UNITED STATES 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 March 31, 2011
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission file number 333-158293
EVCARCO, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 5012 | 26-3526039 |
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (IRS Employer Identification No.) |
7703 Sand Street
Fort Worth, Texas 76118
(Address of principal executive offices) (Zip Code)
(817) 595-0710
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
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. x Yes o No
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). o Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | 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). o Yes x No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of May 13, 2011, there were 129,818,795 shares of Common Stock, $0.001 par value; 2,500,000 shares of Class A Convertible Preferred Stock, $0.001 par value; and 1,500,000 shares of Class B Convertible Preferred Stock, $0.001 par value.
EVCARCO, INC.
TABLE OF CONTENTS
| | Index | Page Number |
| | | |
| PART I | FINANCIAL INFORMATION | |
| | | |
| ITEM 1. | Financial Statements | F-1 |
| | | |
| ITEM 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 3 |
| | | |
| ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | 5 |
| | | |
| ITEM 4. | Controls and Procedures | 5 |
| | | |
| PART II | OTHER INFORMATION | |
| | | |
| ITEM 1. | Legal Proceedings | 6 |
| | | |
| ITEM 1A. | Risk Factors | 6 |
| | | |
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 6 |
| | | |
| ITEM 3. | Defaults Upon Senior Securities | 6 |
| | | |
| ITEM 4. | (Removed and Reserved) | 6 |
| | | |
| ITEM 5. | Other Information | 6 |
| | | |
| ITEM 6. | Exhibits | 7 |
| | | |
| SIGNATURES | | 7 |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EVCARCO, INC.
INDEX TO FINANCIAL STATEMENTS
| Financial Statements | |
| | |
| Balance Sheets as of March 31, 2011 (Unaudited) and December 31, 2010 | F-2 |
| | |
| Statements of Operations for the Three Months Ended March 31, 2011 and 2010 (Unaudited), and from Inception (October 14, 2008) to March 31, 2011 (Unaudited) | F-3 |
| | |
| Statement of Stockholders' Equity/(Deficit) from Inception (October 14, 2008) through March 31, 2011 (Unaudited) | F-4 - F-5 |
| | |
| Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010 (Unaudited), and from Inception (October 14, 2008) to March 31, 2011 (Unaudited) | F-6 |
| | |
| Condensed Notes to Financial Statements | F-7 to F-13 |
| EVCARCO, Inc. |
| (A Development Stage Company) |
| Balance Sheets |
| | | | | | | |
| | | March 31, | | | December 31, | |
| | | 2011 | | | 2010 | |
| | | (Unaudited) | | | (Audited) | |
| ASSETS | | | | | | |
| | | | | | | |
| Current assets | | | | | | |
| | | | | | | |
| Cash and cash equivalents | | $ | 45,682 | | | $ | 77,680 | |
| Inventory | | | 123,900 | | | | 180,150 | |
| Other receivables | | | 24,809 | | | | 21,386 | |
| Prepaid expenses | | | 57,375 | | | | 305,053 | |
| | | | | | | | | |
| Total current assets | | | 251,766 | | | | 584,269 | |
| | | | | | | | | |
| Facilities and equipment | | | 37,865 | | | | 37,865 | |
| Accumulated depreciation | | | (9,508 | ) | | | (7,702 | ) |
| | | | | | | | | |
| Facilities and equipment, net | | | 28,357 | | | | 30,163 | |
| | | | | | | | | |
| Other assets | | | 2,288 | | | | 2,288 | |
| | | | | | | | | |
| | | | | | | | | |
