SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2009
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No fee required) |
For the transition period from to
Commission file number 333-152539
Metha Energy Solutions Inc.
(Name of Small Business Issuer in Its Charter)
DELAWARE | | 32-0251358 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
410 Park Avenue, 15th Floor, New York, NY 10022 |
(Address of Principal Executive Offices) (Zip Code) |
212-231-8526
(Issuer's Telephone Number, including Area Code)
Inscrutor, Inc.
(Former name or address)
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filero Smaller Reporting Companyx
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes o Nox
State the number of shares outstanding of each of the issuer’s classes of common equity, as of November 11, 2009: 22,620,030 shares of common stock.
METHA ENERGY SOLUTIONS INC. (FORMERLY INSCRUTOR, INC.)
(A DEVELOPMENT STAGE COMPANY)
FORM 10-Q
NINE MONTHS ENDED SEPTEMBER 30, 2009
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PART I - FINANCIAL INFORMATION | | |
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Item 1. | | Financial Statements: | | |
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Item 2. | | | | 16 |
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Item 3. | | | | 19 |
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Item 4. | | | | 20 |
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PART II - OTHER INFORMATION | | |
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Item 1. | | | | 20 |
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Item 1A. | | | | 20 |
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Item 2. | | | | 20 |
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Item 3. | | | | 21 |
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Item 4. | | | | 21 |
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Item 5. | | | | 21 |
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Item 6. | | | | 22 |
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Signatures | | | 23 |
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PART I - FINANCIAL INFORMATION
METHA ENERGY SOLUTIONS INC. (FORMERLY INSCRUTOR, INC.)
(A DEVELOPMENT STAGE COMPANY)
| | | | | | |
| | September 30, 2009 | | | December 31, 2008 | |
| | (Unaudited) | | | | |
ASSETS | | | | | | |
Current Assets: | | | | | | |
Cash | | $ | 81,182 | | | $ | 49 | |
Accounts receivable | | | - | | | | 9,000 | |
Prepaid expenses | | | 860 | | | | - | |
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Total Current Assets | | | 82,042 | | | | 9,049 | |
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Property, Plant & Equipment: | | | | | | | | |
Website costs, net of accumulated amortization of $709 and $261, | | | | | | | | |
respectively | | | 1,080 | | | | 1,528 | |
| | | | | | | | |
Other Assets: | | | | | | | | |
Security deposits | | | 465 | | | | 465 | |
Investment in Serenergy | | | 402,780 | | | | - | |
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TOTAL ASSETS | | $ | 486,367 | | | $ | 11,042 | |
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LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | | |
Current Liabilities: | | | | | | | | |
Accounts payable and accrued expenses | | $ | 58,470 | | | $ | 17,618 | |
Accrued expenses - related party | | | 11,294 | | | | 3,000 | |
Loans payable - related party | | | 2,853 | | | | 2,853 | |
Notes payable - related party | | | 46,780 | | | | 45,000 | |
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TOTAL LIABILITIES | | | 119,397 | | | | 68,471 | |
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COMMITMENTS AND CONTINGENCIES | | | | | | | | |
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STOCKHOLDERS' DEFICIT | | | | | | | | |
Series A Convertible Preferred stock - $.001 par value; 100,000 shares | | | | | | | | |
authorized; 100,000 and 100,000 to be issued | | | 100 | | | | 100 | |
Series B Convertible Preferred stock - $.001 par value; 100,000 shares | | | | | | | | |
authorized; 100,000 and none to be issued | | | 100 | | | | - | |
Preferred stock - $.001 par value; 9,800,000 shares authorized; | | | | | | | | |
none and none issued and outstanding, respectively | | | - | | | | - | |
Common stock - $.001 par value; 100,000,000 shares authorized; | | | | | | | | |
21,600,030 and 11,350,030 shares to be issued, respectively | | | 21,600 | | | | 11,350 | |
Additional paid-in capital | | | 655,694 | | | | 73,624 | |
Accumulated deficit during the development stage | | | (310,524 | ) | | | (142,503 | ) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | | | 366,970 | | | | (57,429 | ) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | | $ | 486,367 | | | $ | 11,042 | |
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See accompanying notes to the unaudited condensed financial statements.
-3-
METHA ENERGY SOLUTIONS INC. (FORMERLY INSCRUTOR, INC.)
