling Interest | ' | ||||
Balance, November 9, 2010 (date of inception) | $ | - | |||
Non-controlling interest portion of contributed capital | 188,325 | ||||
Net loss attributable to the non-controlling interest | (163,652 | ) | |||
Balance, August 31, 2011 | 24,673 | ||||
Net loss attributable to the non-controlling interest | (940,725 | ) | |||
Balance, August 31, 2012 | $ | (916,052 | ) | ||
Net loss attributable to the non-controlling interest | (429,553 | ) | |||
Balance, May 31, 2103 | $ | (1,345,605 | ) |
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 0 Months Ended | 12 Months Ended | 34 Months Ended | |
Jul. 18, 2013 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | |
Significant Accounting Policies Details Narrative | ' | ' | ' | ' |
Deficit accumulated during development stage | ' | $4,277,950 | $3,117,186 | $4,277,950 |
Reverse Stock Split | '15 for 1 | ' | ' | ' |
Acquired Property And Equipment Impairment Total | ' | $766,367 | ' | $766,367 |
Diluted shares outstanding | ' | 468,501 | ' | ' |
GOING_CONCERN_MATTERS_Details_
GOING CONCERN MATTERS (Details Narrative) (USD $) | 12 Months Ended | 34 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | |
Notes to Financial Statements | ' | ' | ' |
Deficit accumulated during development stage | $4,277,950 | $3,117,186 | $4,277,950 |
Net cash used in operating activities | $137,097 | $400,119 | $678,267 |
PROPERTY_PLANT_AND_EQUIPMENT_D
PROPERTY, PLANT AND EQUIPMENT (Details) (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
Property, Plant and Equipment [Abstract] | ' | ' |
Office furniture and fixtures | $1,667 | $1,667 |
Equipment | 149,214 | 149,214 |
Leasehold improvements | 19,640 | 19,640 |
Construction in process | 595,846 | 595,846 |
Property, Plant and Equipment, Gross | 766,367 | 766,367 |
Less impairment loss | -766,367 | ' |
Total property and equipment | ' | $766,367 |
PROPERTY_PLANT_AND_EQUIPMENT_D1
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) (USD $) | 31-May-13 |
Property, Plant and Equipment [Abstract] | ' |
Fair value of Propert Pant and Equipment | $560,000 |
ACCOUNTS_PAYABLE_AND_ACCRUED_L2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
Payables and Accruals [Abstract] | ' | ' |
Accounts payable | $533,593 | $425,952 |
Accrued compensation | ' | 410,596 |
Total accounts payable and accrued liabilities | $533,593 | $836,548 |
ACCOUNTS_PAYABLE_AND_ACCRUED_L3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) (USD $) | 10 Months Ended | 12 Months Ended | 34 Months Ended | |
Aug. 31, 2011 | Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | |
Payables and Accruals [Abstract] | ' | ' | ' | ' |
Gain on forgiveness of debt | $261,793 | $166,142 | ' | $427,935 |
Additional paid-in capital as contributed services rendered by the officers / related parties | ' | 523,096 | ' | ' |
Accrued compensation | ' | ' | 410,596 | ' |
Compensation forgiven by officers/related parties and accounted for as contributed services | ' | $150,000 | ' | $150,000 |
NOTES_PAYABLE_UNERELATED_THIRD1
NOTES PAYABLE - UNERELATED THIRD PARTY (Details Narrative) (USD $) | Aug. 31, 2013 | Aug. 31, 2012 | Dec. 13, 2012 | Aug. 31, 2013 |
Unrelated Third Party [Member] | Unrelated Third Party [Member] | |||
Company Issued promissory note | ' | ' | $100,000 | ' |
