UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES |
| EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2008 | |
| OR | |
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
| EXCHANGE ACT OF 1934 | |
| Commission file number: 333-150110 | |
FUTURE CANADA CHINA ENVIRONMENT INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
114 West Magnolia Street
Suite 437
Bellingham, WA 98225
(Address of principal executive offices, including zip code.)
(360) 392-2828
(telephone number, including area code)
Check whether the issuer (1) filed all reports required 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 last 90 days.
YES x NO ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ¨ | Accelerated Filer | ¨ |
| Non-accelerated Filer | ¨ | Smaller Reporting Company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES x NO¨
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:
38,665,200 as of January 12, 2009.
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
| Future Canada China Environment, Inc. | ||||||
| (A Development Stage Company) | ||||||
| Balance Sheets | ||||||
| As of | As of | |||||
| November 30, 2008 | February 29, 2008 | |||||
| (Unaudited) | (Audited) | |||||
| ASSETS | ||||||
| Current assets | ||||||
| Cash | $ | 85 | $ | 50 | ||
| Total current assets | 85 | 50 | ||||
| Other assets | ||||||
| Deposits | 595 | 595 | ||||
| Prepaid expenses | 15,000 | -- | ||||
| Total other assets | 15,595 | 595 | ||||
| Total assets | $ | 15,680 | $ | 645 | ||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||
| Current liabilities | ||||||
| Accounts payable | $ | 11,000 | $ | -- | ||
| Accounts payable - related party | 30,000 | 5,000 | ||||
| Due to related party | 29,707 | 40,938 | ||||
| Total current liabilities | 70,707 | 45,938 | ||||
| Total liabilities | 70,707 | 45,938 | ||||
| Stockholders' deficit (See Note 4) | ||||||
| Preferred stock; $.00001 par value; 100,000,000 shares | -- | - - | ||||
| authorized, no shares issued and outstanding | ||||||
| as of November 30, 2008 and February 29, 2008, respectively | ||||||
| Common stock; $.00001 par value; 100,000,000 shares | ||||||
| authorized | ||||||
| 38,665,200 and 35,000,000 shares issued and outstanding | ||||||
| as of November 30, 2008 and February 29, 2008, respectively | 387 | 350 | ||||
| Additional paid in capital | 104,683 | - | ||||
| Accumulated deficit during development stage | (160,097) | (45,643) | ||||
| Total stockholders' deficit | (55,027) | (45,293) | ||||
| Total liabilities and stockholders' deficit | $ | 15,680 | $ | 645 | ||
The accompanying notes are an integral part of these financial statements.
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| Future Canada China Environment, Inc. | ||||||
| (A Development Stage Company) | ||||||
| Statements of Operations | ||||||
| (Unaudited) | ||||||
| February 5, 2008 | ||||||
| Three Months | Nine Months | (Date of Inception) | ||||
| Ended | Ended | through | ||||
| November 30, 2008 | November 30, 2008 | November 30, 2008 | ||||
| Revenues | $ | -- | $ | -- | $ | -- |
| Cost of revenues | -- | -- | -- | |||
| Gross profit | -- | -- | -- | |||
| Operating expenses | ||||||
| Selling, general and administrative | 50,438 | 114,454 | 159,797 | |||
| Total operating expenses | 50,438 | 114,454 | 159,797 | |||
| Net loss | $ | (50,438) | (114,454) | (159,797) | ||
| Basic loss per common share | $ | (0.00) | (0.00) | |||
| Basic weighted average common | ||||||
| shares outstanding | 38,665,200 | 36,865,920 | ||||
The accompanying notes are an integral part of these financial statements.
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| Future Canada China Environment, Inc. | ||||||||||||||||||
| (A Development Stage Company) | ||||||||||||||||||
| Statement of Stockholders' Deficit | ||||||||||||||||||
| (Unaudited) | ||||||||||||||||||
| Additional | Accumulated | Total | ||||||||||||||||
| Preferred Stock | Common Stock | Paid-in | Deficit During | Stockholders' | ||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Development Stage | Deficit | ||||||||||||
| Balance, February 5, 2008 | -- | $ | -- | -- | $ | -- | $ | -- | $ | -- | $ | -- | ||||||
| (Date of Inception) | ||||||||||||||||||
| Issuance of stock for cash, | ||||||||||||||||||
| $ 0.000001 per share | -- | -- | 35,000,000 | 350 | -- | (300) | 50 | |||||||||||
| Net loss | -- | -- | -- | -- | -- | (45,343) | (45,343) | |||||||||||
| Balance, February 29, 2008 | -- | -- | 35,000,000 | 350 | -- | (45,643) | (45,293) | |||||||||||
| Issuance of stock for cash, | ||||||||||||||||||
| $ 0.0285 per share | -- | -- | 3,665,200 | 37 | 104,683 | -- | 104,720 | |||||||||||
| Net loss | -- | -- | -- | -- | -- | (114,454) | (114,454) | |||||||||||
| Balance, November 30, 2008 | ||||||||||||||||||
| (Unaudited) | -- | $ | - | 38,665,200 | $ | 387 | $ | 104,683 | $ | (160,097) | $ | (55,027) | ||||||
The accompanying notes are an integral part of these financial statements.
