UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2012
Commission File Number: 333-152837
BOOKMERGE TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
NEVADA |
| 36-4627722 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
BookMerge Technology, Inc.
1560 N. Maple Street
Corona, CA 92880
(951) 734-5344
(Address of principal executive offices, including zip code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.001 par value per share
Title of class |
| Name of each exchange on which registered |
Common Stock. $0.001 par value per share |
| Pink Sheets |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in 405 of the Securities Act. Yes . No X.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes X. No .
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X. No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | . | Accelerated filer | . |
Non-accelerated filer | .(Do not check if a smaller reporting company) | Smaller reporting company | X. |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes . No X .
The aggregate market value of the registrant’s $0.001 par value common equity held by non-affiliates of the registrant was $1,325,859; this is based upon the last trade of the common stock at $0.35 on October 18, 2010. The Registrant had outstanding 80,090,500 shares of Common Stock.
As of October 15, 2012 there were 125,438,500 common shares par value $0.001 issued and outstanding.
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INDEX
BOOKMERGE TECHNOLOGY INC.
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PART I |
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ITEM 1 | BUSINESS | 3 |
ITEM 1A | RISK FACTORS | 6 |
ITEM 1B | UNRESOLVED STAFF COMMENTS | 9 |
ITEM 2 | PROPERTIES | 10 |
ITEM 3 | LEGAL PROCEEDINGS | 10 |
ITEM 4 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | 10 |
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PART II |
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ITEM 5 | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 10 |
ITEM 6 | SELECTED FINANCIAL DATA | 10 |
ITEM 7 | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 11 |
ITEM 7A | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 13 |
ITEM 8 | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | F-1 |
ITEM 9 | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 14 |
ITEM 9A(T) | CONTROLS AND PROCEDURES | 14 |
ITEM 9B | OTHER INFORMATION | 15 |
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PART III |
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ITEM 10 | DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 15 |
ITEM 11 | EXECUTIVE COMPENSATION | 17 |
ITEM 12 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 17 |
ITEM 13 | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 17 |
ITEM 14 | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 19 |
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PART IV |
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ITEM 15 | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 19 |
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SIGNATURES | 20 |
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PART I.
Cautionary Note
All statements that are not historical facts are forward-looking statements, including statements about our business strategy, the effect of Generally Accepted Accounting Principles ("GAAP") pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds and all plans, objectives, expectations and intentions and the statements regarding future potential revenue, gross margins and our prospects for fiscal 2012. These statements appear in a number of places and can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "future," "intend," or "certain" or the negative of these terms or other variations or comparable terminology, or by discussions of strategy.
Actual results may vary materially from those in such forward-looking statements as a result of various factors that are identified in "Item 1A.—Risk Factors" and elsewhere in this document. No assurance can be given that the risk factors described in this Annual Report on Form 10-K are all of the factors that could cause actual results to vary materially from the forward-looking statements. References in this Annual Report on Form 10-K to (i) the "Company," the "Registrant," "BOOKMERGE TECHNOLOGY, INC "we," "our," and "us" refer to BOOKMERGE TECHNOLOGY, INC.
Investors and security holders may obtain a free copy of the Annual Report on Form 10-K and other documents filed by BOOKMERGE TECHNOLOY INC. with the Securities and Exchange Commission ("SEC") at the SEC's website at http://www.sec.gov. Free copies of the Annual Report on Form 10-K and other documents filed by BOOKMERGE TECHNOLOGY INC with the SEC may also be obtained online.
ITEM 1.BUSINESS.
Description of Business
Bookmerge Technology has acquired Extreme Green Technologies, Inc.. Extreme Green Technologies, Inc. dba Extreme Biodiesel (EGT) was formed on October 19, 2007 as a Nevada corporation qualified to do business in California. EGT was formed to develop market and commercialize bulk bio-diesel fuel, personal biodiesel processors and related products.
EGT’s mission is to satisfy the biodiesel demand and eliminate US reliance on foreign oil, reduce the environmental impact of fossil fuels, avoid petroleum price volatility, create “green” jobs, reduce transportation costs for goods, and help create a self-sustaining fuel system in the USA.
EGT currently has an existing fully licensed and permitted bio-diesel production facility in Corona, CA capable of producing up to 4,000 gallons per day of bio-diesel fuel from virgin and waste vegetable oil. The current plant is expandable to 20,000 gallons per day as demand dictates. It currently markets five different “Extreme Extractor” personal bio-diesel processors through its website (www.ExtremeBiodiesel.com),Diesel WorldMagazine, trade shows and periodic television shows (such “Extreme 4x4”). EGT is very active in research and development of alternative raw material supplies for creating EPA accepted alternative fuel for most all diesel engines.
Our common stock is quoted on the Over-the-Counter Bulletin Board (“OTCBB”) under the ticker symbol (BRKM) “BOOKMERGE TECHNOLOGIES INC.”. As of the date of this report there has been minimal trading of our common stock. The Company cannot provide any guarantee or assurance a liquid market will ever develop for the common stock in the future. If such a market is not developed shareholders would not be able to sell their shares.
Narrative Description of the Business
Extreme Green Technologies, Inc. operation is to develop, market and commercialize bulk bio-diesel fuel, home bio-diesel processors and increase capacity of the related waste vegetable oil and brown grease inceptor/grease trap cleaning and collection areas of EGT. EGT's mission is to create awareness and provide a cost-effective, high-quality alternative diesel fuel, create "green" jobs, reduce the environmental impact of fossil fuels and diminish US reliance on foreign oil.
Bookmerge plans to secure sufficient capital to fund the operation of Extreme Biodiesel. Bookmerge plans to raise additional capital up to $2,000,000 by offering 144 restricted stock for sale to qualified investors. These restricted shares may be offered at a discount up to 50% of the free-trading share price based on a preceding 10-day average. Equity Lines of Credit secured by restricted shares may also be considered but there are no Equity LOC currently being considered. EGT will remain a subsidiary of Bookmerge.
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Extreme Green Technologies, Inc. dba Extreme Biodiesel (EGT) was formed on October 19, 2007 as a Nevada corporation qualified to do business in California. EGT was formed to develop market and commercialize bulk bio-diesel fuel, personal biodiesel processors and related products.
EGT’s mission is to satisfy the biodiesel demand and eliminate US reliance on foreign oil, reduce the environmental impact of fossil fuels, avoid petroleum price volatility, create “green” jobs, reduce transportation costs for goods, and help create a self-sustaining fuel system in the USA.
EGT leased its current facility on February 15, 2008. The current facility was designed, built, licensed and permitted in Corona, CA. Operation of the refinery began December, 2009. The current refinery is currently in operating and producing 6,000 gallons of toll processed waste vegetable oil per week, as set forth above. Upon completion of the toll processing obligation April 30, 2011, the refinery will return to processing waste vegetable oil into biodiesel, The refinery is now capable of producing up to 4,000 gallons of biodiesel per day. Acquisition of additional waste vegetable oil feed stock is currently being researched and negotiated at lower price to reach full capacity. As demand for biodiesel grows, the plant is expandable to 20,000 gallons per day of bio-diesel fuel from virgin and waste vegetable oil. EGT has completed IRS Fuel Tax registration requirements for fuel tax credits and rebates, obtained the difficult State of California Developmental Fuel Variance License, State of California Board of Equalization excise tax registration, State of California Department of Food and Agriculture Rendering and Transportation licenses along with city permitting and licensing for the large refinery and home processor sales. Final EPA RFS II registration for ASTM Certification is pending. The company currently employs five employees and two independent contractors.
EGT currently has an existing fully licensed and permitted bio-diesel production facility in Corona, CA capable of producing up to 4,000 gallons and is plant is expandable to 20,000 gallons per day of bio-diesel fuel from virgin and waste vegetable oil. EGT has completed IRS Fuel Tax registration requirements for fuel tax credits and rebates, obtained the difficult State of California Developmental Fuel Variance License, State of California Board of Equalization excise tax registration, State of California Department of Food and Agriculture Rendering and Transportation licenses along with city permitting and licensing for the large refinery and home processor sales. Final EPA RFS II registration for ASTM Certification is pending. The company currently employs five employees and two independent contractors.
The principal products and services of the company current business consists of production of biodiesel fuel, toll processing of waste vegetable oil for another refinery, manufacture of biodiesel personal processors, and grease trap service. Since Bookmerge Technology acquired Extreme Green November 29, 2010, the company has produced and sold 4,296 gallons of biodiesel in California to it State approved Co-operative, including off-road contractors, trucking companies and individuals. Based on recent increases in the price of waste vegetable oil, the company has temporarily turned its efforts to toll processing of waste vegetable oil for an out of the area biodiesel producer. Extreme is one of the few biodiesel companies capable of taking previously unusable waste vegetable oil and reducing the Free Fatty Acid (FFA”) and Moisture, Insoluable and Unsaponfiable (“MIU”) to levels that allow the oil to be turned into biodiesel fuel. The company has toll processed 13,332 gallons of waste vegetable oil with commitments for another 42,000 through April 30, 2011. Personal processor sales have consisted of a total five units sold at total retail price of $36,595, with an average price of $7,273.75, to businesses and individuals in Texas, Montana and California. The recently started grease trap service has had three sales for an average cost of $255 with the collection of 200 gallons of waste vegetable oil with the grease trap service.
The corporate structure for Bookmerge Technology shall not change with the Bookmerge acquisition of 100% of Extreme Green Technologies, Inc.
Products/Profit Centers
Here are the products and profit centers for EGT:
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Biodiesel fuel – Capable of producing 700,000 - 7,000,000 gallons of biodiesel per year at diesel #2 market price for virtually any diesel engine without modification.
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Home Processors – Four models of the “Extreme Extractor” that makes 40 - 600 gallons of biodiesel fuel per day at a cost of $1.00 per gallon. It currently markets five different “Extreme Extractor” personal bio-diesel processors through its website ( www.ExtremeBiodiesel.com ), Diesel World Magazine , trade shows and periodic television shows (such “Extreme 4x4”).The new “Extreme Green Machine” travel version to be introduced Summer 2011. Over 300 units have been sold.
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Glycerin – The only waste product from production of biodiesel sold for approximately 35 cents/gallon without treatment. Higher prices for treated glycerin.
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Grease Trap/Waste Vegetable Oil Collection – EGT has recently acquired two vehicles: a 5-Ton Kenwwoth Diesel Industrial Vaccuum Pump Truck with a 2100 gallon tank capacity for the purpose of cleaning rsturant and food manufacturer grease trap for an average $300 fee and additional collection of waste vegetable oil from those locations at a 50% less cost than purchasing waste vegetable oil on the market to reduce the cost of purchase of raw materials and dependence on market pricing. The company also purchased a Cumming 350, dual rear axle, Peterbilt Semi tractor to haul up to 50,000 pounds of waste vegetable oil and/or biodiesel fuel, as well as box trailers for unit deliveries, in order to reduce the cost of transportation and provide better service in having a large transportation vehicle available at all times.