(A DEVELOPMENT STAGE COMPANY)
| | Three months ended September 30, 2009 | | | Three months ended September 30, 2008 | | | Nine months ended September 30, 2009 | | | April 18, 2008 (Inception) - September 30, 2008 | | | April 18, 2008 (Inception) - September 30, 2009 | |
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REVENUE - Related Party | | $ | - | | | $ | 9,000 | | | $ | 15,000 | | | $ | 12,000 | | | $ | 36,000 | |
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COST OF GOODS SOLD | | | - | | | | 3,450 | | | | 5,750 | | | | 4,600 | | | | 13,800 | |
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GROSS PROFIT | | | - | | | | 5,550 | | | | 9,250 | | | | 7,400 | | | | 22,200 | |
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Selling, general & administrative expenses: | | | | | | | | | | | | | | | | | | | | |
Consulting fees and services - related party | | | 14,000 | | | | 53,000 | | | | 20,000 | | | | 55,000 | | | | 78,000 | |
Professional fees | | | 101,000 | | | | 56,321 | | | | 128,522 | | | | 56,321 | | | | 207,696 | |
Other general & administrative expenses | | | 16,931 | | | | 3,596 | | | | 21,730 | | | | 5,291 | | | | 27,435 | |
Total operating expenses | | | 131,931 | | | | 112,917 | | | | 170,252 | | | | 116,612 | | | | 313,131 | |
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Loss from operations | | | (131,931 | ) | | | (107,367 | ) | | | (161,002 | ) | | | (109,212 | ) | | | (290,931 | ) |
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Other expense: | | | | | | | | | | | | | | | | | | | | |
Gain on Foreign Currency | | | 2,615 | | | | - | | | | 2,615 | | | | - | | | | 2,615 | |
Interest income | | | 13 | | | | - | | | | 13 | | | | - | | | | 13 | |
Interest expense | | | (681 | ) | | | - | | | | (2,020 | ) | | | - | | | | (3,289 | ) |
Bad debt expense | | | (7,000 | ) | | | - | | | | (7,000 | ) | | | - | | | | (7,000 | ) |
Total other expense | | | (5,053 | ) | | | - | | | | (6,392 | ) | | | - | | | | (7,661 | ) |
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NET LOSS BEFORE PROVISION FOR INCOME TAXES | | | (136,984 | ) | | | (107,367 | ) | | | (167,394 | ) | | | (109,212 | ) | | | (298,592 | ) |
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Provision for income taxes | | | - | | | | - | | | | 627 | | | | - | | | | 627 | |
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NET LOSS | | $ | (136,984 | ) | | $ | (107,367 | ) | | $ | (168,021 | ) | | $ | (109,212 | ) | | $ | (299,219 | ) |
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Basic and diluted net loss per weighted-average shares common stock | | $ | (0.01 | ) | | $ | (0.01 | ) | | $ | (0.01 | ) | | $ | (0.01 | ) | | | | |
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Basic and diluted weighted-average number of shares of common stock | | | 15,138,073 | | | | 11,349,052 | | | | 12,626,587 | | | | 11,329,575 | | | | | |
to be issued | | | | | | | | | | | | | | | | | | | | |
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See accompanying notes to the unaudited condensed financial statements.
-4-
METHA ENERGY SOLUTIONS INC. (FORMERLY INSCRUTOR, INC.)
(A DEVELOPMENT STAGE COMPANY)
For the nine months ended September 30, 2009 (Unaudited) and the Period from April 18, 2008 (Inception) through December 31, 2008
| | | | | | | | | | | | | | | | | | | | | | | Accumulated | | | | |
| | Common Stock | | | Series A Convertible Preferred Stock | | | Series B Convertible Preferred Stock | | | Additional Paid-in | | | Deficit during the | | | | |
| | Shares | | | Par Value | | | Shares | | | Par Value | | | Shares | | | Par Value | | | Capital | | | development stage | | | Total | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance April 18, 2008 (Inception) | | | 11,305,030 | | | $ | 11,305 | | | | - | | | $ | - | | | | - | | | $ | - | | | $ | - | | | $ | (11,305 | ) | | $ | - | |
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Series A Preferred stock issued for consulting services - related party | | | - | | | | - | | | | 100,000 | | | | 100 | | | | - | | | | - | | | | 49,900 | | | | - | | | | 50,000 | |
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Common stock issued for professional services | | | 45,000 | | | | 45 | | | | - | | | | - | | | | - | | | | - | | | | 22,455 | | | | - | | | | 22,500 | |
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In-kind contribution of interest expense | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1,269 | | | | - | | | | 1,269 | |
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Net loss for the period from April 18, 2008 (inception) to December 31, 2008 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (131,198 | ) | | | (131,198 | ) |
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Balance December 31, 2008 | | | 11,350,030 | | | | 11,350 | | | | 100,000 | | | | 100 | | | | - | | | | - | | | | 73,624 | | | | (142,503 | ) | | | (57,429 | ) |
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Series B Preferred stock and Common stock sold for cash | | | 10,000,000 | | | | 10,000 | | | | - | | | | - | | | | 100,000 | | | | 100 | | | | 565,300 | | | | - | | | | 575,400 | |
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Common stock issued for professional services | | | 250,000 | | | | 250 | | | | - | | | | - | | | | - | | | | - | | | | 14,750 | | | | - | | | | 15,000 | |
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In-kind contribution of interest expense | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 2,020 | | | | - | | | | 2,020 | |
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Net loss for the period ended September 30, 2009 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (168,021 | ) | | | (168,021 | ) |
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Balance September 30, 2009 | | | 21,600,030 | | | $ | 21,600 | | | | 100,000 | | | $ | 100 | | | | 100,000 | | | $ | 100 | | | $ | 655,694 | | | $ | (310,524 | ) | | $ | 366,970 | |
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See accompanying notes to the unaudited condensed financial statements.
-5-
METHA ENERGY SOLUTIONS INC. (FORMERLY INSCRUTOR, INC.)