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| Future Canada China Environment, Inc. | |||||
| (A Development Stage Company) | |||||
| Statements of Cash Flows | |||||
| (Unaudited) | |||||
| February 5, 2008 | |||||
| Nine Months | (Date of Inception) | ||||
| Ended | Through | ||||
| November 30, 2008 | November 30, 2008 | ||||
| Cash flows from operating activities: | |||||
| Net loss | $ | (114,454) | $ | (159,797) | |
| Changes in operating assets and liabilities: | |||||
| Decrease in deposits | -- | (595) | |||
| (Increase) in prepaid expenses | (15,000) | (15,000) | |||
| Increase in accounts payable | 11,000 | 11,000 | |||
| Increase in accounts payable - related party | 25,000 | 30,000 | |||
| Net cash used by operating activities | (93,454) | (134,392) | |||
| Cash flows from financing activities: | |||||
| Proceeds from issuance of common stock | 104,720 | 104,770 | |||
| Increase (decrease) in due to related party | (11,231) | 29,707 | |||
| Net cash provided by financing activities | 93,489 | 134,477 | |||
| Net change in cash | 35 | 85 | |||
| Cash, beginning of period | 50 | -- | |||
| Cash, end of period | $ | 85 | $ | 85 | |
The accompanying notes are an integral part of these financial statements.
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Future Canada China Environment Inc.
(A Development Stage Company)
Notes to Financial Statements
November 30, 2008
(Unaudited)
Note 1 Nature of Operations
The Company was incorporated on February 5, 2008 under the law of Nevada, United States of America. It is a consulting company, and accordingly, its principal purpose is to use its capital to investigate and find a business to acquire.
The Company is currently in the development stage as defined in SFAS No. 7. All activities of the Company to date relate to the organization’s initial funding and share issuances.
Going Concern
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has not begun generating revenue, is considered a development stage company, has experienced recurring net operating losses, had an accumulated deficit of ($160,097) and had a working capital deficit of ($70,622) as of November 30, 2008. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to issue more shares of common stock in order to raise funds. The Company will seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives.
These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.
Note 2 Significant Accounting Policies
(a) Basis of presentation
The accompanying unaudited financial statements have been prepared in accordance with Securities and Exchange Commission requirements for financial statements. The financial statements should be read in conjunction with the Form S-1 for the year ended February 29, 2008 of the Company.
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Future Canada China Environment Inc.
(A Development Stage Company)
Notes to Financial Statements
November 30, 2008
(Unaudited)
Note 2 Significant Accounting Policies (Continued)
(a) Basis of presentation (Continued)
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States.
The financial information is unaudited. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position as of November 30, 2008 and the results of operations and cash flows presented herein have been included in the financial statements. These results of operations for the three and nine months ended November 30, 2008 are not necessarily indicative of the results to be expected for future quarters or the full year.
(b) Reclassification
Certain reclassifications, having no effect on net loss, have been made to the previously issued condensed consolidated financial statements to conform to the current period’s presentation of the Company’s condensed financial statements. Reclassifications were made between accounts payable – related party and due to related party.
(c) Use of estimates
The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates and may impact future results of operations and cash flows.
(d) Cash and cash equivalents
For the purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with maturities of three months or less to be cash equivalents.
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Future Canada China Environment Inc.
(A Development Stage Company)
Notes to Financial Statements
November 30, 2008
(Unaudited)
Note 2 Significant Accounting Policies (Continued)
(e) Income Taxes
The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date.