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IRS Credit/Rebate– IRS Registration completed and pending EPA certification for the $1.00 tax credit/rebate (which may include a 24.4 cent tax credit [eliminating tax liability] and 75.6 cent rebate [cash back]) for every gallon of biodiesel produced. The tax credit/rebate that expired in 2009 was re-instated to retroactively apply to 2010 and extended to year end 2011.
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EPA RIN– EPA Renewable Identification Number (RIN) provides a saleable 1.5 RIN “credit” for every gallon of biodiesel produced. A RIN is worth 43 cents (12/17/10). so each gallon of biodiesel is worth another 30 cents. EGT is currently completing the EPA Renewable Fuel Standard II requirements for RINS.
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Accessories – Numerous products to support home processor customers and provide additional sales. Raw vegetable oil barrel exchange program forthcoming.
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BTU Boost – Adds 10% more power and 2-3 MPG on average to biodiesel. Testing in progress and introduction expected Summer 2012.
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Cold Weather Enhancer – Prevents clouding in cold-weather climates to -36 degrees. Testing in progress and introduction expected Summer 2012.
Bulk Biodiesel
The principal product produced and/or blended by EGT is biodiesel fuel. Biodiesel is diesel fuel made from plant and vegetable oils that can be used in most any diesel engine without modification, such
Biodiesel is the name of a clean burning alternative fuel, produced from domestic, renewable resources such as plant and vegetable oil. Biodiesel contains no petroleum, but it can be blended at any level with petroleum diesel to create a biodiesel blend. It can be used in most any compression-ignition (diesel) engine as trucks, passenger vehicles, trains, boats, bull dozers, graders and other on and off-road equipment with no modifications. Biodiesel is simple to use, biodegradable, nontoxic, and essentially free of sulfur and aromatics.
Our vision is to have at least 12 Refineries dotted throughout the California Transportation Corridor pumping out 240,000 gallons of biodiesel fuel a day. This huge volume will work in conjunction with local petroleum diesel refineries and distributors such as Exxon, BP (Arco), Chevron and independent fuel producers like Dewitt, Valero, SpeedyMart and Alliance to blend with petroleum diesel in the existing infrastructure for all diesel fueling stations for trucking companies, municipal vehicles, trains, boats, graders, agricultural equipment, generators and every type of diesel motor in existence.
We can see plants in Long Beach, San Pedro, Torrance, Huntington Beach and San Diego to service the local refineries and fuel distributors for the harbors, military, port authority, independent and fleet truckers, and trains, transporting the tens of millions of goods that enter the US and are distributed to each city and town throughout the western United States each year. We also see plants in the City of Commerce, Corona, Fontana, Victorville, servicing the major transportation fleets like Federal Express, UPS, US Express and large companies like Monster and Veg Fresh that transport additional goods through the Los Angeles, Long Beach and Ontario airports. In addition, all of these local distributors service all the groceries stores, malls, chain restaurants, convenience stores and a myriad of local businesses.
We also see all of the local municipalities running on at least 20% biodiesel for all municipal vehicles, similar to what the City of San Francisco has already implemented. We see additional plants in the cities of Stanton, Los Angeles and Riverside and counties such as Shasta County to comply with mandatory emission reduction requirements imposed by the State. We also eventually see the State of California starting with a minimum requirement of 2% - 5% biodiesel in all diesel fuel in all refueling stations, like 20 other states have already implemented.
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The most recent developments affecting the business is the re-institution of the IRS $1.00 per gallon Biodiesel blend tax credit/rebate that expired on December 31, 2009. The tax credit/rebate is retroactively applied to the fiscal year 2010 and continued through the end of 2011 as part of the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010, enacted December 17, 2010.
Home Processors
Home Processors – Four models of the “Extreme Extractor” that makes 40 - 600 gallons of biodiesel fuel per day at a cost of $1.00 per gallon. It currently markets five different “Extreme Extractor” personal bio-diesel processors through its website ( www.ExtremeBiodiesel.com ), Diesel World Magazine , trade shows and periodic television shows (such “Extreme 4x4”).The new “Extreme Green Machine” travel version to be introduced Summer 2011. Over 300 units have been sold. All units are sold on terms of 50% down payment before construction and 50% payment due upon delivery. Prior to Extreme Green acquiring Extreme Biodiesel January 1, 2008, processor units sales were as follows: In 2004, 27 units were sold at an average price of $3,298; In 2005, 36 units were sold at an average price of $3,349; In 2006, 57 units sold at an average price of $3,415; In 2007, 72 units were sold at an average price of $3717. In 2008, 110 units were sold at an average price of $6,349. Due to the issues with the economy and very low diesel fuel prices, in 2009 6 units were sold at an average price of $5265, In 2010, 4 units were sold at an average price of $8699. As of March 15, 2011, 5 units have been sold at an average price of $7,273.
EGT has already sold over 300 biodiesel home processor units that make between 40 – 300 gallons a day throughout the US, Canada and South Africa. The processors may be viewed at www.ExtremeBiodiesel.com.
ITEM 1A.RISK FACTORS
Factors Affecting Future Operating Results
This Annual Report on Form 10-K contains forward-looking statements concerning our future programs, expenses, revenue, liquidity and cash needs as well as our plans and strategies. These forward-looking statements are based on current expectations and we assume no obligation to update this information, except as required by applicable laws and regulations. Numerous factors could cause actual results to differ significantly from the results described in these forward-looking statements, including the following risk factors.
The market price of biodiesel is volatile and subject to large fluctuations, which may cause our profitability or losses to fluctuate significantly.
The market price of biodiesel is volatile and subject to large fluctuations. The market price of biodiesel is dependent upon many factors, including the supply of biodiesel and the price of gasoline, which is in turn dependent upon the price of petroleum which is highly volatile and difficult to forecast. Fluctuations in the market price of biodiesel may cause our profitability or losses to fluctuate significantly.
Disruptions in biodiesel production infrastructure may adversely affect our business, results of operations and financial condition.
Our business depends on the continuing availability of rail, road, port, storage and distribution infrastructure. In particular, due to limited storage capacity at the Extreme Green and other considerations related to production efficiencies, the Extreme Green depend on just-in-time delivery of corn. The production of biodiesel also requires a significant and uninterrupted supply of other raw materials and energy, primarily water, electricity and natural gas. The prices of electricity and natural gas have fluctuated significantly in the past and may fluctuate significantly in the future. Local water, electricity and gas utilities may not be able to reliably supply the water, electricity and natural gas that the Extreme Green will need or may not be able to supply those resources on acceptable terms. Any disruptions in the biodiesel production infrastructure, whether caused by labor difficulties, earthquakes, storms, other natural disasters or human error or malfeasance or other reasons, could prevent timely deliveries of corn or other raw materials and energy and may require the Extreme Green to halt production which could have a material adverse effect on our business, results of operations and financial condition.
Our Auditor has issued a going concern opinion.
Our auditor has issued a going concern opinion meaning the company is not generating adequate revenue to continue operations without additional financing. Should such financing not be present, operations may cease.
Our Officers and Directors have voting control of the corporation.
Our Officers and Directors have voting control of 48.82% of the shares of the company. As such minority shareholders will be unable to change management of the corporation.
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We and the Extreme Green may engage in hedging transactions and other risk mitigation strategies that could harm our results of operations.
In an attempt to partially offset the effects of volatility of biodiesel prices and vegetable oil and natural gas costs, the Extreme Green may enter into contracts to fix the price of a portion of their biodiesel production or purchase a portion of their vegetable oil or natural gas requirements on a forward basis. In addition, we may engage in other hedging transactions involving exchange-traded futures contracts for vegetable oil, natural gas and unleaded gasoline from time to time. The financial statement impact of these activities is dependent upon, among other things, the prices involved and our ability to sell sufficient products to use all of the vegetable oil and natural gas for which forward commitments have been made. We may also engage in hedging transactions involving interest rate swaps related to our debt financing activities, the financial statement impact of which is dependent upon, among other things, fluctuations in prevailing interest rates. Hedging arrangements also expose us to the risk of financial loss in situations where the other party to the hedging contract defaults on its contract or, in the case of exchange-traded contracts, where there is a change in the expected differential between the underlying price in the hedging agreement and the actual prices paid or received by us. As a result, our results of operations and financial position may be adversely affected by fluctuations in the price of vegetable oil, natural gas, biodiesel, unleaded gasoline and prevailing interest rates. There are no agreements in place or planned to acquire or hedge raw materials other than purchasing oil in the commodities market as needed in additional to ongoing waste vegetable oil collections efforts.
Operational difficulties at the Extreme Green could negatively impact sales volumes and could cause us to incur substantial losses.
Operations at the Extreme Green are subject to labor disruptions, unscheduled downtimes and other operational hazards inherent in the biodiesel production industry, including equipment failures, fires, explosions, abnormal pressures, blowouts, pipeline ruptures, transportation accidents and natural disasters. Some of these operational hazards may cause personal injury or loss of life, severe damage to or destruction of property and equipment or environmental damage, and may result in suspension of operations and the imposition of civil or criminal penalties. Insurance obtained by the Extreme Green may not be adequate to fully cover the potential operational hazards described above or the Extreme Green may not be able to renew this insurance on commercially reasonable terms or at all.
Moreover, the production facilities at the Extreme Green may not operate as planned or expected. All of these facilities are designed to operate at or above a specified production capacity. The operation of these facilities is and will be, however, subject to various uncertainties. As a result, these facilities may not produce biodiesel and its co-products at expected levels. In the event any of these facilities do not run at their expected capacity levels, our business, results of operations and financial condition may be materially and adversely affected.
The biodiesel production and marketing industry is extremely competitive. Many of the significant competitors of the Extreme Green have greater production and financial resources than Extreme does and one or more of these competitors could use their greater resources to gain market share at the expense of Extreme.
The biodiesel production and marketing industry is extremely competitive. Many of Extreme’s and our significant competitors in the biodiesel production and marketing industry, including Cargill, ADM, Valero, Imperial Western Products and Green Plains Renewable Energy, among others emerging and/or re-emerging into the market have substantially greater production and/or financial resources than we do. As a result, our competitors may be able to compete more aggressively and sustain that competition over a longer period of time than Extreme or we could. Successful competition will require a continued high level of investment in marketing and customer service and support. Extreme’s and our limited resources relative to many significant competitors may cause Extreme to fail to anticipate or respond adequately to new developments and other competitive pressures. This failure could reduce Extreme’s and our competitiveness and cause a decline in market share, sales and profitability. Even if sufficient funds are available, we and Extreme may not be able to make the modifications and improvements necessary to compete successfully.