| TOTAL ASSETS | | $ | 282,411 | | | $ | 616,720 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | | |
| | | | | | | | | |
| Current liabilities | | | | | | | | |
| | | | | | | | | |
| Accounts payable | | $ | 508,672 | | | $ | 569,215 | |
| Accrued expenses | | | 137,093 | | | | 81,312 | |
| Accrued interest (related parties) | | | 1,585 | | | | 2,818 | |
| Other payables | | | 26,837 | | | | 26,118 | |
| Convertible notes payable | | | 85,453 | | | | 95,443 | |
| Loans payable to shareholders | | | 635,686 | | | | 531,150 | |
| | | | | | | | | |
| Total current liabilities | | | 1,395,326 | | | | 1,306,056 | |
| | | | | | | | | |
| Commitments and contingencies | | | | | | | | |
| | | | | | | | | |
| Stockholders' deficit | | | | | | | | |
| | | | | | | | | |
| 15,000,000 shares Class A Convertible Preferred Stock | | | | | | | | |
| Authorized at $0.001/par value ($1.00 liquidation preference), | | | | | | | | |
| 2,500,000 and 2,500,000 shares issued and outstanding | | | 2,500 | | | | 2,500 | |
| 20,000,000 shares Class B Convertible Preferred Stock | | | | | | | | |
| Authorized at $0.001/par value ($5.00 liquidation preference), | | | | | | | | |
| 1,500,000 and 0 shares issued and outstanding | | | 1,500 | | | | - | |
| 180,000,000 shares Common Stock | | | | | | | | |
| Authorized at $0.001/par value | | | | | | | | |
| 112,859,101 and 78,769,799 shares | | | | | | | | |
| issued and outstanding, respectively | | | 112,859 | | | | 78,770 | |
| Additional paid-in capital | | | 3,530,195 | | | | 3,259,574 | |
| Deficit accumulated during development stage | | | (4,759,969 | ) | | | (4,030,180 | ) |
| | | | | | | | | |
| Total Stockholders' Deficit | | | (1,112,915 | ) | | | (689,336 | ) |
| | | | | | | | | |
| | | | | | | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | | $ | 282,411 | | | $ | 616,720 | |
| | | | | | | | | |
| The accompanying footnotes are an integral part of these financial statements. | |
| EVCARCO, Inc. | |
| (A Development Stage Company) | |
| Statements of Operations | |
| | | | | | | | | | | |
| | | | | | | | | | Inception | |
| | | | For the Three | | | For the Three | | | (October 14, 2008) | |
| | | | Months Ended | | | Months Ended | | | Through | |
| | | | March 31, 2011 | | | March 31, 2010 | | | March 31, 2011 | |
| | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Revenues | | | $ | 118,401 | | | $ | 148,263 | | | $ | 1,857,509 | |
| | | | | | | | | | | | | | |
| Cost of goods sold | | | 115,552 | | | | 147,593 | | | | 1,820,545 | |
| Inventory impairment | | | - | | | | 27,800 | | | | 185,408 | |
| | | | | | | | | | | | | | |
| | Gross Profit/(Loss) | | | 2,849 | | | | (27,130 | ) | | | (148,444 | ) |
| | | | | | | | | | | | | | |
| Sales and marketing expenses | | | 10,795 | | | | 52,735 | | | | 214,164 | |
| General and administrative expenses | | | 684,048 | | | | 465,794 | | | | 4,433,424 | |
| Gain on extinguishment of liabilities | | | - | | | | - | | | | (212,400 | ) |
| Depreciation and amortization | | | 1,806 | | | | 969 | | | | 11,608 | |
| | | | | | | | | | | | | | |
| | Total Operating Expenses | | | 696,649 | | | | 519,498 | | | | 4,446,796 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | Operating Loss | | | (693,800 | ) | | | (546,628 | ) | | | (4,595,240 | ) |
| | | | | | | | | | | | | | |
| Other income/(loss) | | | | | | | | | | | | |
| Loss on asset disposition, net | | | | | | | - | | | | (1,356 | ) |