(A DEVELOPMENT STAGE COMPANY)
| | Nine months ended September 30, 2009 | | | For the Period April 18, 2008 (Inception) - September 30, 2008 | | | For the Period April 18, 2008 (Inception) - September 30, 2009 | |
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CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | |
Net loss | | $ | (168,021 | ) | | $ | (109,212 | ) | | $ | (299,219 | ) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | | | | | | | | | |
Series A Convertible Preferred Stock issued for services - related party | | | - | | | | 50,000 | | | | 50,000 | |
Common stock Issued for services - related party and professional fees | | | 15,000 | | | | 22,500 | | | | 37,500 | |
In-kind contribution of interest expense | | | 2,020 | | | | - | | | | 3,289 | |
Bad debt expense | | | 7,000 | | | | - | | | | 7,000 | |
Amotization expense | | | 448 | | | | - | | | | 709 | |
Changes in operating assets and liabilities: | | | | | | | | | | | | |
Decrease (Increase) in accounts receivable | | | 2,000 | | | | (3,000 | ) | | | (7,000 | ) |
Increase in other assets | | | (860 | ) | | | (965 | ) | | | (1,325 | ) |
Increase in accounts payable and accrued expenses | | | 49,146 | | | | 11,767 | | | | 69,764 | |
NET CASH USED IN OPERATING ACTIVITIES | | | (93,267 | ) | | | (28,910 | ) | | | (139,282 | ) |
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CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | | |
Purchase of property, plant & equipment | | | - | | | | - | | | | (1,789 | ) |
Serenergy Equity investment | | | (402,780 | ) | | | - | | | | (402,780 | ) |
NET CASH USED IN INVESTING ACTIVITIES | | | (402,780 | ) | | | - | | | | (404,569 | ) |
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CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | | |
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Proceeds from sale of common stock and series B preferred stock | | | 575,400 | | | | - | | | | 575,400 | |
Proceeds from loans payable -related party | | | - | | | | 1,064 | | | | 2,853 | |
Proceeds from notes payable - Toft Aps. Related party | | | 1,780 | | | | 45,000 | | | | 46,780 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 577,180 | | | | 46,064 | | | | 625,033 | |
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NET INCREASE IN CASH | | | 81,133 | | | | 17,154 | | | | 81,182 | |
Cash, beginning of period | | | 49 | | | | - | | | | - | |
Cash, END OF PERIOD | | $ | 81,182 | | | $ | 17,154 | | | $ | 81,182 | |
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Supplementary disclosures of cash flow information | | | | | | | | | | | | |
Cash paid during the period for: | | | | | | | | | | | | |
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Income taxes | | $ | - | | | $ | - | | | $ | - | |
Interest paid | | $ | - | | | $ | - | | | $ | - | |
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See accompanying notes to the unaudited condensed financial statements.
-6-
METHA ENERGY SOLUTIONS INC. (FORMERLY INSCRUTOR, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all of the information necessary for a comprehensive presentation of financial position and results of operations. The interim results for the period ended September 30, 2009 are not necessarily indicative of results for the full fiscal year. It is management’s opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation.
Inscrutor, Inc. (“Inscrutor” ), a development stage Company, was incorporated on April 18, 2008 under the laws of the State of Delaware. Inscrutor changed its name to Metha Energy Solutions, Inc. (“Metha Energy” or “the Company” or “formerly Inscrutor”) on October 12, 2009. The Company will in the future focus on business within the area of alternative energy technology and related opportunities. The agreement between the Company and Serenergy giving the Company the exclusive rights to commercialize Serenergy's patent-pending fuel cell technology to the global segment of vehicles, as well as exclusively in all segments of the US, Canada, Israeli markets, and to the United Nations organization, will be the starting-point of such activities. The Company plans to derive revenue from sales of these fuel cell products and related customized projects. From the end of August, 2009, in connection with entering the agreement with Serenergy the Company decided to cease any further activity in the area of sophisticated data-mining technology. Activities during the development stage involve developing the business plan and raising capital.
The technology that the Company owns was acquired via a Separation and Distribution Agreement on May 30, 2008 from Visator, Inc. (“Visator”), a Delaware corporation that specializes in on-line media monitoring. Prior to that time, Inscrutor was a wholly-owned subsidiary of Visator. Inscrutor was spun out from Visator with the purpose of ensuring optimal value-creation for the shareholders of both Inscrutor and Visator. According to the terms of the Separation Agreement, Visator decided to distribute the common stock of Inscrutor on a 1-for-1 basis to the holders of Visator’s common and preferred stock (“the Distribution”). On June 1, 2008 (the "Distribution Date"), Visator transferred its shares of Inscrutor to the shareholders of record of Visator common stock and preferred stock at the close of business on May 30, 2008 (the "Record Date"), without any consideration being paid by such holders. As of October 9, 2008, the stock certificates were delivered to shareholders (See Note 8). The Company derived revenue from a management services agreement with Visator. The agreement with Visator expired on June 1, 2009 and was not renewed. As of September 30, 2009 the Company wrote off the $7,000 receivable balance from Visator as the balance was deemed uncollectible.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Going concern
The accompanying financial statements have been prepared under a going concern basis which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has incurred net losses from inception of $299,219. In addition at September 30, 2009 current liabilities exceed current assets by $37,355 and net cash used in operations since inception is $139,282. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company does not have enough cash to continue operations for twelve months without receiving additional debt or equity financing or increasing our revenues.
Management believes that the actions presently being taken and the success of future operations will be sufficient to enable the Company to continue as a going concern.
-7-
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Going concern continued
However, there can be no assurance that the raising of equity will be successful and that the Company’s anticipated financing will be available in the future, at terms satisfactory to the Company. Failure to achieve the equity and financing at satisfactory terms and amounts could have a material adverse effect on the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue recognition
The Company’s revenues are derived from advisory and technology consulting services related to software maintenance over the term of the agreements. The Company follows the guidance of the Securities and Exchange Commission’s FASB Accounting Standards Codification No. 605 for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured.
Cash and cash equivalents
For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.
Website Development Costs
The Company has adopted the provisions of FASB Accounting Standards Codification No. 350 Intangible-Goodwills and Other. Costs incurred in the planning stage of a website are expensed, while costs incurred in the development state are capitalized and amortized over the estimated three year life of the asset. For the nine months ended September 30, 2009 and the year ended December 31, 2008, the Company paid $0 and $1,789, respectively to develop its website.