We and Extreme also face increasing competition from international suppliers. Currently, international suppliers produce biodiesel primarily from sugar cane and have cost structures that are generally substantially lower than the cost structures of the Extreme Green. Any increase in domestic or foreign competition could cause the Extreme Green to reduce their prices and take other steps to compete effectively, which could adversely affect their and our results of operations and financial condition.
In addition, some of Extreme’s and our suppliers are potential competitors and, especially if the price of biodiesel reaches historically high levels, they may seek to capture additional profits by circumventing our marketing services in favor of selling directly to our customers. If one or more of our major suppliers, or numerous smaller suppliers, circumvent our marketing services, our sales and profitability may decline.
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The high concentration of our sales within the biodiesel marketing and production industry could result in a significant reduction in sales and negatively affect our profitability if demand for biodiesel declines.
We expect to be completely focused on the marketing and production of biodiesel and its co-products for the foreseeable future. We may be unable to shift our business focus away from the marketing and production of biodiesel to other renewable fuels or competing products. Accordingly, an industry shift away from biodiesel or the emergence of new competing products may reduce the demand for biodiesel. A downturn in the demand for biodiesel would likely materially and adversely affect our sales and profitability.
The volatility in the financial and commodities markets and sustained weakening of the economy could further significantly impact our business and financial condition and may limit our ability to raise additional capital.
As widely reported, financial markets in the United States and the rest of the world have experienced extreme disruption, including, among other things, extreme volatility in securities and commodities prices, as well as severely diminished liquidity and credit availability. As a result, we believe that our ability to access capital markets and raise funds required for our operations is severely restricted at a time when we need to do so, which continues to have a material adverse effect on our ability to meet our current and future funding requirements and on our ability to react to changing economic and business conditions. Significant declines in the price of crude oil have resulted in reduced demand for our products. We are not able to predict the duration or severity of any current or future disruption in financial markets, fluctuations in the price of crude oil or other adverse economic conditions in the United States. However, if economic conditions worsen, it is likely that these factors would have a further adverse effect on our results of operations and future prospects and may limit our ability to raise additional capital.
In addition to the biodiesel produced by the Extreme Green, we also depend on a small number of third-party suppliers for a significant portion of the total amount of biodiesel that we sell. If any of these suppliers does not continue to supply us with biodiesel in adequate amounts, we may be unable to satisfy the demands of our customers and our sales, profitability and relationships with our customers will be adversely affected.
In addition to the biodiesel produced by the Extreme Green, we also depend on a small number of third-party suppliers for a significant portion of the biodiesel that we sell. We expect to continue to depend for the foreseeable future upon a small number of third-party suppliers for a significant portion of the total amount of the biodiesel that we sell. Our third-party suppliers are primarily located in the local Southern California market and Midwestern United States. The delivery of biodiesel from these suppliers is therefore subject to delays resulting from inclement weather and other conditions. If any of these suppliers is unable or declines for any reason to continue to supply us with biodiesel in adequate amounts, we may be unable to replace that supplier and source other supplies of biodiesel in a timely manner, or at all, to satisfy the demands of our customers. If this occurs, our sales, profitability and our relationships with our customers will be adversely affected.
We and Extreme may be adversely affected by environmental, health and safety laws, regulations and liabilities.
We and Extreme are subject to various federal, state and local environmental laws and regulations, including those relating to the discharge of materials into the air, water and ground, the generation, storage, handling, use, transportation and disposal of hazardous materials, and the health and safety of our employees and the employees of the Extreme Green. In addition, some of these laws and regulations require the Extreme Green to operate under permits that are subject to renewal or modification. These laws, regulations and permits can often require expensive pollution control equipment or operational changes to limit actual or potential impacts to the environment. A violation of these laws and regulations or permit conditions can result in substantial fines, natural resource damages, criminal sanctions, permit revocations and/or facility shutdowns. In addition, we have made, and expect to make, significant capital expenditures on an ongoing basis to comply with increasingly stringent environmental laws, regulations and permits.
We and Extreme may be liable for the investigation and cleanup of environmental contamination at each of the properties that Extreme owns or that we operate and at off-site locations where we arrange for the disposal of hazardous substances. If these substances have been or are disposed of or released at sites that undergo investigation and/or remediation by regulatory agencies, we may be responsible under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, or other environmental laws for all or part of the costs of investigation and/or remediation, and for damages to natural resources. We may also be subject to related claims by private parties alleging property damage and personal injury due to exposure to hazardous or other materials at or from those properties. Some of these matters may require us to expend significant amounts for investigation, cleanup or other costs.
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In addition, new laws, new interpretations of existing laws, increased governmental enforcement of environmental laws or other developments could require us to make significant additional expenditures. Continued government and public emphasis on environmental issues can be expected to result in increased future investments for environmental controls at the Extreme Green. Present and future environmental laws and regulations (and interpretations thereof) applicable to Extreme’s and our operations, more vigorous enforcement policies and discovery of currently unknown conditions may require substantial expenditures that could have a material adverse effect on our results of operations and financial condition.
The hazards and risks associated with producing and transporting our products (including fires, natural disasters, explosions and abnormal pressures and blowouts) may also result in personal injury claims or damage to property and third parties. As protection against operating hazards, we maintain insurance coverage against some, but not all, potential losses. However, we could sustain losses for uninsurable or uninsured risks, or in amounts in excess of existing insurance coverage. Events that result in significant personal injury or damage to our property or third parties or other losses that are not fully covered by insurance could have a material adverse effect on our results of operations and financial condition.
If we are unable to attract and retain key personnel, our ability to operate effectively may be impaired.
Our ability to operate our business and implement strategies depends, in part, on the efforts of our executive officers and other key employees. Our future success will depend on, among other factors, our ability to attract and retain our current key personnel and qualified future key personnel, particularly executive management. Failure to attract or retain qualified key personnel could have a material adverse effect on our business and results of operations.
We depend on a small number of customers for the majority of our sales. A reduction in business from any of these customers could cause a significant decline in our overall sales and profitability.
The majority of our sales are generated from a small number of customers. During each of 2009 and 2008, sales to our two largest customers, each of whom accounted for 10% or more of total net sales, represented an aggregate of approximately 32% of our total net sales for those years. We expect that we will continue to depend for the foreseeable future upon a small number of customers for a significant portion of our sales. Our agreements with these customers generally do not require them to purchase any specified amount of biodiesel or dollar amount of sales or to make any purchases whatsoever. Therefore, in any future period, our sales generated from these customers, individually or in the aggregate, may not equal or exceed historical levels. If sales to any of these customers cease or decline, we may be unable to replace these sales with sales to either existing or new customers in a timely manner, or at all. A cessation or reduction of sales to one or more of these customers could cause a significant decline in our overall sales and profitability.
Our lack of long-term biodiesel orders and commitments by our customers could lead to a rapid decline in our sales and profitability.
We cannot rely on long-term biodiesel orders or commitments by our customers for protection from the negative financial effects of a decline in the demand for biodiesel or a decline in the demand for our marketing services. The limited certainty of biodiesel orders can make it difficult for us to forecast our sales and allocate our resources in a manner consistent with our actual sales. Moreover, our expense levels are based in part on our expectations of future sales and, if our expectations regarding future sales are inaccurate, we may be unable to reduce costs in a timely manner to adjust for sales shortfalls. Furthermore, because we depend on a small number of customers for a significant portion of our sales, the magnitude of the ramifications of these risks is greater than if our sales were less concentrated. As a result of our lack of long-term biodiesel orders and commitments, we may experience a rapid decline in our sales and profitability.
We will incur ongoing costs and expenses for SEC reporting and compliance, without revenue we may not be able to remain in compliance.
The company intends to remain a fully reporting company and to be eligible for quotation on the OTCBB. To be eligible to remain on the OTCBB, issuers must remain current in their filings with the SEC. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all.
ITEM 1B.UNRESOLVED STAFF COMMENTS
None.
9
ITEM 2.PROPERTIES.
EGT currently has an existing fully licensed and permitted bio-diesel production facility in Corona, CA capable of producing up to 4,000 gallons and is plant is expandable to 20,000 gallons per day of bio-diesel fuel from virgin and waste vegetable oil. EGT has completed IRS Fuel Tax registration requirements for fuel tax credits and rebates, obtained the difficult State of California Developmental Fuel Variance License, State of California Board of Equalization excise tax registration, State of California Department of Food and Agriculture Rendering and Transportation licenses along with city permitting and licensing for the large refinery and home processor sales. Final EPA RFS II registration for ASTM Certification is pending. The company currently employs five employees and two independent contractors.
ITEM 3. LEGAL PROCEEDINGS.
BookMerge Technology, Inc. is not currently a party to any legal proceedings.
ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
The Company began trading on May 17, 2010.
|
| High |
| Low |
Quarter ended June 2010 |
| 0.51 |
| 0.11 |
Quarter ended Sept. 30, 2010 |
| 0.26 |
| 0.05 |
Quarter ended Dec. 31, 2010 |
| 0.50 |
| 0.03 |
Quarter ended March 31, 2011 |
| 0.18 |
| 0.08 |
Quarter ended June 30, 2011 |
| 0.22 |
| 0.06 |
Quarter ended Sept. 30, 2011 |
| 0.11 |
| 0.01 |
Quarter ended Dec. 31, 2011 |
| 0.04 |
| 0.01 |
Quarter ended March 31, 2012 |
| 0.03 |
| 0.00 |
Quarter ended June 30, 2012 |
| 0.01 |
| 0.00 |
The Company had approximately 112 shareholders of record as of October 1, 2012. The Company trades on the Pink sheets. The Company has never declared any dividends and has no intention to do so in the future. The Company has no authorized stock issuance or equity compensation plans.
There have been no transactions with related persons, other than the share acquisitions as described below, during the last fiscal year.
ITEM 6.SELECTED FINANCIAL DATA.
Summary of Financial Data
|
| As of June 30, 2012 |
| |
|
|
|
| |
Revenues |
| $ | 105,342 |
|
|
|
|
|
|
Operating Expenses |
| $ | 379,080 |
|
|
|
|
|
|
Earnings (Loss) |
| $ | (310,753) |
|
|
|
|
|
|
Total Assets |
| $ | 674,149 |
|
|
|
|
|
|
Liabilities |
| $ | 560,906 |
|
|
|
|
|
|
Shareholders’ Equity |
| $ | (113,243) |
|
10
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion is intended to assist in the understanding and assessment of significant changes and trends related to the results of operations and financial condition of BookMerge Technology, Inc. This discussion and analysis should be read in conjunction with our financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K for the fiscal year ended June 30, 2011.
Critical Accounting Policies
The preparation of our consolidated financial statements and notes thereto requires management to make estimates and assumptions that affect the amounts and disclosures reported within those financial statements. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, contingencies, litigation and income taxes. Management bases its estimates and judgments on historical experiences and on various other factors believed to be reasonable under the circumstances. Actual results under circumstances and conditions different than those assumed could result in differences from the estimated amounts in the financial statements. There have been no material changes to these policies during fiscal 2011. As of June 30, 2011 the Company has not identified any critical estimates that are used in the preparation of the financial statements.