| Interest income | | | - | | | | 21 | | | | 325 | |
| Interest expense (related parties) | | | (7,060 | ) | | | (2,843 | ) | | | (33,052 | ) |
| Interest expense | | | (28,929 | ) | | | (9,599 | ) | | | (130,646 | ) |
| | | | | | | | | | | | | | |
| | Total Other Income/(Loss) | | | (35,989 | ) | | | (12,421 | ) | | | (164,729 | ) |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | Loss before income taxes | | | (729,789 | ) | | | (559,049 | ) | | | (4,759,969 | ) |
| | | | | | | | | | | | | | |
| Income tax (expense) benefit | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | |
| | Net loss | | $ | (729,789 | ) | | $ | (559,049 | ) | | $ | (4,759,969 | ) |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Basic and diluted loss per share | | | (0.01 | ) | | | (0.01 | ) | | | | |
| | | | | | | | | | | | | | |
| Weighted average number of | | | | | | | | | | | | |
| common shares outstanding | | | 92,795,072 | | | | 62,312,300 | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| The accompanying footnotes are an integral part of these financial statements. | |
| EVCARCO, Inc. | |
| (A Development Stage Company) | |
| Statement of Stockholders' Equity/(Deficit) | |
| Inception (October 14, 2008) through March 31, 2011 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | Deficit | | | |
| | | | | | | | | | | | | | | | | accumulated | | | |
| | | | | | | Class A Convertible | | Class B Convertible | | Additional | | during the | | | |
| | | Common stock | | Preferred stock | | Preferred stock | | paid-in | | development | | | |
| | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | capital | | stage | | Total | |
| | | | | | | | | | | | | | | | | | | | |
| Founders' stock issued @ $0.0003/sh. Oct. 2008 | | | 46,500,000 | | $ | 46,500 | | | - | | $ | - | | | - | | $ | - | | $ | (31,000 | ) | $ | - | | $ | 15,500 | |
| Stock issued for services @ $0.0003/sh. Oct. 2008 | | | 5,100,000 | | | 5,100 | | | - | | | - | | | - | | | - | | | (3,400 | ) | | | | | 1,700 | |
| Stock issued for cash @ $0.1667/sh. Oct.-Dec. 2008 | | | 930,000 | | | 930 | | | - | | | - | | | - | | | - | | | 154,070 | | | | | | 155,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net loss | | | | | | | | | | | | | | | | | | | | | | | | (91,060 | ) | | (91,060 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance December 31, 2008 | | | 52,530,000 | | $ | 52,530 | | | - | | $ | - | | | - | | $ | - | | $ | 119,670 | | $ | (91,060 | ) | $ | 81,140 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Stock issued for cash @ $0.1667/sh. Jan. 2009 | | | 123,000 | | | 123 | | | - | | | - | | | - | | | - | | | 20,377 | | | | | | 20,500 | |
| Stock issued for services @ $0.1667/sh. Feb. 2009 | | | 6,000 | | | 6 | | | - | | | - | | | - | | | - | | | 994 | | | | | | 1,000 | |
| Stock issued for property @ $0.19/sh. Jul. 2009 | | | 1,406,000 | | | 1,406 | | | - | | | - | | | - | | | - | | | 265,734 | | | | | | 267,140 | |
| Stock issued for cash @ $0.50/sh. Jul. 2009 | | | 1,500 | | | 2 | | | - | | | - | | | - | | | - | | | 748 | | | | | | 750 | |
| Stock issued for services @ $0.50/sh. Jul. 2009 | | | 600,000 | | | 600 | | | - | | | - | | | - | | | - | | | 299,400 | | | | | | 300,000 | |
| Founders' stock issued @ $0.0003/sh. Oct. 2009 | | | 6,000,000 | | | 6,000 | | | - | | | - | | | - | | | - | | | (4,000 | ) | | | | | 2,000 | |