Investments
Income taxes
The Company follows FASB Accounting Standards Codification No. 740, Income Taxes. Under the asset and liability method of FASB Accounting Standards Codification No. 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance can be provided for a net deferred tax asset, due to uncertainty of realization.
-8-
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Net loss per common share
Net loss per common share is computed pursuant to FASB Accounting Standards Codification No. 260, Earnings Per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. 100,000 Series A convertible and 100,000 Series B convertible Preferred shares were omitted from the calculation of earnings per share- diluted as their inclusion is anti-dilutive as of September 30, 2009 and 2008.
Fair Value of Financial Instruments
The carrying amounts reported in the balance sheet for the accounts receivable, prepaid expenses, accounts payable and accrued expenses, accrued expenses - related party, loans payable – related party and notes payable – related party approximate fair value based on the short-term maturity of these instruments.
Recently Issued Accounting Pronouncements
In June 2009, the FASB issued FASB Accounting Standards Codification No. 860, Transfers and Servicing. FASB Accounting Standards Codification No. 860 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. FASB Accounting Standards Codification No. 860 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of FASB Accounting Standards Codification No. 860 will have on its financial statements.
In June 2009, the FASB issued FASB Accounting Standards Codification No. 810, Consolidation. FASB Accounting Standards Codification No. 810 improves financial reporting by enterprises involved with variable interest entities. FASB Accounting Standards Codification No. 810 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of FASB Accounting Standards Codification No. 810 will have on its financial statements.
In June 2009, the FASB issued FASB Accounting Standards Codification No. 105, GAAP. The FASB Accounting Standards Codification (“Codification”) will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. FASB Accounting Standards Codification No. 105 is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in FASB Accounting Standards Codification No. 105. All other accounting literature not included in the Codification is nonauthoritative. The adoption of the Codification did not have on a significant impact on the Company’s financial statements.
-9-
NOTE 3 – PROPERTY AND EQUIPMENT
At September 30, 2009 (Unaudited) and December 31, 2008, property and equipment is as follows:
| | September 30, 2009 | | | December 31, 2008 | |
Website costs | | $ | 1,789 | | | $ | 1,789 | |
Less accumulated amortization | | | 709 | | | | 261 | |
| | $ | 1,080 | | | $ | 1,528 | |
Amortization expense for the nine months ended September 30, 2009 and the period from April 18, 2008 (inception) to September 30, 2009 was $448 and $709, respectively.
NOTE 4 – INVESTMENT AGREEMENT
On August 27, 2009, the Company entered into an exclusive distribution agreement (the “Agreement”) with Serenergy A/S (“Serenergy”) where the Company was appointed by Serenergy as its exclusive distributor of Serenergy’s products in the United States, Canada, Israel and the United Nations (“The Territory”) for 72 months. The exclusivity period will lapse in May 2010 if the Company has not raised $1,500,000. As of September 30, 2009, the Company has not raised any money under this agreement.
On August 27, 2009 the Company entered into an exclusive distribution and manufacturing license agreement - vehicles (the “License Agreement”) with Serenergy where the Company was appointed by Serenergy as its exclusive distributor of Serenergy’s fuel cell related products to the segment of vehicles (the “Segment”) for 72 months. The exclusivity period will lapse in May 2010 if the Company has not raised $1,500,000. As of September 30, 2009, the Company has not raised any money under this agreement.
In connection with both agreements, the Company will set up a sales office in the United States which will provide the base of operation in order to develop potential customers within the Territory and within the Segment.
On August 27, 2009 the Company made an investment in Serenergy for 84,000 shares of Serenergy stock, or approximately 11% of the issued and outstanding shares, for approximately $402,000. The Company recognized the investment under the cost method of accounting.
On August 27, 2009 the Company sold to an investor 10,000,000 unregistered shares of the Company’s common stock, and 100,000 shares of Series B Preferred stock, $.001 par value per share, for a approximately $575,000 ($0.06 per share). (See Note 8)
On August 27, 2009, the Company authorized the issuance of 40,000 shares of common stock to Soren Bansholt for consulting services related to the investment agreements. For the period from April 18, 2008 (inception) to September 30, 2009, the Company has recorded the fair value of $2,400 in consulting fees for the share issuance ($0.06 per share). (See Note 8)
NOTE 4 – INVESTMENT AGREEMENT CONTINUED
On August 27, 2009, the Company authorized the issuance of 210,000 shares of common stock to Jude Dixon for consulting services related to the investment agreements. For the period from April 18, 2008 (inception) to September 30, 2009, the Company has recorded the fair value of $12,600 in consulting fees for the share issuance ($0.06 per share). (See Note 8)
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NOTE 5 – CONCENTRATION RISK
Cash
The Company maintains cash balances at several financial institutions. Accounts at these institutions are insured by the Federal Deposit Insurance Corporation in the aggregate up to $250,000 at September 30, 2009. The Company also maintains cash balances at financial institutions in Denmark and accounts at these institutions are not insured by the Federal Deposit Insurance Corporation. At September 30, 2009, the Company had a cash balance of approximately $71,869 at a financial institution in Denmark.
Major Customer
For the three and nine months ended September 30, 2009 and the period from April 18, 2008 (inception) to September 30, 2009, the Company had one customer, Visator, who individually accounted for 100% of total revenues in the amount of none, $15,000 and $36,000, respectively. This customer is also a related party. The agreement expired on June 1, 2009 and was not renewed. The Company plans to greatly expand their customer base in the upcoming year to mitigate this risk (See Note 11).