Results of Operations
The Company has earned minimal revenue to date, and the Company anticipates that it will continue to incur net losses for the foreseeable future. The Company incurred a net loss of $310,753 for the year ended June 30, 2012, as compared to a net loss of $498,071 for 2011.
The Market
Biodiesel fuel is an important commodity in the world marketplace because:
·
Petroleum fuel price volatility
·
Biodiesel substantially reduces global warming
·
Americans abhor reliance on foreign oil
·
3rd world countries becoming modernized
·
Fossil fuels are already in short supply
·
Most goods are transported by diesel vehicles
·
Biodiesel works in the current diesel infrastructure
·
Biodiesel is on the forefront of technology
·
The biodiesel industry has grown almost 1000% in 8 years *
* Source: National Biodiesel Board (www.biodiesel.org)
The market for biodiesel fuel and fuel related products has increased in the past seven years in part due to the dramatic rise in crude oil and diesel pump prices, US foreign oil dependence, need to create jobs in the US and the environmental impact of fossil fuels. While petroleum diesel prices are anticipated to continue its long term trend of dramatic increases with the industrialization of China, India and emerging South American countries, the demand for alternative fuel is also expected to grow exponentially. An example of the growth potential is illustrated by the past demand and production of biodiesel, as estimated by the National Biodiesel Board (biodiesel.orghttp://www.biodiesel.org/):
2001 | 2002 | 2003 | 2004 | 2005 | 2006 | 2007 | 2008 |
5,000,000Gallons | 15,000,000 Gallons | 20,000,000 Gallons | 25,000,000 Gallons | 75,000,000 Gallons | 250,000,000 Gallons | 450,000,000 Gallons | 750,000,000 Gallons |
This historical growth is before the implementation of state laws for mandatory use of biodiesel. At least 12 states currently mandate a minimum of 2% biodiesel blended into the existing petroleum diesel infrastructure. Thirty-seven (37) other states have pending legislation that require biodiesel mixed in petroleum at 2 -5%, with increased percentages being required over time. Additional mandates for the production and use of biodiesel will grow over time. For instance, in California, in 2006 Governor Schwarzenegger issued an executive order establishing a target for California to produce and use a minimum of 20% alternative fuels by 2010, 40 percent by 2020 and 75% by 2050. The California Air Resources Board is currently finalizing standards for the state.
11
Currently, the City of San Francisco requires municipal vehicles to use at least 20% biodiesel and higher percentage blends as biodiesel becomes more available. The trend is expected to continue with larger metropolitan markets and filter to the outlying areas. The US Dept. of Energy publishes a good overview of the biodiesel laws and incentives for each state at www.afdc.energy.gov/afdc/fuels/biodiesel_laws.html.
Local Market
Specific to the EGT’s market, California has limited resources for mass transit and movement of goods for the 5th largest economy in the world with a population exceeding 36,553,000 (Wikipedia 2007 est.) and is estimated to be 50,000,000 by 2025. Southern California is also the hub of the western United States shipment of goods by ship, train and truck. The majority of these vehicles are diesel powered. With ports in San Diego, Long Beach, San Pedro and Los Angeles shipping products eastward on a 24-hour basis (7,000,000 annual deliveries from Long Beach alone), the demand for biodiesel is expected to grow dramatically.
Recently, the City of Los Angeles implemented the pending state-wide program requiring commercial diesel trucks to reduce their particulate emissions by 30%. The original plan was to require “particulate traps” be placed on the vehicles at an initial cost of $15,000 and bi-monthly maintenance of $1,500. EGT has completed testing with the Los Angeles County testing facility for the diesel truck particulate traps, where it was found that biodiesel reduces particulate emissions 56% (100% biodiesel) and 47% with a 50/50 blend with petroleum diesel. The City is currently considering a variance to the municipal code to allow those trucks that use certified fuel from certain biodiesel producers (e.g. EGT), the trucking companies may not be required to buy and maintain the particulate traps, or at minimum, reduce maintenance fees and down time to a minimum. EGT is in discussions with the head of 75 trucking companies in Los Angeles for the use of biodiesel in lieu of the particulate traps.
EGT is currently in discussions with petroleum diesel whole-sellers that blend biodiesel for retail, trucking companies, contractors (off road use). EGT will also expand the current EGT Co-op by soliciting multiple major customers through unions and trades associations in the California Transportation Corridor. EGT is also creating a relationship with a company and scheduling delivery or 3500 or 7000 gallons of biodiesel fuel on an ongoing basis to a Napa Valley affiliate to satisfy the biodiesel demand for the vineyards. EGT also recently initiated negotiations with a local FedEx distribution plant to begin trials with a few vehicles, which is expected to lead to other centers that use in excess of 1,000,000 gallons of diesel fuel per month. EGT is also in discussions with Disneyland in Anaheim, California to “toll process” Disney’s waste vegetable oil into biodiesel to be reused by the amusement park for a processing fee.
There are only two known competitors to EGT in the Southern California market. One is located approximately 200 miles away and is primarily involved in its 35 year-old cattle feed business that currently produces less than 1,000,000 gallons per year. The other is located 70 miles away and is a smaller producer from its own limited waste vegetable oil collections, but details are not readily available. Given the current demand for biodiesel and state emission standards being implemented, neither competitor is expected to be significant competitor and anticipated demand from government mandates is expected to be unfulfilled for the blended diesel fuel market, even at a minimum blend percentage.
Marketing and Sales Strategy
EGT has already retained a public relations firm to spread the word to the community regarding EGT’s progress. EGT has been featured nationwide on the television show “Extreme 4X4” on the Spike TV network. Articles have been written about our company and products in Off-Road Adventures magazine, Diesel World magazine, The Orange County Register, Sand Addition, Coast Magazine, SEMA 2008 Green Zone and The Press Enterprise (release 2/15/09). EGT was also recently (1/09, 4/09) broadcast on the Inland Empire Business News radio show on 590AM. Additional press releases were published December 2008, January 12 & 28, 2009 and picked up by Yahoo! Finance, Trading Markets, The Earth Ties, and Market Watch. EGT will continue its television, radio, newspaper and magazine marketing efforts along with the following.
EGT currently has over 400 co-operative members that can purchase the fuel including towing companies, independent truckers, concrete pumpers and individuals. Upon completion of final analysis of the excellent testing results for particulate reduction and anticipated approval of the Los Angeles Air Quality Commission for a variance to the municipal code “particulate trap” requirements, EGT will begin marketing presentations, flyers and internet advertising to all fleets, including:
·
Trucking trade organizations
·
Directly with Municipalities and Ports
·
Local shipping fleets
·
Graders, Contractors and Heavy Industrial
·
Amusement Parks, Universities and school buses
12
Research and Development
The company is currently focused on increasing capacity of its existing refinery. While capacity increases, the company will also be pursuing two new methods of conversion, one mechanical, which has already been proven, and the other chemical, which is still in testing stages. The purpose of the new technology is to increase efficiency, decrease costs, provide for the use of less expensive and more available feedstocks, and potentially convert to a renewable fuel for anticipated future governmental mandates. No funds have been expended on research and development to date and the cost over the next three years is approximately $500,000.
Liquidity and Capital Resources
As of June 30, 2012, the Company had a cash of $1,656 compared to cash of $6,110 as June 30, 2011.
For the most recent fiscal year, 2012, the Company incurred a loss in the amount of $310,753 and $498,071 for 2010. Both years’ losses are a result of organizational expenses and expenses associated with setting up a Company structure and implementing its business plan. The Company anticipates that until these procedures are completed, it may continue to operate at a loss, depending upon the performance of the business.
As a result of the foregoing and addition to the fact that sales are increasing and interest becoming more viable as we climb out of the ripple effect of the Recession the Company has limited liquidity and will require additional investment capital. We have been contacted by investment capital firms and individuals for the sale of restricted stock and/or loan to the company to purchase additional feedstock, marketing and operations. This investment capital is anticipated to be needed for the next six months to ramp up production and sales. In the event the Company is unable to acquire additional capital, the Company may cease to do business as a going concern. However, the Company is in a better position now to grow organically with the completed refinery, return of the Tax Credit Rebate and pending RINS credit from the EPA.
Off-Balance Sheet Arrangements. None
Contractual Obligations. None
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We do not currently hold any market risk sensitive instruments entered into for hedging transaction risks related to foreign currencies. In addition, we have not entered into any transactions with derivative financial instruments for tradingpurposes.
13
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
EXTREME GREEN |
|
TECHNOLOGIES INC. |
|
|
|
AUDITED |
|
FINANCIAL STATEMENTS |
|
|
|
For the year ended |
|
June 30, 2012 |
|
|
|
|
|
|
|
|
John Kinross-Kennedy, C.P.A. |
17848 Skypark Circle |
Irvine, CA 92614-6401 |
(949) 955-2522. Fax (949)724-3817 |
jkinross@zamucen.com |
|
|
|
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To: The Board of Directors and Shareholders
Extreme Green Technologies Inc.
Corona, California
I have audited the accompanying balance sheet of Extreme Green Technologies Inc. as of December 31, 2012 and 2011 and the related statements of operations, of stockholders’ equity and of cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, based on my audit, the financial statements referred to above present fairly, in all material respects, the financial position of Extreme Green Technologies Inc. as of December 31, 2012 and 2011 and the results of its operations and its cash flows for the years then ended in conformity with United States generally accepted accounting principles.
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company as at December 31, 2011 had not established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. These factors raise substantial doubt concerning the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent on the successful stimulation of sales in order to fund operating losses and become profitable. If the Company is unable to make it profitable, the Company could be forced to cease development of operations. Management cannot provide any assurances that the Company will be successful in its operation. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern
The Company has determined that it is not required to have, nor was I engaged to perform, an audit of the effectiveness of its documented internal controls over financial reporting.