(f) Fair value of financial instruments
Financial accounting standards statement No. 107 “Disclosure about Fair Value of Financial Instruments”, requires the Company to disclose, when reasonably attainable, the fair market value of its assets and liabilities which are deemed to be financial instruments. The carrying amount and estimated fair values of the Company’s financial instruments approximated their fair value due to their short-term nature.
(g) Loss per share
The Company computes net loss per share in accordance with SFAS No. 128, “Earnings per Share” (SFAS 128) and SEC Staff Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS 128 and SAB 98, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period.
Diluted loss per share is computed using the weighted average number of shares and dilutive potential common shares outstanding. Potentially dilutive common shares consist of employee stock options, warrants, and restricted stock, and are excluded from the diluted earnings per share computation in periods where the Company has incurred a net loss.
Dilutive loss per share was not presented, as the Company had no common stock equivalent shares for the period from inception (February 5, 2008) through November 30, 2008 that would affect the computation of diluted loss per share.
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Future Canada China Environment Inc.
(A Development Stage Company)
Notes to Financial Statements
November 30, 2008
(Unaudited)
Note 3 Initial Public Offering
On April 24, 2008, Form S-1 registration statement was declared effective by the SEC. Pursuant to the S-1, the Company offered 3,500,000 (post-split-up in the form of a dividend) (“post split-up) shares minimum, 7,000,000 (post split-up) shares maximum at an offering price of approximately $0.0285 per share in a direct public offering, without any involvement of underwriters or broker-dealers. As of July 1, 2008, the Company had sold 3,665,200 (post split-up) shares of common stock and raised $104,720. The Company is currently listed on the Over the Counter Bulletin Board (OTCBB).
Note 4 Stockholders’ Deficit
On October 9, 2008, the Company issued a split-up in the form of a dividend on the basis of 6 additional shares of common stock for each 1 share of common stock outstanding. All references in these financial statements and notes to financial statements of common shares to number of shares, price per common share and weighted average number of common shares outstanding prior to the 7:1 split-up in the form of dividend (“split-up”) declared on October 9, 2008 have been adjusted to reflect the split-up on a retroactive basis unless otherwise noted. The Company has 100,000,000 common shares authorized with a par value of US $0.00001 per share and 100,000,000 preferred shares. In February 2008, in connection with its organization, the Company issued 35,000,000 (post split-up) restricted shares of their authorized common stock. The shares were issued for cash of $50.00 (or $0.000001 per share). The Compa ny completed its initial public stock offering during the nine months ended November 30, 2008 and raised $104,720 through issuance of 3,665,200 (post split-up) shares of registered common stock.
| Number of | |||||
| Shares | Amount | ||||
| Balance, February 5, 2008 | 0 | $ | 0 | ||
| Issued for private placement | |||||
| 5,000,000 shares, and split-up | |||||
| in the form of a dividend 7:1 | 35,000,000 | 350 | |||
| Issued during initial public offering | |||||
| 523,600 shares, and split-up | |||||
| in the form of a dividend 7:1 | 3,665,200 | 37 | |||
| Balance, November 30, 2008 | 38,665,200 | $ | 387 | ||
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Future Canada China Environment Inc.
(A Development Stage Company)
Notes to Financial Statements
November 30, 2008
(Unaudited)
Note 5 Related Party Transaction
During the three months ended November 30, 2008, Hsi Chun Chiang, President and CEO of the Company advanced $19,437 to pay for expenses on behalf of the Company. As of November 30, 2008, $29,707 is owed to Hsi Chun Chiang and recorded as due to related party. Hsi Chun Chiang will not receive any interest on any funds that she advances to the Company and there are no set repayment terms.
During the period, the Company accrued $15,000 of director fees due to Hsi Chun Chiang, President and CEO and $5,000 to Paul Young, Vice President. As of November 30, 2008, $25,000 is owed to Hsi Chun Chiang and $5,000 to Paul Young as “accounts payable – related party.” As of November 30, 2008, there are no other related party transactions between the Company and any directors other than those mentioned above.
Note 6 Recently Issued Accounting Pronouncements
In September 2006, the FASB issued Statement No. 157, "Fair Value Measurements" (FAS 157), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of FAS 157 become effective as of the beginning of our 2009 fiscal year. We are currently evaluating the impact that FAS 157 will have on our financial statements.
In September 2006, the FASB issued Statement No. 158, "Employer's Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R)" (FAS 158). FAS 158 requires that employers recognize the funded status of their defined benefit pension and other postretirement plans on the balance sheet and recognize as a component of other comprehensive income, net of tax, the plan-related gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost. We adopted FAS 158 on April 30, 2007. The adoption of FAS 158 did not have a significant impact on our financial statements.