Accounts Receivable
As of September 30, 2009 and December 31, 2008, the Company has an accounts receivable balance of $0 and $9,000. An amount of $7,000 was owed by one customer, Visator, a related party. As of September 30, 2009, this amount will not be collected and an allowance was included on the books for this amount.(See Note 11).
NOTE 6 – LOAN PAYABLE – RELATED PARTIES
On June 30, 2008, the Company received a loan from Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $1,000 to pay for incorporation filing fees of the Company. The loan is due on demand, unsecured and bears no interest (See Notes 8 and 11).
On July 24, 2008, the Company received a loan from Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $1,789 to pay for the Company’s website and design. The loan is due on demand, unsecured and bears no interest (See Notes 8 and 11).
On July 23, 2008, the Company received a loan from Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $64 to pay for incorporation filing fees of the Company. The loan is due on demand, unsecured and bears no interest (See Notes 8 and 11).
On June 8, 2009, the Company received a loan from Toft ApS, a wholly owned company of Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $627 for funding the Company’s tax expense. The loan is due on demand, unsecured and bears no interest (See Notes 8 and 11).
During the three months ended September 30, 2009, the Company received a loan from Toft ApS, a wholly owned company of Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $1,153 for funding the Company’s operating expenses. The loan is due on demand, unsecured and bears no interest (See Notes 8 and 11).
NOTE 7 –NOTES PAYABLE – RELATED PARTIES
On July 2, 2008, the Company executed a $35,000 promissory note to Toft ApS, a wholly owned company of Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in exchange for $35,000 cash. The note is due on demand, unsecured and bears no interest (See Notes 8 and 11).
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NOTE 7 –NOTES PAYABLE – RELATED PARTIES CONTINUED
On August 18, 2008, the Company received a loan from Toft ApS, a wholly owned company of Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $10,000 for funding the Company’s operating expenses. The note is due on demand, unsecured and bears no interest (See Notes 8 and 11).
NOTE 8 – STOCKHOLDERS’ EQUITY
The Company was incorporated on April 18, 2008. The Company authorized 100,000,000 shares of common stock with a par value of $.001 and 10,000,000 shares of preferred stock with a par value of $.001, of which 100,000 shares are designated as Series A Convertible Preferred Stock. Per the Distribution agreement, as of June 1, 2008, the Company is committed to issuing 11,305,030 shares of common stock, par value $.001, to the shareholders of Visator. As of October 9, 2008, the shares were issued (See Note 1).
On July 2, 2008, the Company authorized the issuance of 20,000 shares of common stock to Anslow & Jaclin LLP for legal services related to the registration of the Company. For the period from April 18, 2008 (inception) to September 30, 2009, the Company has recorded the fair value of $10,000 in legal fees for the share issuance ($0.50 per share).
On July 2, 2008, the Company authorized the issuance of 25,000 shares of common stock to Profit Planners, Inc. for accounting services related to the registration of the Company. For the period from April 18, 2008 (inception) to September 30, 2009, the Company has recorded the fair value of $12,500 in consulting fees ($0.50 per share).
On July 16, 2008, the Company authorized the issuance of 100,000 Series A Convertible Preferred Stock to Jesper Toft, the Chief Executive Officer. This compensation for services is contingent upon the filing of the Company’s registration statement, which became effective on October 21, 2008. For the period from April 18, 2008 (inception) to September 30, 2009, the Company has recorded the fair value of $50,000 in consulting fees to Jesper Toft related to this issuance ($0.50 per share).
The Series A Convertible Preferred stockholders are entitled to receive, when and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of April, July, October and January in each year (the “Quarterly dividend payment date”). The quarterly dividend payment date could begin after the first issuance of a share of Series A Convertible Preferred Stock. The Series A Convertible Preferred stockholders are entitled to 1,000 votes per each share they hold on all matters submitted to a vote of the stockholders of the Company. At any time on or after the issuance date, the holders of Series A Convertible Preferred shares may convert a portion or all of their shares into Common stock on a one to one basis.
On August 27, 2009, of the 10,000,000 shares of preferred stock authorized with a par value of $.001, the Company designated 100,000 shares as Series B Convertible Preferred Stock (See Note 4).
The Series B Convertible Preferred stockholders are entitled to receive, when and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of April, July, October and January in each year (the “Quarterly dividend payment date”). The quarterly dividend payment date could begin after the first issuance of a share of Series B Convertible Preferred Stock. The Series B Convertible Preferred stockholders are entitled to 1 vote per each share they hold on all matters submitted to a vote of the stockholders of the Company. At any time on or after the issuance date, the holders of Series B Convertible Preferred shares may convert a portion or all of their shares into Common stock on a one to one basis. The preference on dividends is limited to the amount invested.
On August 27, 2009 the Company sold an investor 10,000,000 shares of common stock with a par value of $.001 and 100,000 shares of Series B Convertible Preferred stock with a par value of $.001, for approximately $575,000 ($0.06 per share). (See Note 4)
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NOTE 8 – STOCKHOLDERS’ EQUITY CONTINUED
On August 27, 2009, the Company authorized the issuance of 40,000 shares of common stock to Soren Bansholt from IT Ventures for finance consulting services related to raising money for the Company. For the period from April 18, 2008 (inception) to September 30, 2009, the Company has recorded the fair value of $2,400 in consulting fees ($0.06 per share). (See Note 4)
On August 27, 2009, the Company authorized the issuance of 210,000 shares of common stock to Jude Dixon for consulting services related to raising money for the Company. For the period from April 18, 2008 (inception) to September 30, 2009, the Company has recorded the fair value of $12,600 in consulting fees ($0.06 per share). (See Note 4)
At September 30, 2009 and December 31 2008, $2,020 and $1,269, respectively were recorded as an in kind contribution of interest on related party notes (See Notes 5 and 6).