/ s / John Kinross-Kennedy
John Kinross-Kennedy
Certified Public Accountant
Irvine, California
October 12, 2012
F-2
EXTREME GREEN TECHNOLOGIES INC. | ||||||
CONSOLIDATED BALANCE SHEET | ||||||
| ||||||
|
|
|
| June 30, |
| June 30, |
|
|
|
| 2012 |
| 2011 |
| ASSETS |
|
|
|
| |
Current Assets |
|
|
|
| ||
| Cash and cash equivalents | $ | 1,656 | $ | 6,110 | |
| Accounts Receivable |
| 745 |
| 19,194 | |
| Inventory |
| 23,299 |
| 25,757 | |
|
| Total Current Assets |
| 25,700 |
| 51,061 |
|
|
|
|
|
|
|
Property plant and equipment, |
|
|
|
| ||
| net of accumulated depreciation |
| 590,413 |
| 692,272 | |
|
|
|
|
|
|
|
Other Assets |
|
|
|
| ||
| Notes Receivable |
| 40,000 |
| 40,000 | |
| Deposits |
| 18,036 |
| 18,036 | |
|
| Total Other Assets |
| 58,036 |
| 58,036 |
|
|
|
|
|
|
|
| TOTAL ASSETS | $ | 674,149 | $ | 801,369 | |
|
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
| |
Current Liabilities |
|
|
|
| ||
| Accounts payable and accrued expenses | $ | 198,526 | $ | 162,759 | |
| Bank Line of Credit |
| 72,925 |
| 74,329 | |
| Deferred Rent |
| 5,455 |
| 5,455 | |
| Note Payable |
| 3,500 |
| - | |
| Rental Deposit |
| 5,000 |
| - | |
|
| Total Current Liabilities |
| 285,406 |
| 242,543 |
|
|
|
|
|
|
|
Other Liabilities |
|
|
|
| ||
| Note Payable |
| 95,000 |
| 95,000 | |
| Deferred Investments (Note 2) |
| 116,000 |
| 104,000 | |
| Shareholder Loans |
| 64,500 |
| 64,500 | |
|
| Total Other Liabilities |
| 275,500 |
| 263,500 |
|
|
|
|
|
|
|
|
| Total Liabilities |
| 560,906 |
| 506,043 |
|
|
|
|
|
|
|
Stockholders' Equity |
|
|
|
| ||
| Common Stock, $0.001 par value, authorized 100,000 shares; Issued and outstanding: 104,238,500 as at June 30, 2011 125,438,500 as at June 30, 2012 |
| 125,439 |
| 104,239 | |
| Additional paid-in capital |
| 1,969,688 |
| 1,890,888 | |
| Deficit |
| (1,981,884) |
| (1,699,801) | |
|
| Total Stockholders' Equity |
| 113,243 |
| 295,326 |
|
|
|
|
|
|
|
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 674,149 | $ | 801,369 |
F-3
EXTREME GREEN TECHNOLOGIES INC. |
CONSOLIDATED STATEMENT OF OPERATIONS |
For the year ended and three months ended June 30, 2012 and 2011 |
|
|
|
| For the three months ended |
| For the year ended | ||||
|
|
| June 30, |
| June 30, | ||||
|
|
| 2012 |
| 2011 |
| 2012 |
| 2011 |
|
|
|
|
|
|
|
|
|
|
Revenues | $ | 12,297 | $ | 70,052 | $ | 105,342 | $ | 146,057 | |
|
|
|
|
|
|
|
|
|
|
Cost of Sales exclusive of depreciation expense |
| 3,951 |
| 49,573 |
| 37,015 |
| 132,070 | |
|
|
|
|
|
|
|
|
|
|
Selling, General and Administrative Expenses |
|
|
|
|
|
|
|
| |
| Advertising and Marketing |
| - |
| 16,397 |
| 15,411 |
| 25,376 |
| Occupancy Costs |
| 18,218 |
| 56,494 |
| 67,974 |
| 138,488 |
| Depreciation |
| 25,465 |
| 25,465 |
| 101,859 |
| 101,059 |
| Salaries and wages |
| 2,001 |
| 48,351 |
| 123,874 |
| 128,661 |
| Legal and professional fees |
| 598 |
| 6,703 |
| 17,770 |
| 36,502 |
| Other selling, general and administrative |
|
|
|
|
|
|
|
|
| Expenses |
| 8,587 |
| 13,048 |
| 52,192 |
| 87,060 |
|
|
| 54,869 |
| 166,458 |
| 379,080 |
| 517,146 |
|
|
|
|
|
|
|
|
|
|
Net Income before other income and expenses |
| (46,523) |
| (145,979) |
| (310,753) |
| (503,159) | |
|
|
|
|
|
|
|
|
|
|
Other Income and expenses |
|
|
|
|
|
|
|
| |
| Other income |
| 15,000 |
| - |
| 30,595 |
| 8,003 |
| Interest expense |
| (1,925) |
| (977) |
| (1,925) |
| (2,915) |
|
|
| 13,075 |
| (977) |
| 28,670 |
| 5,088 |
|
|
|
|
|
|
|
|
|
|
Net Income, at 100% | $ | (33,448) | $ | (146,956) | $ | (282,083) | $ | (498,071) | |
|
|
|
|
|
|
|
|
|
|
Basic and dilutive earnings per share | $ | (0.00) | $ | (0.00) | $ | (0.00) | $ | (0.01) | |
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding |
| 114,238,500 |
| 103,338,500 |
| 121,177,298 |
| 89,146,000 |
F-4
EXTREME GREEN TECHNOLOGIES INC. | |||||||||
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY | |||||||||
For the period from February 28, 2008 to June 30, 2012 | |||||||||
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Additional |
|
|
|
|
| Common Stock | Paid-in |
| Accumulated |
|
| |||
| Shares |
| Amount |
| Capital |
| Deficit |
| Total |
|
|
|
|
|
|
| (Restated) |
|
|
Balances Feb. 28, 2008, (Incorporation) | - | $ | - | $ | - | $ | - | $ | - |
Common stock issued: cash | 70,000,000 |
| 70,000 |
| (67,500) |
| - |
| 2,500 |
Common stock for services | 4,130,000 |
| 4,130 |
| 3,960 |
| - |
| 8,090 |
Net. Loss for the period | - |
| - |
| - |
| (55,100) |
| (55,100) |
Balances, June 30, 2008 | 74,130,000 | $ | 74,130 | $ | (63,540) | $ | (55,100) | $ | (44,510) |
|
|
|
|
|
|
|
|
|
|
Common stock issued: cash | 5,260,500 |
| 5,261 |
| 32,314 |
| - |
| 37,575 |
Net loss for the year | - |
| - |
| - |
| (26,506) |
| (26,506) |
Balances, June 30, 2009 | 79,390,500 | $ | 79,391 | $ | (31,226) | $ | (81,606) | $ | (33,441) |
|
|
|
|
|
|
|
|
|
|
Common stock for services | 700,000 |
| 700 |
| 4,300 |
| - |
| 5,000 |
Restatement of equity per reorganization | - |
| - |
| 1,563,135 |
| (743,303) |
| 819,832 |
Net loss for the year | - |
| - |
| - |
| (376,821) |
| (376,821) |
Balances, June 30, 2010 | 80,090,500 | $ | 80,091 | $ | 1,536,209 | $ | (1,201,730) | $ | 414,570 |
|
|
|
|
|
|
|
|
|
|
Common stock issued pursuant to plan of reorganization | 16,550,000 |
| 16,550 |
| (16,550) |
| - |
| - |
Adjustments per reorganization | - |
| - |
| 220,827 |
| - |
| 220,827 |
Shares issued in exchange | 4,658,000 |
| 4,658 |
| (4,658) |
| - |
| - |
Sale of stock for cash | 1,140,000 |
| 1,140 |
| 55,860 |
| - |
| 57,000 |
Adjustments per reorganization | - |
| - |
| 11,000 |
| - |
| 11,000 |
Shares issued in exchange | 1,800,000 |
| 1,800 |
| 88,200 |
| - |
| 90,000 |
Net loss for the year | - |
| - |
| - |
| (498,071) |
| (498,071) |
|
|
|
|
|
|
|
|
|
|
Balances, June 30, 2011 | 104,238,500 | $ | 104,239 | $ | 1,890,888 | $ | (1,699,801) | $ | 295,326 |
|
|
|
|
|
|
|
|
|
|
Capital stock issued in settlement of debt | 10,000,000 |
| 10,000 |
| - |
| - |
| 10,000 |
Common stock for services | 11,200,000 |
| 11,200 |
| 78,800 |
| - |
| 90,000 |
Net loss for the year | - |
| - |
| - |
| (282,083) |
| (282,083) |
|
|
|
|
|
|
|
|
|
|
Balances, June 30, 2012 | 125,438,500 | $ | 125,439 | $ | 1,969,688 | $ | (1,981,884) | $ | 113,243 |
|
|
|
|
|
|
|
|
|
|
F-5
EXTREME GREEN TECHNOLOGIES INC. |
CONSOLIDATED STATEMENT OF CASH FLOWS |
For the year ended June 30, 2012 and 2011 |
|
|
|
|
|
| 2012 |
| 2011 |
Cash Flows from Operating Activities |
|
| |||||
| Net Income after taxes | $ | (282,083) | $ | (498,071) | ||
| Adjustments to reconcile net loss to net cash |
|
|
|
| ||
|
| used by operations: |
|
|
|
| |
|
|
| Depreciation |
| 101,859 |
| 101,059 |
|
|
| Common stock issued for services |
| 90,000 |
| - |
| Change in operating assets and liabilities: |
|
|
|
| ||
|
|
| Accounts Receivable |
| 18,449 |
| (8,011) |
|
|
| Inventory |
| 2,458 |
| 36,680 |
|
|
| Accounts Payable and accrued expenses |
| 35,767 |
| 45,529 |
|
|
| Rental Deposits |
| 5,000 |
| - |
|
|
| Callable loans |
| 3,500 |
| - |
|
|
| Current portion, long term debt |
| - |
| (6,000) |
|
|
| Credit Cards |
| - |
| (46,495) |
|
|
| Deferred Rent |
| - |
| (3,766) |
|
|
| Deferred Payroll |
| - |
| (8,000) |
|
|
| Net Cash provided by Operating Activities |
| (25,050) |
| (387,075) |
Cash Flows from Investing Activities |
|
|
|
| |||
| Purchase of Property and Equipment |
| - |
| (12,000) | ||
| Proceeds (amortization) of deferred investments |
| - |
| (10,000) | ||
|
| Net Cash (used by) Investing Activities |
| - |
| (22,000) | |
Cash Flows from Financing Activities |
|
|
|
| |||
| Bank Line of Credit |
| (1,404) |
| 24,364 | ||
| Stock sold for cash |
| - |
| 147,000 | ||
| Proceeds of loans |
| 12,000 |
| - | ||
| Contributed Capital |
| - |
| 231,827 | ||
| Repayment and reclassification of long term debt |
| 10,000 |
| (9,291) | ||
| Proceeds of stockholders' loans |
| - |
| 12,500 | ||
|
|
| Net Cash (used by) Financing Activities |
| 20,596 |
| 406,400 |
Net increase (decrease) in cash |
| (4,454) |
| (2,675) | |||
Cash and cash equivalents, beginning of period |
| 6,110 |
| 8,785 | |||
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period | $ | 1,656 | $ | 6,110 | |||
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information |
|
|
|
| |||
|
| Income taxes paid | $ | 800 | $ | 800 | |
|
| Interest paid | $ | - | $ | - | |
|
|
|
|
|
|
|
|
Supplemental disclosure of Non Cash Activities |
|
|
|
| |||
|
| Reorganization adjustments | $ | 231,827 | $ | (22,000) | |
|
| Acquisition of equipment |
| (12,000) |
| - | |
|
| Common stock issued to retire debt |
| 10,000 |
| - | |
|
| Common stock issued for services |
| 90,000 |
| - | |
|
|
|
| $ | 319,827 | $ | (22,000) |
F-6
Extreme Green Technologies Inc.