| Stock issued for loan @ $0.1667/sh. Oct. 2009 | | | 120,000 | | | 120 | | | - | | | - | | | - | | | - | | | 19,880 | | | | | | 20,000 | |
| Stock issued for services @ $0.50/sh. Oct. 2009 | | | 90,000 | | | 90 | | | - | | | - | | | - | | | - | | | 44,910 | | | | | | 45,000 | |
| Stock issued for cash @ $0.50/sh. Oct.-Dec. 2009 | | | 249,000 | | | 249 | | | - | | | - | | | - | | | - | | | 124,251 | | | | | | 124,500 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net loss | | | | | | | | | | | | | | | | | | | | | | | | (1,069,294 | ) | | (1,069,294 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance December 31, 2009 | | | 61,125,500 | | $ | 61,126 | | | - | | $ | - | | | - | | $ | - | | $ | 891,964 | | $ | (1,160,354 | ) | $ | (207,264 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Stock issued for cash @ $0.25/sh. Jan. 2010 | | | 40,000 | | | 40 | | | - | | | - | | | - | | | - | | | 9,960 | | | | | | 10,000 | |
| Stock issued for cash @ $0.50/sh. Feb. 2010 | | | 64,000 | | | 64 | | | - | | | - | | | - | | | - | | | 31,936 | | | | | | 32,000 | |
| Stock issued for cash @ $0.21/sh. Feb. 2010 | | | 100,000 | | | 100 | | | - | | | - | | | - | | | - | | | 20,900 | | | | | | 21,000 | |
| Stock issued for services @ $0.45/sh. Feb. 2010 | | | 2,600,000 | | | 2,600 | | | - | | | - | | | - | | | - | | | 1,167,400 | | | | | | 1,170,000 | |
| Stock issued for services @ $0.25/sh. Mar. 2010 | | | 200,000 | | | 200 | | | - | | | - | | | - | | | - | | | 49,800 | | | | | | 50,000 | |
| Stock issued for cash @ $0.50/sh. Jun. 2010 | | | 14,000 | | | 14 | | | - | | | - | | | - | | | - | | | 6,986 | | | | | | 7,000 | |
| Stock issued for cash @ $0.50/sh. Jun. 2010 | | | 60,000 | | | 60 | | | - | | | - | | | - | | | - | | | 29,940 | | | | | | 30,000 | |
| Stock issued for cash @ $0.21/sh. Jun. 2010 | | | 200,000 | | | 200 | | | - | | | - | | | - | | | - | | | 41,800 | | | | | | 42,000 | |
| Stock issued for services @ $0.06/sh. Jun. 2010 | | | 1,000,000 | | | 1,000 | | | - | | | - | | | - | | | - | | | 54,000 | | | | | | 55,000 | |
| Stock issued for services @ $0.04/sh. Jun. 2010 | | | 6,427,000 | | | 6,427 | | | - | | | - | | | - | | | - | | | 250,723 | | | | | | 257,150 | |
| Stock issued for services @ $0.04/sh. Jul. 2010 | | | 5,500,000 | | | 5,500 | | | - | | | - | | | - | | | - | | | 219,500 | | | | | | 225,000 | |
Statement of Stockholders' Equity/(Deficit) - continued
| Stock issued for note conv. @ $0.012/sh. Aug. 2010 | | | 7,166,666 | | | 7,166 | | | - | | | - | | | - | | | - | | | 79,507 | | | | | | 86,673 | |
| Stock buyback @ $0.013/sh. Aug. 2010 | | | (13,625,900 | | | (13,626 | ) | | - | | | - | | | - | | | - | | | (164,374 | ) | | | | | (178,000 | ) |
| Stock issued for loan @ $0.04/sh. Oct. 2010 | | | - | | | - | | | 2,500,000 | | | 2,500 | | | - | | | - | | | 97,500 | | | | | | 100,000 | |
| Stock issued for cash @ $0.20/sh. Oct. 2010 | | | 1,900,000 | | | 1,900 | | | - | | | - | | | - | | | - | | | 378,100 | | | | | | 380,000 | |
| Stock issued for note conv. @ $0.0044/sh. Dec. 2010 | | | 2,272,727 | | | 2,273 | | | - | | | - | | | - | | | - | | | 7,727 | | | | | | 10,000 | |
| Stock issued for note conv. @ $0.0031/sh. Dec. 2010 | | | 3,225,806 | | | 3,226 | | | - | | | - | | | - | | | - | | | 6,774 | | | | | | 10,000 | |
| Stock issued for services @ $0.0033/sh. Dec. 2010 | | | 500,000 | | | 500 | | | - | | | - | | | - | | | - | | | 1,150 | | | | | | 1,650 | |