NOTE 9 – MANAGEMENT AGREEMENT
As part of the terms of the Separation Agreement described in Note 1, on June 1, 2008, Visator entered into a twelve month Management Services Agreement with the Company for consulting services pertaining to software maintenance provided to Visator’s management. The agreement provides for a management fee of $3,000 per month to be paid to the Company. As of nine months ended September 30, 2009 and the period from April 18, 2008 (inception) to September 30, 2009, the Company has recorded revenue of $15,000 and $36,000, respectively to reflect five and twelve months, respectively, worth of revenue. The agreement expired on June 1, 2009 and was not renewed (See Notes 9 and 10).
NOTE 10 – COMMITMENTS AND CONTINGENCIES
Consulting agreement- Related party
Effective May 1, 2008, the Company entered into a consulting agreement with Jesper Toft, CEO, to provide consulting services starting in May 2008 at a rate of $1,000 per month. On September 1, 2009, the Company amended the consulting agreement starting in September 2009 to a rate of $12,000 per month. As of September 30, 2009, the Company has recorded a related party liability of $11,294 under these agreements and expenses of $28,000 (See Note 11).
Consulting agreement
On June 1, 2008, the Company entered into a consulting agreement with Jude Dixon to provide maintenance services from June 1, 2008 to May 31, 2009 at a rate of $1,150 per month. As of September 30, 2009, the Company has recorded a liability, net of repayment, of $6,772 and an expense of $13,800 based on this agreement and the agreement was not renewed.
On September 1, 2009, the Company entered into a consulting agreement with Michael Olson to provide maintenance services from September 1, 2009 to February 28, 2010 at a rate of approximately $5,000 per month. As of September 30, 2009, the Company has recorded a liability of approximately $2,000 and an expense of approximately $5,000 based on this agreement.
NOTE 11 – RELATED PARTY TRANSACTIONS
For the period from April 18, 2008 (inception) to September 30, 2009, the Company had one customer, Visator, who individually accounted for 100% of total revenues in the amount of $36,000. This customer is also a related party (See Note 5).
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NOTE 11 – RELATED PARTY TRANSACTIONS CONTINUED
As of September 30, 2009 and December 31, 2008, the Company has an accounts receivable balance of $0 and $9,000, respectively. These amounts are owed by one customer, Visator, a related party (See Note 5). As of September 30, 2009, the Company wrote off the $7,000 receivable balance from Visator as the balance was deemed uncollectible and the relationship between the Company and Visator was terminated.
Effective May 1, 2008, the Company entered into a consulting agreement with Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, to provide consulting services from May 2008 to December 2008 at a rate of $1,000 per month. On September 1, 2009, the Company amended the consulting agreement starting in September 2009 to a rate of $12,000 per month. As of September 30, 2009, the Company has recorded a related party liability of $11,294 under this agreement and expenses of $28,000 (See Note 10).
On June 30, 2008, the Company received a loan from Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $1,000 to pay for incorporation filing fees of the Company. The loan is due on demand, unsecured and bears no interest (See Note 6).
On July 24, 2008, the Company received a loan from Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $1,789 to pay for the Company’s website and design. The loan is due on demand, unsecured and bears no interest (See Note 6).
On July 23, 2008, the Company received a loan from Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $64 to pay for incorporation filing fees of the Company. The loan is due on demand, unsecured and bears no interest (See Note 6).
On July 2, 2008, the Company executed a $35,000 promissory note to Toft ApS, a wholly owned company of Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in exchange for $35,000 cash. The note is due on demand, unsecured and bears no interest (See Note 7).
On August 18, 2008, the Company executed a promissory note to Toft ApS, a wholly owned company of Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in exchange for $10,000 for funding the Company’s operating expenses. The note is due on demand, unsecured and bears no interest (See Note 7).
On June 8, 2009, the Company received a loan from Toft ApS, a wholly owned company of Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $627 for funding the Company’s tax expense. The note is due on demand, unsecured and bears no interest (See Note 6).
During the three months ended September 30, 2009, the Company received a loan from Toft ApS, a wholly owned company of Jesper Toft, the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company, in the amount of $1,153 for funding the Company’s operating expenses. The loan is due on demand, unsecured and bears no interest (See Note 6).
At September 30, 2009 and December 31 2008, $2,020 and $1,269, respectively were recorded as an in kind contribution of interest on related party notes (See Notes 5 and 6).
NOTE 12 – SUBSEQUENT EVENTS
In preparing these condensed financial statements, we have evaluated events and transactions for potential recognition through November 16, 2009, the date the financial statements were issued.
Effective October 12, 2009, the Company changed their name to Metha Energy Solutions Inc. (OTCBB: MGYS).
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NOTE 12 – SUBSEQUENT EVENTS CONTINUED
On October 29, 2009, the Company issued 20,000 shares to Liselotte Jensen for services performed with a fair value of $1,200 ($0.06 per share).
On November 9, 2009, the Company issued 500,000 shares to Robert J. Lynch, Jr., a new board member, with a fair value of $30,000 ($0.06 per share).
On November 9, 2009, the Company issued 500,000 shares to David J.P. Meachin, a new board member, with a fair value of $30,000 ($0.06 per share).