(F.K.A. Book Merge Technologies Inc.)
Notes to Financial Statements
For the year ended
June 30, 2012
1. Organization and Nature of Operations
Presentation
On October 7, 2010 the Company, as Book Merge Technology, Inc, (BMT), entered into a plan of reorganization with a private company, Extreme Green Technologies Inc. (EGT). A reverse merger was effected on October 11, 2010, wherein BMT, was the surviving company and legal acquirer whereas EGT was the operating company. Accordingly, operations of the entity for the year ended June 30,2012 and 2011 are reported as those of the original EGT, the operating company. BMT subsequently changed its name to Extreme Green Technologies, Inc.
Organization
The Company F.K.A. Book Merge Technology, Inc. (BMT, the legal acquirer) was incorporated February 28, 2008 In the State of Nevada as Big West Environmental, Inc. The Company intended to enter into the sale and distribution of solar PV panels. The Company has devoted substantially all its efforts to business planning and development since inception. The Company has realized no revenue from it s planned business purpose. After evaluation of current opportunities, the Company entered into an agreement with Extreme Green Technologies, Inc. (EGT, the operating company) on October 7, 2010 to enter the bio fuel industry. Book Merge Technology, Inc. (BMT, the legal acquirer) changed its name to Extreme Green Technology Inc.
Extreme Green Technologies, Inc. (EGT, the operating company) was incorporated under the laws of the State of Nevada as Ryan Enterprises, Inc on December 23, 2003 for the purpose of developing, marketing and commercializing bio-diesel fuel, bio-diesel processors and related products. In January 2008 the name was changed to Extreme Green Technologies, Inc. (“EGT”). The Company has the relevant licenses for bio diesel production in California and is “doing business as “Extreme Biodiesel”.
Current Business of the Company
On January 1, 2008, the operating company, Extreme Green Technologies, Inc. (EGT), purchased an existing business, Extreme Biodiesel, which had, since 2004, been manufacturing home biodiesel processors. In February, 2008 EGT moved to an 11,400 square foot building at 1560 Maple Street, Corona, California to set up a licensed bio diesel refinery and factory for refining diesel oil and manufacturing bio diesel processors. A spike in fuel prices in 2008 created a demand for EGT’s processors that propelled processor sales in that year to $885,825. The refinery at the outset was able to produce 2,000 gallons per day and is being expanded.
On October 7, 2010 EGT entered into a Plan of Reorganization with BookMerge Technology Inc. (BMT) for a stock swap (2 EGT for 1 BMT), resulting in Book Merge (BMT) acquiring a 51% controlling interest in EGT on October 11, 2010. Stock swaps continued until BMT acquired 100% by March 31, 2011. The effect was a reverse merger, wherein BookMerge, is the surviving company and legal acquirer whereas EGT, (the operating company), is the accounting acquirer. Operations of the entity are reported as those of EGT. EGT became a subsidiary of BookMerge. BookMerge subsequently changed its name to Extreme Green Technologies, Inc. on August 12, 2011.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Significant estimates made by management are, among others, realizability of long-lived assets, deferred taxes and stock option valuation.
Cash and equivalents
Cash and equivalents include investments with initial maturities of three months or less.
F-7
Fair Value of Financial Instruments
The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. FASB ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:
-
Level 1: Quoted prices in active markets for identical assets or liabilities
-
Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
-
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The Company has classified its assets and liabilities into these levels depending upon the data relied upon to determine the fair values. The following fair value hierarchy table represents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2012 and 2011.
June 30, 2012
|
|
| Quoted Prices |
| Significant |
|
|
|
|
|
|
| in Active |
| Other |
| Significant |
|
|
|
|
| Markets for |
| Observable |
| Unobservable |
| Balance as of |
|
|
| Identical Assets |
| Inputs |
| Inputs |
| December 31, |
|
|
| (Level 1) |
| (Level 2) |
| (Level 3) |
| 2009 |
Assets |
|
|
|
|
|
|
|
| |
| Note Receivable | $ | 40,000 | $ | - | $ | - | $ | 40,000 |
| Deposits |
| 18,036 |
| - |
| - |
| 18,036 |
|
| $ | 58,036 | $ | - | $ | - | $ | 58,036 |
Liabilities |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| Bank Line of Credit |
| - |
| 72,925 |
| - |
| 72,925 |
| Notes Payable |
| - |
| 119,500 |
| - |
| 119,500 |
| Notes Payable |
| - |
| 95,000 |
| - |
| 95,000 |
| Stockholder Loans |
| - |
| 64,500 |
| - |
| 64,500 |
|
| $ | - | $ | 351,925 | $ | - | $ | 351,925 |
June 30, 2011
|
|
| Quoted Prices |
| Significant |
|
|
|
|
|
|
| in Active |
| Other |
| Significant |
|
|
|
|
| Markets for |
| Observable |
| Unobservable |
| Balance as of |
|
|
| Identical Assets |
| Inputs |
| Inputs |
| December 31, |
|
|
| (Level 1) |
| (Level 2) |
| (Level 3) |
| 2009 |
Assets |
|
|
|
|
|
|
|
| |
| Note Receivable | $ | 40,000 | $ | - | $ | - | $ | 40,000 |
| Deposits |
| 18,036 |
| - |
| - |
| 18,036 |
|
| $ | 58,036 | $ | - | $ | - | $ | 58,036 |
Liabilities |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| Bank Line of Credit | $ | 74,329 | $ | - | $ | - | $ | 74,329 |
| Notes Payable |
| 15,291 |
| - |
| - |
| 15,291 |
| Notes Payable |
| - |
| 209,000 |
| - |
| 209,000 |
| Stockholder Loans |
| - |
| 64,500 |
| - |
| 64,500 |
|
| $ | 89,620 | $ | 273,500 | $ | - | $ | 363,120 |
F-8
Income Taxes
The Company utilizes FASB ACS 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.
The Company generated a deferred tax credit through net operating loss carryforward. However, a valuation allowance of 100% has been established
Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.
Stock-based Compensation
(FASB) ASC Topic 718, Stock Compensation (formerly FASB Statement 123R) requires generally that all equity awards granted to employees be accounted for at grant-date “fair value”. Fair value is equal to the underlying value of the stock for “full value” awards such as restricted stock and performance shares, and estimated using an option pricing model with traditional inputs for “appreciation” awards such as stock options and stock appreciation rights. There are special provisions for nonpublic companies that are intended to ease compliance with accounting for stock compensation.
The Company was not trading as at June 30, 2012 and there is no public market for its stock. Stock value based on book value or discounted net asset value is not considered reliable. The Company will therefore adopt the most reliable indication of stock value: quantum meruit, i.e. the value of assets purchased and services rendered, based on cost, industry average rates and services contribution.
Recent Accounting Pronouncements
On June 2011, the FASB issued ASU No. 2011-05, "Presentation of Comprehensive Income." This update was amended in December 2011 by ASU No. 2011-12, "Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05." This update defers only those changes in update 2011-05 that relate to the presentation of reclassification adjustments. All other requirements in update 2011-05 are not affected by this update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. ASU No. 2011-05 and 2011-12 are effective for fiscal years (including interim periods) beginning after December 15, 2011. The Company does not expect this guidance to have a significant impact on its consolidated financial position, results of operations or cash flows.
In December 2011, the FASB issued ASU No. 2011-11, "Disclosures about Offsetting Assets and Liabilities." The amendments in this update require enhanced disclosures around financial instruments and derivative instruments that are either (1) offset in accordance with either ASC 210-20-45 or ASC 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either ASC 210-20-45 or ASC 815-10-45. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The amendments are effective during interim and annual periods beginning on or after January 1, 2013. The Company does not expect this guidance to have any impact on its consolidated financial position, results of operations or cash flows.
The Company has reviewed issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position.
Going Concern
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. There was limited sales activity the year ended June 30, 2012. The company experienced a loss of $282,083 in the year ended June 30, 2012, (2011: $498,071). The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.
F-9
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish its plans to generate bio-diesel revenue from an expanded refinery. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classifications or liabilities or other adjustments that might be necessary should the Company be unable to continue as a going concern.
Basic and Diluted Net Loss Per Share
Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilative convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.
The Company has potentially dilutive securities outstanding as of June 30, 2012 in the form of convertible debt. However the conversion would be anti dilutive, since the Company is in a loss position, and was therefore not considered in the calculation of earnings per share.
The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share computations for the years ended June 30, 2012 and 2011:
Numerator: |
| 2012 |
| 2011 |
|
|
|
|
|
Basic and diluted net loss per share: |
|
|
|
|
Net Loss | $ | (282,083) | $ | (498,071) |
|
|
|
| |
Denominator |
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average number of shares outstanding |
| 121,177,298 |
| 89,146,000 |
|
|
|
|
|
Basic and Diluted Net Loss Per Share | $ | (0.00) | $ | (0.01) |
|
|
|
|
|
Notes Receivable |
| 2012 |
| 2011 |
| $ | 40,000 | $ | 40,000 |
An advance of $40,000 on March 18, 2009 to Superior Service Recycling was made in a preliminary agreement to purchase Superior’s business. This business provides EGT with used vegetable oil for bio-diesel production. It is owned by Scott Brown, a stockholder and Technical Director of EGT. The Board of Directors has stated the intention of completing the transaction. The advance carries no interest or terms of repayment. The expiration the agreement to purchase Superior's business is December 31, 2012. In the event that Superior is not purchased, the note will become due and payable January 1, 2013. There is no collateral underlying the note receivable.
Property, Plant and Equipment
|
| June 30, | ||
|
| 2012 |
| 2011 |
|
|
|
|
|
Refinery
| $ | 857,025 | $ | 857,025 |
Leasehold Improvements |
| 31,885 |
| 31,885 |
Vehicles
|
| 52,935 |
| 52,935 |
Furniture and fixtures |
| 3,422 |
| 3,422 |
|
| 945,267 |
| 945,267 |
Accumulated depreciation
|
| (354,854) |
| (252,995) |
|
|
|
|
|
Property, plant and equipment, net | $ | 590,413 | $ | 692,272 |
|
|
|
|
|
Depreciation | $ | 101,859 | $ | 101,089 |
(Included in Other General and Administrative Expenses on the Statement of Operations).
F-10
Property plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method with useful lives used in computing depreciation ranging from 6 to 10 years. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Expenditures for maintenance and repairs are charged to operations as incurred; additions, renewals and betterments are capitalized.