Interest Payable | ' | ' | 25,000 | ' |
Promissory Note Mautrity Date | ' | ' | 12-Mar-13 | ' |
Common Stock Issued | 2,636,170 | 2,373,789 | ' | 26,667 |
Common Stock Value | 563 | 301 | ' | 72,000 |
Net gain on the settlement of the debt | ' | ' | ' | $65,000 |
NOTES_PAYABLE_RELATED_PARTIES_1
NOTES PAYABLE, RELATED PARTIES (Details) (USD $) | Aug. 31, 2013 | Aug. 31, 2012 |
Note payable | $138,026 | $138,026 |
Add: Accrued interest | 19,952 | 30,519 |
Total | 157,978 | 168,545 |
Notes Payable One [Member] | ' | ' |
Note payable | 23,821 | 23,821 |
Notes Payable Two [Member] | ' | ' |
Note payable | 34,075 | 34,075 |
Notes Payable Three [Member] | ' | ' |
Note payable | 16,317 | 16,317 |
Notes Payable Four [Member] | ' | ' |
Note payable | 37,827 | 37,827 |
Notes Payable Five [Member] | ' | ' |
Note payable | 10,053 | 10,053 |
Notes Payable Six [Member] | ' | ' |
Note payable | $15,933 | $15,933 |
NOTES_PAYABLE_RELATED_PARTIES_2
NOTES PAYABLE, RELATED PARTIES (Details Narrative) (USD $) | 12 Months Ended | 34 Months Ended | |
Aug. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2013 | |
Common Stock Shares Issued | 2,636,170 | 2,373,789 | 2,636,170 |
Common Stock Value per Share | $0.00 | $0.00 | $0.00 |
Outstanding Notes Payable and Accrued Interest | $533,593 | $836,548 | $533,593 |
Loss on Settlement of Notes Payable and Accrued Interest | ' | -656,000 | -656,000 |
Related Third Party [Member] | ' | ' | ' |
Common Stock Shares Issued | ' | 118,880 | ' |
Outstanding Notes Payable and Accrued Interest | ' | 357,124 | ' |
Loss on Settlement of Notes Payable and Accrued Interest | ' | 656,000 | ' |
Total Notes Issued Value | ' | 138,026 | ' |
Notes Issued Interest Rate | ' | 8.00% | ' |
Interest Expenses Charged | $10,567 | ' | ' |
Maximum [Member] | ' | ' | ' |
Common Stock Value per Share | ' | $24 | ' |
Minimum [Member] | ' | ' | ' |
Common Stock Value per Share | ' | $6.75 | ' |
STOCK_OPTIONS_Details_Narrativ
STOCK OPTIONS (Details Narrative) | Jul. 26, 2011 |
Notes to Financial Statements | ' |
Reserved Company's Common Stock | 44,444 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $) | 0 Months Ended | |
Jul. 30, 2012 | Aug. 01, 2012 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' |
Shares can be Acquired in Acquisition | 25.00% | 75.00% |
Common Stock | 25.00% | 30.00% |
Cash consideration in Acquisition | $3,000,000 | ' |
NON_CONTROLLING_INTEREST_Detai
NON CONTROLLING INTEREST (Details) (USD $) | 10 Months Ended | 12 Months Ended | |
Aug. 31, 2011 | Aug. 31, 2013 | Aug. 31, 2012 | |
Noncontrolling Interest [Abstract] | ' | ' | ' |
Net loss | ' | $1,431,842 | ' |
Average Non-controlling interest percentage | ' | 30.00% | ' |
Net loss attributable to the non-controlling interest | ($163,652) | ($429,553) | ($940,725) |
NON_CONTROLLING_INTEREST_Detai1
NON CONTROLLING INTEREST (Details 2) (USD $) | 10 Months Ended | 12 Months Ended | |
Aug. 31, 2011 | Aug. 31, 2013 | Aug. 31, 2012 | |
Noncontrolling Interest [Abstract] | ' | ' | ' |
Beginning Balance | ' | ($916,052) | $24,673 |
Non-controlling interest portion of contributed capital | 188,325 | ' | ' |
Net loss attributable to the non-controlling interest | 163,652 | 429,553 | 940,725 |
Ending Balance | $24,673 | ($1,377,557) | ($916,052) |