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| Management's Discussion and Analysis of Financial Condition and Results of Operations |
Plan of Operation
The Company will in the future focus on business within the area of alternative energy technology and related opportunities. The agreement between the Company and Serenergy giving the Company the exclusive rights to commercialize Serenergy's patent-pending fuel cell technology to the global segment of vehicles, as well as exclusively in all segments of the US, Canada, Israeli markets, and to the United Nations organization, will be the starting-point of such activities. The Company plans to derive revenue from sales of these fuel cell products and related customized projects. From the end of August, 2009, in connection with entering the agreement with Serenergy the Company decided to cease any further activity in the area of sophisticated data-mining technology.
Results of Operations
For the three and nine months ended September 30, 2009 and the period from April 18, 2008 (Inception) through September 30, 2009, we had management service revenue of $0, $15,000 and $36,000, respectively, as compared to $9,000 and $12,000 for the three months ended September 30, 2008 and the period from April 18, 2008 (Inception) to September 30, 2008. The increase in management service revenue in 2009 versus 2008 was due to the agreement the Company had Visator for $3,000 per month for services being outstanding for five months in 2009, versus four month in 2008. The agreement began on June 1, 2008 and expired on June 1, 2009 and was not renewed. The related entity and cost of goods related to this service revenue was $0, $5,750 and $13,800 for the three and nine months ended September 30, 2009 and the period from April 18, 2008 (Inception) through September 30, 2009 respectively, as compared to $3,450 and $4,600 for the three months ended September 30, 2008 and the period from April 18, 2008 (Inception) to September 30, 2008 due to consulting labor. The increase in 2009 versus 2008 was due to the consulting agreement the Company entered into with Jude Dixon to provide maintenance services being outstanding for five months in 2009 versus one month in 2008. The agreement began from June 1, 2008 to May 31, 2009 and was not renewed.
For the three and nine months ended September 30, 2009 and the period from April 18, 2008 (Inception) through September 30, 2009, operating expenses totaled $131,931, $170,252 and $313,131, respectively, compared to $112,917 and $116,612 for the three months ended September 30, 2008 and the period from April 18, 2008 (Inception) to September 30, 2008. The increase in operating expenses were mainly due to the accounting, audit, consulting and legal expenses of $128,522 that the Company incurred in 2009 versus $56,321 for same period in 2008. The increase in selling, general and administrative expenses in 2009 versus 2008 is due to finance consulting expenses of $43,385 for the three and nine months ended September 30, 2009 for the equity investment in Serenergy. The net loss was $136,984, $168,021 and $299,219 for three and nine months ended September 30, 2009 and the period from April 18, 2008 (Inception) through September 30, 2009 respectively, as compared to $107,367 and $109,212 for the three months ended September 30, 2008 and the period from April 18, 2008 (Inception) to September 30, 2008. The increase in net loss was mainly due to the Company operating for nine months in 2009 versus five and one-half months in 2008 since the Company incorporated on April 18, 2008.
For the three and nine months ended September 30, 2009 and the period from April 18, 2008 (Inception) through September 30, 2009, we also had interest expense of $681, $2,020 and $3,289, respectively, related to in-kind contribution of interest on non-interest bearing loans payable-related party. For the period from April 18, 2008 (Inception) to September 30, 2008, we had interest expense of $0. The increase in interest expense in 2009 versus 2008 is due to the loans payable to related parties that were entered into in the third quarter of 2008.
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Capital Resources and Liquidity
As of September 30, 2009, we had cash of $81,182. While we are attempting to commence operations and produce revenues, our cash position may not be significant enough to support our daily operations. Management intends to raise additional funds through debt or equity.
However, if we are unable to satisfy our cash requirements we may be unable to proceed with our plan of operations. We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we will suspend or cease operations.
We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern. We do not have enough cash to continue operations for twelve months without receiving additional debt or equity financing or increasing our revenues.
Operating Activities
Operating activities used $93,267, $28,910 and $139,282, respectively of cash during the nine months ended September 30, 2009, for the period from April 18, 2008 (Inception) through September 30, 2008 and the period from April 18, 2008 (Inception) through September 30, 2009. We had a net loss of $168,021, $109,212 and $299,219, respectively. We had a decrease in accounts receivable of $2,000, and an increase of accounts receivable of $3,000 and $7,000 and in other assets of $860, $965 and $1,325, respectively offset by an increase in accounts and accrued expenses payable of $49,146, $11,767 and $69,764, respectively. In addition, we had $0, $50,000 and $50,000 of series A convertible preferred stock issued for services – related party, $15,000, $22,500 and $37,500 of stock issued for consulting fees and services – related party and professional fees, in-kind contribution of interest for loans payable – related party of $2,020, $0 and $3,289, bad debt expense of $7,000, $0 and $7,000 and depreciation expense of $448, $0 and $709, respectively.
Investing Activities
We used $402,780, $0 and $404,569, respectively, of cash in our investing activities during the nine months ended September 30, 2009, and for the period from April 18, 2008 (Inception) through September 30, 2008 and the period from April 18, 2008 (Inception) through September 30, 2009. We used $402,780, $0 and $402,780, respectively, of cash for our Serenergy equity investment during the nine months ended September 30, 2009, and for the period from April 18, 2008 (Inception) through September 30, 2008 and the period from April 18, 2008 (Inception) through September 30, 2009.
Financing Activities
We had $577,180, $46,064 and $625,033, respectively, of cash provided by our financing activities during the nine months ended September 30, 2009, and the period from April 18, 2008 (Inception) through September 30, 2008 and the period from April 18, 2008 (Inception) through September 30, 2009. We had $575,400, $0 and $575,400, respectively, of proceeds from sale of common stock and series B preferred stock, $0, $1,064 and $2,853, respectively, of proceeds of loans payable to related party and $1,780, $45,000 and $46,780, respectively, of proceeds of loans payable to Toft Aps related party.