Notes Payable (Current Liability)
|
| June 30, | ||
|
| 2012 |
| 2011 |
a. Note Payable: Hayden | $ | 116,000 | $ | 0 |
b. Note Payable: Bonnet |
| 3,500 |
| 0 |
| $ | 119,500 | $ | 0 |
a.
Note Payable: Hayden
|
| June 30, |
| ||
|
| 2012 |
| 2011 |
|
|
|
|
|
|
|
| $ | 116,000 | $ | 114,000 | (As an “Other Liability”) |
On February 25, 2010 the Company signed an investment agreement with two individuals, Steve Hayden III and Steve Hayden IV. The Company issued an irrevocable promissory note for $100,000 for which an initial deposit was received and subsequent payments of $75,000, which were completed June 9, 2010. Further advances of $26,000 were made. The note bears zero percent interest and was to mature March 19, 2011. In the event of default the note is convertible into common stock at par value at the option of the lenders.
The note was defaulted upon March 19, 2011. The lenders exercised the option to convert $10,000 of the debt to common stock at par value on September 1, 2011. The note is classified as a current liability.
The investment agreement specified that the lenders were to receive 24% of Net Profit over 24 months beginning June 30, 2010, typed as royalty. Net Profit was defined as fuel sales less oil, delivery and processing costs, and taxes. The minimum return was specified as $200,000. No royalty payments became payable under the agreement. The agreement was cancelled by mutual consent on April 1, 2012, eliminating the royalty. The conversion feature of the promissory note was not altered.
b.
Note Payable: Bonnet
A $3,500 cash loan was received from an individual, Don Bonnet, on June 20, 2012 at zero percent interest for working capital. The terms were not specified. The loan is assumed callable and classified as a current liability.
Bank Line of Credit
| June 30, | ||
| 2012 |
| 2011 |
|
|
|
|
$ | 72,295 | $ | 74,329 |
The line of credit is funded by Bank of the West, carries interest at 4.75% and is payable upon demand. The interest rate is variable based on Bank of the West prime rate.
Note Payable
| June 30, | ||
| 2012 |
| 2011 |
|
|
|
|
$ | 95,000 | $ | 95,000 |
F-11
On November 11, 2009 the Company entered into a stock purchase agreement with Envirotek as bio-diesel. Under the agreement, Envirotek was to acquire 51% of EGT stock, and to loan EGT $250,000 in stages. In November 2009 Envirotek advanced EGT $65,000 and afurther 30,000 from January 28 to March 3rd2010 under promissory notes. The $65,000 note carries no interest, requires no payments and matures January 20, 2013. On April 26, 2010 The Board of Directors rescinded the agreement with Envirotek Inc. This effectively ended the business relationship between the two companies. Envirotek subsequently ceased operations. The advances were classified as a non current liability pending renewed communication with Envirotek.
Stockholder Loans
|
| June 30, | ||
|
| 2012 |
| 2011 |
Robert Neuberger | $ | 50,000 | $ | 50,000 |
Joseph Spadafore |
| 8,500 |
| 8,500 |
Ryan Spadafore |
| 6,000 |
| 6,000 |
| $ | 64,500 | $ | 64,500 |
Stockholder loans carry no interest, have no terms of repayment, and are non callable.
Repayment is discretionary. Robert Neuberger and Joseph Spadafore are officers of the Company.
3. Provision for Income Tax
No provision was made for federal income tax for the year ended June 30, 2012, since the Company had significant net operating loss. The provision for income taxes consists of the state minimum tax imposed on corporations.
The net operating loss carryforward for federal and state income tax purposes as of June 30, is approximately $ 1,480,000 The net operating losses will expire in 2027 through 2032 unless utilized beforehand.
The availability of the Company’s net operating loss carryforwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company’s stock.
The Company has recorded a 100% valuation allowance for the deferred tax asset since it is “more-likely- than-not” that the deferred tax assets will not be realized.
The components of the net deferred tax asset are summarized below:
|
| June 30, | ||
|
| 2012 |
| 2011 |
Tax expense (credit) at statutory rate-federal |
| -34% |
| -34% |
State tax expense net of federal tax |
| -6% |
| -6% |
Changes in valuation allowance |
| 40% |
| 40% |
Tax expense at actual rate |
| -% |
| -% |
|
| June 30, | ||
|
| 2012 |
| 2011 |
Deferred tax asset – net operating loss | $ | 480,800 | $ | 480,000 |
Less valuation allowance |
| (480,800) |
| (480,000) |
Net deferred tax asset | $ | 0 | $ | 0 |
4. Sub Lease
On December 31, 2011 the Company leased up to 50% of its premises for storage and parking at $5,000 per month to a company engaged in the business of collecting waste vegetable oil used in diesel manufacture.
5. Related Party Transactions
On September 1, 2012 the Company converted $10,000 of a stockholder’s debt to stock by the issue of 10,000,000 shares of common stock in accordance with the financial instrument.
On September 21, 2012 the Company issued 2,200,000 shares to two officers of the Company, Joseph Spadafore and Richard Carter, for unpaid salary.
F-12
6. Capital Structure
Common Stock
On February 28, 2008 the Company was formed with one class of common stock, par value $0.001. The Company authorized 75,000,000 shares of common stock.
On February 29, 2008, the Company issued 10,000,000 pre-split shares of stock to its sole officer and director for cash of $2,500. In addition, the Company issued on the same day, 100,000 shares of its common stock to Jameson Capital, LLC for $1,000 in services to be rendered and 490,000 shares of its common stock to Centurion Capital Funding, LLC for $7,090 in services to be rendered.
The company relied on Section 4(2) of the Securities Act as its exemption from registration when it issued the shares of common stock to Mr. Rossana, Jameson Capital and Centurion Capital. All the initial shareholders agreed to hold their shares for investment purposes only and to transfer such shares only in a registered offering or in reliance upon an exemption therefrom.
During the year ended June 30, 2009 the Company issued a total of 751,500 pre-split shares at $0.05 per share for a total cash consideration of $37,575 pursuant to its S-1 registration statement file with the SEC on August 7, 2008.
During the year ended June 30, 2010 the Company issued 100,000 pre-split shares for services valued at $5,000.
During the year ended June 30, 2010, the Company increased its authorized common shares from 75,000,000 to 200,000,000 and authorized a 7:1 forward split. The forward split has been applied retroactively to the financial statements.
In February, 2011, the Company sold 1,140,000 restricted shares for cash to three investors at 5 cents per share, realizing $57,000.
In April-May 2011 the Company sold 1,800,000 restricted shares for cash to twelve investors at par value $0.05, realizing $90,000.
During the fiscal year ended June 30, 2011, the Company issued 21,208,000 shares in exchange for stock of the subsidiary, the original “Extreme Green Technologies Inc.” (EGT) on a 1 for 2 basis:
one share of the Company for two shares of the original EGT, pursuant to the reorganization plan.
As at June 30, 2011 the Company was authorized to issue 200,000,000 common shares, of which 104,238,500 were issued and outstanding.
On September 1, 2011 the Company issued 10,000,000 shares of common stock at par value in conversion of debt of $10,000.
On September 21, 2011 the Company issued 11,200,000 shares of common stock for services of two officers of the company. An expense of $90,000 was recorded based on the fair market value of services rendered.
As at June 30, 2012 the Company was authorized to issue 200,000,000 common shares, of which 125,438,500 were issued and outstanding, (104,238,500 as at June 30, 2011).
7. Commitments and Contingencies
The Company entered into a three year lease for an office and manufacturing building in Corona, California on February 15, 2008 at the rate of $8,050 per month. The lease was extended for a further five years at the rate of $6,000 per month. Future lease commitments over the life of the lease are:
Fiscal year ended June 30: |
|
|
|
| 2013 | $ | 72,000 |
| 2014 |
| 72,000 |
| 2015 |
| 72,000 |
| 2016 |
| 42,000 |
|
| $ | 267,000 |
F-13
8. Legal Proceedings
There were no legal proceedings against the Company with respect to matters arising in the ordinary course of business. Neither the Company nor any of its officers or directors is involved in any other litigation or is involved either as plaintiffs or defendants, and have no knowledge of any threatened or pending litigation against them or any of the officers or directors
9. Subsequent Events
Events subsequent to June 30, 2012 have been evaluated through October 12, 2012, the date these statements were available to be issued, to determine whether they should be disclosed to keep the financial statements from being misleading.
On October 5, 2012 the Company issued 12,000,000 shares of common stock in conversion of $12,000 of debt.
F-14
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A(T)CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
Management of BookMerge Technologies Inc. is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.
At the end of the period covered by this report, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of our Principal Executive Officer, Principal Financial and Accounting Officer, Richard Carter. Based on his evaluation of our disclosure controls and procedures, he concluded that during the period covered by this report, such disclosure controls and procedures were not effective. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.”
BookMerge Technology Inc. will continue to create and refine a structure in which critical accounting policies and estimates are identified, and together with other complex areas, are subject to multiple reviews by accounting personnel. In addition, BookMerge Technology Inc. will enhance and test our year-end financial close process. Additionally, BookMerge Technology Inc.’s audit committee will increase its review of our disclosure controls and procedures. Finally, we plan to designated individuals responsible for identifying reportable developments. We believe these actions will remediate the material weakness by focusing additional attention and resources in our internal accounting functions. However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; (iii) provide reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and (iv) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions may occur or the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2012. This assessment is based on the criteria for effective internal control described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our Principal Executive Officer, Principal Financial and Accounting Officer, Richard Carter’s assessment, management concluded that our internal control over financial reporting as of June 30, 2012 was not effective. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.” This material weakness has existed since at least June 2010.
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BookMerge Technology Inc. will continue to create and refine a structure in which critical accounting policies and estimates are identified, and together with other complex areas, are subject to multiple reviews by accounting personnel. In addition, BookMerge Technology Inc. will enhance and test our year-end financial close process. Additionally, BookMerge Technology Inc.’s audit committee will increase its review of our disclosure controls and procedures. Finally, we plan to designated individuals responsible for identifying reportable developments. We believe these actions will remediate the material weakness by focusing additional attention and resources in our internal accounting functions. However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Changes in Internal Controls
There have been no changes in our internal control over financial reporting that occurred during our fiscal quarter ended June 30, 2012 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.
ITEM 9B .OTHER INFORMATION.
None
PART III
ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
BookMerge Technologies Inc.’s executive officer and director and his respective age as of June 30, 2011 are as follows:
Directors:
Name of Director |
| Age |
|
|
Richard Carter |
| 48 |
| Director |
Joe Spadafore |
| 54 |
| Director |
Executive Officers:
Name of Officer |
| Age |
| Office |
Richard Carter |
| 48 |
| President, CEO |
Joe Spadafore |
| 54 |
| Secretary Treasurer |
The term of office for each director is one year, or until the next annual meeting of the shareholders.