In February 2007, the FASB issued Statement No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115" (FAS 159). FAS 159 permits companies to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The provisions of FAS 159 become effective as of the beginning of our 2009 fiscal year. We are currently evaluating the impact that FAS 159 will have on our financial statements.
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Future Canada China Environment Inc.
(A Development Stage Company)
Notes to Financial Statements
November 30, 2008
(Unaudited)
Note 6 Recently Issued Accounting Pronouncements (Continued)
In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 which applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. The statement is effective for annual periods beginning after December 15, 2008.
In March 2007, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133,” (SFAS “161”) as amended and interpreted, which requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. Disclosing the fair values of derivative instruments and their gains and losses in a tabular format provides a more complete picture of the location in an entity’s financial statements of both the derivative positions existing at period end and the effect of using derivatives during the reporting period. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretat ions, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Early adoption is permitted, but not expected.
In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60”. SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk-management activities. SFAS 163 requires that disclosures abo ut the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.
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Future Canada China Environment Inc.
(A Development Stage Company)
Notes to Financial Statements
November 30, 2008
(Unaudited)
Note 7 Commitments and Contingencies
On September 18, 2008, the Company entered into an acquisition agreement with Guangdong HongMao Enterprises Co. Ltd (“Guangdong”) located in Guang Zhou, China. Wherein it was agreed that Guangdong would assist the Company with their listing on the NASDAQ stock market by exchanging shares of Guangdong for shares of the Company’s common stock. The transaction is subject to the execution of a formal definitive Purchase and Sale Contract. In the event that this agreement is breached for any reason, the non-breaching party may seek damages from the breaching party.
Hong Mao was established in 2002. Its business includes a biological fertilizer project, ecological tree growing, high quality garden and flower growing, organic food and green vegetable processing and a vegetable basket service project.
Note 8 Changes in Control or Registrant
On November 13, 2008, Chi Ching Chiang transferred 32,920,000 restricted shares of common stock owned by her to Hsi Chun Chiang, President and CEO of the Company. After the transfer, Hsi Chun Chiang owns total of 32,920,000 restricted shares of common stock or 85.14% of the total shares of common stock outstanding.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
This section of this quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
We are a start-up stage corporation and have not started operations or generated or realized any revenues from our business operations.
Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we complete the development of our website, locate companies in need of our services, and sell our services. We believe the technical aspects of our website will be sufficiently developed to use for our operations within the next 90 days.
On October 9, 2008, the Company issued a split-up in the form of a dividend on the basis of 6 additional shares of common stock for each 1 share of common stock outstanding. All references in these financial statements and notes to financial statements of common shares to number of shares, price per common share and weighted average number of common shares outstanding prior to the 7:1 split-up in the form of dividend (“split-up”) declared on October 9, 2008 have been adjusted to reflect the split-up on a retroactive basis unless otherwise noted.
On June 18, 2008, we completed our public offering by selling 3,665,200 (post split-up in the form of a dividend) shares of our common stock and raised $104,720. If we are unable to attract users of our services, or if we are unable to attract enough clients to utilize our services, we may quickly use up the proceeds from our public offering and will need to find alternative sources of financing, such as a second public offering, a private placement of securities or loans from our officers or others in order for us to maintain our operations. At the present time, we have not made any arrangements to raise additional cash.
If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. The money we raised from our public offering is estimated to not last one year.
Plan of Operation
We believe we can satisfy our cash requirements during the next 12 months. We will not be conducting any product research or development. We do not expect to purchase any significant equipment. Further we do not expect significant changes in the number of employees.
Our specific goal is to profitably sell our advisory services. We intend to accomplish the foregoing through the following milestones:
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| 1. | During the past ninety days, we have not yet acquired the equipment we need to begin operations. In the next ninety days, we are planning to purchase a desktop computer set. The cost of the equipment will be approximately $10,000. We intend to hire a part-time employee.Our sole officer and director will handle our administrative duties. A detailed breakdown of the cost of operating our office is set forth in the Use of Proceeds section of our prospectus. |
| 2. | After we acquire the equipment we need, we intend to contact companies through our website and by personal contact through Hsi Chun Chiang, one of our officers and directors. We intend to hire an outside web designer to begin development of the website. As additional relationships are created, we intend to create a database of clients who we intend to interest in new programs. This promotion will be ongoing through the life of our operations. |
| 3. | During the next sixty days, we are promoting our services through personal connections, website, referral and business friends in the Great China area. We are also looking for profitable projects in Asia to partner with. We intend to promote our services to corporations to become users of our advisory services. Initially we will aggressively court contacts provided by our president, Hsi Chun Chiang. We believe that it will cost a minimum of $15,000 for our marketing campaign. Marketing is an ongoing matter that will continue during the life of our operations. |
| 4. | Within 90 days from the initial launch of our marketing program, we believe that we will begin generating fees from our advisory services. Marketing materials are still in the development process. |
In summary, we should implement our business plan and expect to be engaging clientele within 90days. We estimate that we will generate revenue 120 to 180 days after beginning operations.