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Critical Accounting Policies
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue recognition
Our revenues are derived from advisory and technology consulting services related to software maintenance that we recognize over the term of the agreements. We follow the guidance of the Securities and Exchange Commission’s FASB Accounting Standards Codification No. 605 for revenue recognition. We will recognize revenue when it is realized or realizable and earned. We consider revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured.
Investments
Equity investments in companies over which the Company has no ability to exercise significant influence are accounted for under the cost method. The Company’s holds approximately 11% of Serenergy’s issued and outstanding shares as of September 30, 2009. The Company’s investment in Serenergy is accounted for based on the cost method.
Income taxes
We follow FASB Accounting Standards Codification No. 740, Income Taxes. Under the asset and liability method of FASB Accounting Standards Codification No. 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance has been provided for the Company's net deferred tax asset, due to uncertainty of realization.
Net loss per common share
Net loss per common share is computed pursuant to FASB Accounting Standards Codification No. 260 , Earnings Per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were 100,000 Series A and 100,000 Series B convertible Preferred shares that were omitted from the calculation of diluted earnings per share as their inclusion is anti-dilutive as of September 30, 2009 and 2008.
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Recently Issued Accounting Pronouncements
In June 2009, the FASB issued FASB Accounting Standards Codification No. 860 Transfers and Servicing. FASB Accounting Standards Codification No. 860 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. FASB Accounting Standards Codification No. 860 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of FASB Accounting Standards Codification No. 860 will have on its financial statements.
In June 2009, the FASB issued FASB Accounting Standards Codification No. 810, Consolidation. FASB Accounting Standards Codification No. 810 improves financial reporting by enterprises involved with variable interest entities. FASB Accounting Standards Codification No. 810 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of FASB Accounting Standards Codification No. 810 will have on its financial statements.
In June 2009, the FASB issued FASB Accounting Standards Codification No. 105, GAAP. The FASB Accounting Standards Codification (“Codification”) will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. FASB Accounting Standards Codification No. 105 is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in FASB Accounting Standards Codification No. 105. All other accounting literature not included in the Codification is nonauthoritative. The adoption of the Codification did not have on a significant impact on the Company’s financial statements.
Off-Balance sheet arrangements
At September 30, 2009, we had no off-balance sheet arrangements.
Inflation
We believe that inflation does not significantly impact our current operations.
| Quantitative and Qualitative Disclosures About Market Risk |
Not required for smaller reporting companies.
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a) Evaluation of Disclosure Controls. Jesper Toft, our Chief Executive Officer and Principal Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of our third fiscal quarter 2009 pursuant to Rule 13a-15(b) of the Securities and Exchange Act. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluations, Jesper Toft concluded that our disclosure controls and procedures were effective as of September 30, 2009.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions
(b) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Our management team will continue to evaluate our internal control over financial reporting in 2009 as we implement our Sarbanes Oxley Act testing.
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
N/A.
| Unregistered Sales of Equity Securities and Use of Proceeds |
On August 27, 2009, of the 10,000,000 shares of preferred stock authorized with a par value of $.001, the Company designated 100,000 shares as Series B Convertible Preferred Stock.
The Series B Convertible Preferred stockholders are entitled to receive, when and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of April, July, October and January in each year (the “Quarterly dividend payment date”). The quarterly dividend payment date could begin after the first issuance of a share of Series B Convertible Preferred Stock. The Series B Convertible Preferred stockholders are entitled to 1 vote per each share they hold on all matters submitted to a vote of the stockholders of the Company. At any time on or after the issuance date, the holders of Series B Convertible Preferred shares may convert a portion or all of their shares into Common stock on a one to one basis. The preference on dividends is limited to the amount invested.
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds Continued |
On August 27, 2009 the Company sold an investor 10,000,000 shares of common stock with a par value of $.001 and 100,000 shares of Series B Convertible Preferred stock with a par value of $.001, for approximately $575,000. Such shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933.
On August 27, 2009, the Company authorized the issuance of 40,000 shares of common stock to Soren Bansholt for finance consulting services related to raising money for the Company for the fair value of $2,400. Such shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933.
On August 27, 2009, the Company authorized the issuance of 210,000 shares of common stock to Jude Dixon for consulting services related to raising money for the Company for the fair value of $12,600. Such shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933.
| Defaults Upon Senior Securities |
None.
| Submission of Matters to a Vote of Security Holders |
None.
Effective October 12, 2009, Inscrutor, Inc. changed their name to Metha Energy Solutions Inc. (OTCBB: MGYS).
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| Exhibits and Reports on Form 8-K |
(a) Exhibit Index
| 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer |
| 31.2 Rule 13a-14(a)/15d-14(a) Certification of the Principal Accounting Officer |
| 32.1 Certification Pursuant to 18 U.S.C. §1350 of Chief Executive Officer |
| 32.2 Certification Pursuant to 18 U.S.C. §1350 of the Principal Accounting Officer |
(b) Reports of Form 8-K
On September 8, 2009 the Company filed an 8k based on a distribution agreement.
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SIGNATURES
In accordance with Section 13(a) or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| METHA ENERGY SOLUTIONS INC. (FORMERLY INSCRUTOR, INC.) |
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Dated: November 16, 2009 | By: | /S/ JESPER TOFT |
| Jesper Toft Chairman of the Board Directors, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer |
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