Biographical Information
Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years
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On November 29, 2010, the Board of Directors appointed Richard B. Carter, Esq. Director of Bookmerge Technology Inc. to the position of President and CEO and will hold the position of Chief Financial Officer. Mr. Carter, age 47, in charge of finances, human resources, state and federal compliance permits and licenses and all other financial and legal aspects of Extreme Green Technologies Inc. (EGT). Mr. Carter owned his own law firm and real estate sales/consulting group for several years and sold the practice to co-found EGT. Prior to owning his own firm, Rick was a partner with a large Orange County law firm specializing in defending businesses, insurance companies and high net worth individuals in multi-million dollar businesses, contractual and tort litigated cases. Rick was in charge of the construction defect department for the five California offices of the firm and supervised the associate attorneys and staff. Rick worked his way through the ranks from administrative assistant to handling payroll, payables, billing and financial statements before becoming a law clerk, then associate attorney and eventually partner during his 17 year tenure with the law firm. Rick is a licensed Attorney at Law and Real Estate Broker with Juris Doctor and Bachelors in the Science of Law degrees along with completion of UCI Graduates classes for light construction and development financing, in addition to ongoing biodiesel, legal, real estate continuing education. Mr. Carter’s employment agreement with Extreme Green Technologies, Inc. provides for a seven year term for $48,000 annual salary with 3-4% annual cost of living increases; annual salary increases and stock bonuses based on company performance; stock options for 300,000 rule-144 restricted shares at .10¢ per share; paid medical, dental, vision and life insurance (when available), 3 weeks paid vacation, federal holidays. Mr .Carter does not currently have an employment agreement with Bookmerge.
On November 29, 2010, the Board of Directors appointed Joe Spadafore, to the position of Corporate Secretary and Treasurer. Joe has extensive experience in business and multi-million dollar real estate transactions. Most recently, Joe has been ranked in the top ½ percent of all Prudential California Realty agents nationwide, specializing multi-million dollar residences for over 17 years. Joe employs and supervised up to 15 agents with his wife. Joe previously owned retail liquor stores for several years while also working as a police officer and hostage negotiator for the City of Los Angeles for 15 years. As part of his focus on ecological commercial development that enhance his real estate practice, Mr. Spadafore became disenchanted with the American dependence on foreign oil, the funding of American problems overseas and the effect on our economy. In 2007, he decided to turn his attention to eliminating these problems and co-founded EGT. Mr. Spadafore, age 53, is in charge of marketing, sales and over-all general operations of EGT. Joe has successfully negotiated contracts with numerous restaurants and food manufacturers for the collection of waste vegetable oil and brown grease interceptor/grease trap services. The brown grease interceptor/trap business provides EGT with additional cash flow and additional waste oil accounts. Joe has also negotiated a deal with an existing algae oil production company that has successfully tested algae oil for use in biodiesel. Mr. Spadafore’s employment agreement provides for a seven year term for $48,000 annual salary with 3-4% annual cost of living increases; annual salary increases and stock bonuses based on company performance; stock options for 300,000 rule-144 restricted shares at .10¢ per share; paid medical, dental, vision and life insurance (when available), 3 weeks paid vacation, federal holidays. Mr. Spadafore does not currently have an employment agreement with Bookmerge.
Corporate Governance
Nominating Committee. We have not established a Nominating Committee because of our limited operations; and because we have only one director and officer, we believe that we are able to effectively manage the issues normally considered by a Nominating Committee.
Audit Committee. We have not established an Audit Committee because of our limited operations; and because we have only one director and officer, we believe that we are able to effectively manage the issues normally considered by an Audit Committee.
Code of Ethics. We have adopted a Code of Ethics for our principal executive and financial officers. Our Code of Ethics is filed as an Exhibit to this Annual Report, Exhibit 14.
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ITEM 11.EXECUTIVE COMPENSATION.
Summary Compensation Table
SUMMARY COMPENSATION TABLE | |||||||||
Name | Year | Salary | Bonus | Stock | Option | Non-Equity | Nonqualified | All Other | Total ($) |
Richard Carter, Esq., | 2012 | 44,250 | - | - | - | - | - | - | 44,250 |
President, CEO and Director | 2011 | 44,250 | - | - | - | - | - | - | 44,250 |
Joe Spadafore | 2012 | 44,250 | - | - | - | - | - | - | 44,250 |
| 2011 | 44,250 | - | - | - | - | - | - | 44,250 |
Stock Option Grants
We did not grant any stock options to the executive officer during the most recent fiscal period ended June 30, 2011. We have also not granted any stock options to the executive officer of the Company.
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table provides the names and addresses of each person known to BookMerge Technology Inc. to own more than 5% of the outstanding common stock as of June 30, 2012, and by the Officers and Directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.
Title Of Class | Name, Title and Address of Beneficial Owner of Shares(1) | Amount of Beneficial Ownership(2) | % of Class |
Common | Richard B. Carter, Esq., President and Director* | 25,008,500 | 24.41% |
Common | Joseph Spadafore, Secretary and Director* | 25,008,500 | 24.41% |
Common | Steve Hayden* | 19,501,000 | 19.04% |
| All Directors and Officers as a group (2 persons) |
| 48.82% |
*Addresses:
Richard B. Carter, Esq. 2721 Via Vistosa, San Clemente, CA 92672
Joseph Spadafore. 20315 Avenida De Arboles, Murrieta, CA 92562
Steve Hayden. 30572 Via Bonica, Lake Elsinore, CA 92530-6968
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The Board of Directors approved on October 7, 2010 the Purchase Agreement between Bookmerge Technologies and Extreme Green Technologies Inc., whereas, Bookmerge Technologies Inc., will acquire 51% of the issued and outstanding Common Stock of Extreme Green Technologies, Inc. (EGT) currently representing thirty two million five hundred eighty nine thousand (32,589,000) shares held by Green Protective Services, Inc. (GPS), and (GSP) shareholders will exchange 51% of their shares of common stock; one share of Extreme Green Technologies, Inc. (EGT) for .5 shares of Bookmerge Technologies Inc., rule 144 restricted common stock. Bookmerge Technologies Inc. will and has the authority to issue sixteen million two hundred ninety five (16,295,000) shares of common stock to complete this share exchange. Upon obtaining the 51% majority control Bookmerge Technologies Inc. plans to take operational control of Extreme Green Technologies Inc., dba Extreme Biodiesel via shareholder approval and operate the company under Bookmerge Technologies Inc. Managerial control.
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On November 29, 2010, the company concluded the share exchange agreement as announced in the October 7, 2010. As a result of extending the same terms and conditions to the minority shareholders of Extreme Green Technologies, Inc. (EGT), Bookmerge Technologies Inc. acquired 49 percent of Extreme Green Technologies Inc. Bookmerge will issue 15,655,500 shares of Bookmerge rule-144 restricted common stock to complete the share exchange, and as a result the total shares issued and outstanding of Bookmerge will increase to 95,746,000 and the shareholders of Extreme Green Technologies Inc. (including the shares held by Green Protective Services, Inc. (GPS), will represent 33.37 percent of Bookmerge Technologies Inc.
The Purchase and Share Exchange Agreements for Bookmerge to acquire the remaining 49% from the Extreme Green shareholders was exactly the same as the Bookmerge acquisition of the 51% or Extreme Green (i.e. two shares of restricted Extreme Green stock in exchange for one share of restricted Bookmerge stock). Attached is a copy of the share exchange agreement for the 49%. The offer to all EGT shareholders was 11/29/10. This exchange has already been completed.
On November 29, 2010 the Board of Directors and majority of stockholders unanimously voted to proceed with the 2/1 Bookmerge for Extreme Green Stock Exhange. Written consent was obtained from all Extreme Green shareholders pursuant to the 11/29/11 Share Exchange Agrrment attached as Exhibit 99.1 as referenced above.
The following is a list of holders from whom shares were acquired:
Harold Baerg, |
Scott Brown |
Richard Carter |
Laura Farley |
Austin Gillespie |
Joshua Gillespie |
Green Protection Services, Inc |
Mary Theresa Sandercock Trust Dated 2/28/1979 |
Martin R. Sandercock Living Trust Dated 10/13/1998 |
Justin Neuberger |
Robert Neuberger |
Kamran Sadaghiani |
Kamyab Sadaghiani |
Joseph Spadafore |
Todd Smith |
The consideration given by Bookmerge for the Extreme Green shares was one (1) restricted share of Bookmerge for two (2) shares of restricted Extreme Green, pursuant to the Purchase and share Exchange Agreements that were attached to the 1/26/11 8K as Exhibit 99.1 under the Edgarized title EX-99 2 Bookmerge8k012511ex991.htm EX-99.1.
The Employment Agreements for Richard Carter and Jospeh Spadafore are NOT related to the Purchase Agreement. The agreements are the original Employment Agreements between Extreme Green and Richard Carter/Jospeh Spadafore. The agreements were previously disclosed in the original and modified 8-K. The agreements attached to be filed again as an exhibit.
On November 29, 2010 the Board of Directors and majority of stockholders unanimously voted to proceed with the 2/1 Bookmerge for Extreme Green Stock Exchange. Written consent was obtained from all Extreme Green shareholders pursuant to the 11/29/11 Share Exchange Agreement attached as Exhibit 99.1 as referenced above.
On February 25, 2010 the Company signed an investment agreement with two individuals, Steve Hayden III and Steve Hayden IV. The Company issued an irrevocable promissory note for $100,000 for which an initial deposit was received and subsequent payments of $75,000, which were completed June 9, 2010. Further advances of $26,000 were made. The note bears zero percent interest and was to mature March 19, 2011. In the event of default the note is convertible into common stock at par value at the option of the lenders.
The note was defaulted upon March 19, 2011. The lenders exercised the option to convert $10,000 of the debt to common stock at par value on September 1, 2011. The note is classified as a current liability.
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The investment agreement specified that the lenders were to receive 24% of Net Profit over 24 months beginning June 30, 2010, typed as royalty. Net Profit was defined as fuel sales less oil, delivery and processing costs, and taxes. The minimum return was specified as $200,000. No royalty payments became payable under the agreement. The agreement was cancelled by mutual consent on April 1, 2012, eliminating the royalty. The conversion feature of the promissory note was not altered.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
In the year ended June 30, 2012 the Company incurred audit and audit related fees of $6,300. There were no tax services or non-audit services provided by the auditor.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following documents have been filed as a part of this Annual Report on Form 10-K.
1. See below as part of this filing
2. Financial Statement Schedules.
All schedules are omitted because they are not applicable or not required or because the required information is included in the Financial Statements or the Notes thereto.
3. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Annual Report:
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| BOOKMERGE TECHNOLOGIES INC. | ||
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| By: | /s/ Richard Carter |
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| Richard Carter, Esq. | |
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| President | |
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| Chief Executive Officer | |
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| Director | |
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| Date: October 15, 2012 | |
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