| Beneficial conversion features | | | | | | | | | | | | | | | | | | | | | 78,281 | | | | | | 78,281 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net loss | | | | | | | | | | | | | | | | | | | | | | | | (2,869,826 | ) | | (2,869,826 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance December 31, 2010 | | | 78,769,799 | | $ | 78,770 | | | 2,500,000 | | $ | 2,500 | | | - | | $ | - | | $ | 3,259,574 | | $ | (4,030,180 | ) | $ | (689,336 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Stock issued for note conv. @ avg. $0.00196/sh. Jan. 2011 | | | 11,198,413 | | | 11,198 | | | - | | | - | | | - | | | - | | | 10,802 | | | | | | 22,000 | |
| Stock issued for services @ $0.0048/sh. Feb. 2011 | | | 500,000 | | | 500 | | | - | | | - | | | - | | | - | | | 1,900 | | | | | | 2,400 | |
| Stock exchange | | | (15,000,000 | | | (15,000 | ) | | - | | | - | | | 1,500,000 | | | 1,500 | | | 13,500 | | | | | | - | |
| Stock issued for note conv. @ avg. $0.00268/sh. Feb. 2011 | | | 7,623,689 | | | 7,624 | | | - | | | - | | | - | | | - | | | 12,776 | | | | | | 20,400 | |
| Stock issued for debt conv. @ $0.0104/sh. Feb. 2011 | | | 4,800,000 | | | 4,800 | | | - | | | - | | | - | | | - | | | 45,200 | | | | | | 50,000 | |
| Stock issued for services @ $0.073/sh. Feb. 2011 | | | 500,000 | | | 500 | | | - | | | - | | | - | | | - | | | 36,000 | | | | | | 36,500 | |
| Stock issued for note conv. @ $0.0018/sh. Feb. 2011 | | | 18,000,000 | | | 18,000 | | | - | | | - | | | - | | | - | | | 14,400 | | | | | | 32,400 | |
| Stock issued for debt conv. @ $0.0152/sh. Mar. 2011 | | | 3,290,000 | | | 3,290 | | | - | | | - | | | - | | | - | | | 46,710 | | | | | | 50,000 | |
| Stock issued for debt conv. @ $0.01/sh. Mar. 2011 | | | 3,177,200 | | | 3,177 | | | - | | | - | | | - | | | - | | | 28,595 | | | | | | 31,772 | |
| Beneficial conversion features | | | | | | | | | | | | | | | | | | | | | 60,738 | | | | | | 60,738 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net loss | | | | | | | | | | | | | | | | | | | | | | | | (729,789 | ) | | (729,789 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance March 31, 2011 (Unaudited) | | | 112,859,101 | | $ | 112,859 | | | 2,500,000 | | $ | 2,500 | | | 1,500,000 | | $ | 1,500 | | $ | 3,530,195 | | $ | (4,759,969 | ) | $ | (1,112,915 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| The accompanying footnotes are an integral part of these financial statements. | |
| EVCARCO, Inc. | |
| (A Development Stage Company) | |
| Statements of Cash Flows | |
| | | | | | | | | | |
| | | | | | | | | Inception | |
| | | For the Three | | | For the Three | | | (October 14, 2008) | |
| | | Months Ended | | | Months Ended | | | Through | |
| | | March 31, 2011 | | | March 31, 2010 | | | March 31, 2011 | |
| | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
| | | | | | | | | | |
| Operating activities: | | | | | | | | | |
| | | | | | | | | | |
| Net loss | | $ | (729,789 | ) | | $ | (559,049 | ) | | $ | (4,759,969 | ) |
| Adjustments to reconcile net loss to net cash flows | | | | | | | | | | | | |
| used in operating activities: | | | | | | | | | | | | |
| Depreciation and amortization | | | 1,806 | | | | 969 | | | | 11,608 | |
| Consulting expenses (stock) | | | 286,578 | | | | 220,780 | | | | 2,088,025 | |
| Beneficial conversion feature amortization | | | 28,148 | | | | - | | | | 73,872 | |
| Loss on asset dispositions | | | - | | | | - | | | | 1,356 | |