Until our website is fully operational, we do not believe that clients will use our advisory services. We believe, however, that once our website is operational, we will be able to offer advisory services to potential clients. In this regard, we expect that clients will be able to download some of our literature and advice from our website, for a fee, and we will be able to provide real time interactive consultations.
If we are unable to negotiate suitable terms with service providers to enable us to represent their companies, or if we are unable to attract clients to use our advisory services, we may have to suspend or cease operations.
Limited operating history; need for additional capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
To become profitable and competitive, we have to engage clients and generate revenues from the sale of our advisory services. We are seeking equity financing to provide for the capital required to implement our operations.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
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Results of operations
From Inception on February 5, 2008 to November 30, 2008
Since inception, we incorporated the Company, hired the attorney, and hired the auditor for the preparation of the Company’s registration statement. We have prepared an internal business plan. We have reserved the domain name “www.futureccenvironment.com”. Our loss since inception is ($159,797), all of which is for the general and administrative expenses. We have just initiated our proposed business operations.
Since inception, we sold 35,000,000 (post split-up in the form of a dividend) shares of common stock to a shareholder in consideration of $50. As of June 18, 2008, we completed our public offering and raised $104,720. As of the date of this report, we have spent all of the proceeds from our public offering, $104,720. We spent $85,000 for the set up fees, administration expenses and director fees, since inception to Hsi Chun Chiang, the related party; $15,000 prepaid auditing fees to De Joya Griffith & Company, LLC; and $4,720, service fees paid to the Stock Transfer Company, lawyer, accounting, office rent and telephone bill.
Liquidity and capital resources
As of the date of this report, we have yet to generate any revenues from our business operations.
On February 8, 2008, we issued 35,000,000 restricted shares of common stock to Chi Ching Chiang in consideration of $50. The foregoing was accounted for as a sale of common stock.
On June 18, 2008, we completed our public offering and sold 3,665,200 shares of common stock and raised $104,720. The foregoing was accounted for as a sale of common stock.
As of November 30, 2008, our total assets were $15,680 and our total liabilities were $70,707.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this r eport pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were effective as of the end of the period covered by this report.
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Changes in Internal Controls
We have also evaluated our internal controls for financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.
PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
On April 24, 2008, our Form S-1 registration statement (SEC file no. 333-150110) was declared effective by the SEC. Pursuant to the S-1, we offered 500,000 shares minimum, 1,000,000 shares maximum at an offering price of $0.20 per share in a direct public offering, without any involvement of underwriters or broker-dealers. As of June 18, 2008, we have sold 523,600 shares of common stock and raised $104,720. As of the date of this report, we have spent all of the proceeds from our public offering, $104,720. We spent $85,000 for the set up fees, administration expenses and director fees, since inception to Hsi Chun Chiang, the related party; $15,000 prepaid auditing fees to De Joya Griffith & Company, LLC; and $4,720, service fees paid to the Stock Transfer Company, lawyer, accounting, office rent and telephone bill. The foregoing does not reflect our 7 for 1 stock dividend.
ITEM 6. EXHIBITS.
The following documents are included herein:
| Exhibit No. | Document Description |
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant |
| Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant Section |
| 906 of the Sarbanes-Oxley Act of 2002. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 13thday of January, 2009.
FUTURE CANADA CHINA ENVIRONMENT INC.
BY: HSI CHUN CHIANG
Hsi Chun Chiang, President, Principal Executive
Officer, Secretary, Treasurer, Principal Financial
Officer, Principal Accounting Officer and sole
member of the Board of Directors.
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EXHIBIT INDEX
| Exhibit No. | Document Description |
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant |
| Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant Section |
| 906 of the Sarbanes-Oxley Act of 2002. | |
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