| Gain on extinguishment of debt | | | - | | | | - | | | | (212,400 | ) |
| Inventory received in consideration | | | | | | | | | | | | |
| for stock issuance | | | - | | | | - | | | | 267,140 | |
| | | | | | | | | | | | | |
| Change in operating assets and liabilities: | | | | | | | | | | | | |
| Inventory | | | 56,250 | | | | (177,560 | ) | | | (123,900 | ) |
| Other receivables | | | (3,423 | ) | | | (15,687 | ) | | | (24,809 | ) |
| Prepaid expenses | | | - | | | | (5,557 | ) | | | - | |
| Other assets | | | - | | | | (30,500 | ) | | | (3,792 | ) |
| Accounts payable | | | 71,229 | | | | 67,419 | | | | 640,444 | |
| Accrued expenses | | | 58,181 | | | | 11,965 | | | | 139,493 | |
| Accrued interest (related parties) | | | (1,233 | ) | | | 115 | | | | 1,585 | |
| Other payables | | | 719 | | | | 33,634 | | | | 26,837 | |
| | | | | | | | | | | | | |
| Net cash flows used in operating activities | | | (231,534 | ) | | | (453,471 | ) | | | (1,874,510 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Investing activities: | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Purchase of facilities and equipment | | | - | | | | (26,109 | ) | | | (43,068 | ) |
| Proceeds from sales of property and equipment | | | - | | | | - | | | | 2,829 | |
| | | | | | | | | | | | | |
| Net cash flows used in investing activities | | | - | | | | (26,109 | ) | | | (40,239 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Financing activities: | | | | | | | | | | | | |
| Payments on notes payable | | | - | | | | - | | | | (63,327 | ) |
| Proceeds from loans payable | | | - | | | | - | | | | 170,000 | |
| Proceeds from convertible notes payable | | | 95,000 | | | | - | | | | 243,000 | |
| Net change in loans payable (related parties) | | | 104,536 | | | | 83,923 | | | | 805,508 | |
| Issuance of common stock | | | - | | | | 63,000 | | | | 840,250 | |
| Proceeds from common stock not yet issued | | | - | | | | 372,000 | | | | - | |
| Common stock buyback | | | - | | | | - | | | | (35,000 | ) |
| | | | | | | | | | | | | |
| Net cash flows provided by financing activities | | | 199,536 | | | | 518,923 | | | | 1,960,431 | |
| | | | | | | | | | | | | |
| Increase/(decrease) in cash and cash equivalents | | | (31,998 | ) | | | 39,343 | | | | 45,682 | |
| | | | | | | | | | | | | |
| Cash and cash equivalents at beginning of period | | | 77,680 | | | | 48,634 | | | | - | |
| | | | | | | | | | | | | |
| Cash and cash equivalents at end of period | | $ | 45,682 | | | $ | 87,977 | | | $ | 45,682 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Cash paid for: | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Interest | | $ | 1,755 | | | $ | 4,681 | | | $ | 54,129 | |
| Interest (related parties) | | $ | 8,293 | | | $ | 2,728 | | | $ | 31,467 | |
| | | | | | | | | | | | | |
| Non-cash activities: | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Stock issued for property | | $ | - | | | $ | - | | | $ | 267,140 | |
| Stock issued for services | | $ | 38,900 | | | $ | 1,220,000 | | | $ | 2,145,400 | |
| Stock issued for loans and account payable | | $ | 206,572 | | | $ | - | | | $ | 433,245 | |
| Stock buyback for balance of shareholder advances | | $ | - | | | $ | - | | | $ | 143,000 | |
| Debt discount from beneficial conversion feature | | $ | 60,738 | | | $ | - | | | $ | 139,019 | |
| | | | | | | | | | | | | |
| The accompanying footnotes are an integral part of these financial statements. | |
EVCARCO, INC.
(A Development Stage Company)
Condensed Notes to Financial Statements
March 31, 2011
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
EVCARCO, Inc. (“The Company”) was incorporated under the laws of the State of Nevada on October 14, 2008. The Company sells “green” automobiles, offering the latest technology electric vehicles, pre-owned vehicles converted to various green technologies. The Company is in the development stage.
NOTE 2. BASIS OF PRESENTATION
The Financial Statements are unaudited. As permitted under the Securities and Exchange Commission (“SEC”) requirements for interim reporting, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. We believe that these financial statements include all necessary and recurring adjustments for the fair presentation of the interim period results. These financial statements should be read in conjunction with the Financial Statements and related notes included in our annual report on Form 10-K for the fiscal year ended December 31, 2010. The results of operations for the three months ended March 31, 2011 are not necessarily indicative of the results to be expected for the year ending December 31, 2011.
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 the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Subsequent actual results may differ from those estimates.
NOTE 3. FAIR VALUE OF FINANCIAL INSTRUMENTS
Carrying amounts of certain of our financial instruments, including other receivables, accounts payable, and other payables approximate fair value due to their short maturities. Carrying value of convertible notes payable approximate fair values as they approximate market rates of interest. None of our financial instruments are held for trading purposes.
NOTE 4. INVENTORY
At each period end, respectively, the Company had the following inventory:
| | Mar. 31, 2011 | | Dec. 31, 2010 |
| | | | | | |
| New vehicles | $ | 69,272 | | $ | 84,272 |
| Pre-owned vehicles | | 25,500 | | | 66,750 |
| Other items | | 29,128 | | | 29,128 |
| | | | | | |
| Total inventory | $ | 123,900 | | $ | 180,150 |
During the first quarter of 2010, the Company had additional impairment related to the vehicles that were devalued at the end of 2009. The impairment, in the amount of $27,800 related to ECM model that became inoperable and the manufacturer was out of business, and includes some repair and transportation costs.
At the end of 2010, we made a decision to write down to market our inventory of Wheegos. Impairment of $74,755, related to seven 2010 Whips, with cost between $16,000 and $20,000. Each was written down to $7,500, in line with the price offered by the manufacturer at that time.
At the end of 2009, we made a decision to impair inventory in the amount of $82,853. $37,976 was mark down of inventory to market. $44,877 of the impairment related to five SMART cars that were not received under the contract to exchange cash and stock for thirty five pre-owned vehicles. The contract is essentially settled and completed, and the Company will not be able to recover those cars.
For the period from Inception (October 14, 2008) through March 21, 2011, total impairments of $185,408 are reflected as inventory impairment on the accompanying statements of operations.
EVCARCO, INC.
(A Development Stage Company)
Condensed Notes to Financial Statements
March 31, 2011
NOTE 5. PREPAID EXPENSES
As of March 31, 2011, December 31, 2010 and 2009, balances of prepaid expenses were $57,375, $305,053 and $136,667, respectively. The amounts represented the unearned portion of stock compensation issued under consulting agreements, determined as follows:
Nature of services | | Term of the contract | | Number of shares issued | | Fair value assigned | | Expensed | | Unearned portion |
| | | | | | | | | | | |
| Marketing, investor relationships, business and strategy consulting | | 07/01/09 - 06/30/10 | | 500,000 | $ | 250,000 | $ | 125,000 | $ | 125,000 |
| Graphic design, video recording, web services | | 10/15/09 - 04/15/10 | | 40,000 | | 20,000 | | 8,333 | | 11,667 |
| Various sales and marketing services | | 3 months or less | | 156,000 | | 76,000 | | 76,000 | | - |
2009 Totals | | | | 696,000 | $ | 346,000 | $ | 209,333 | $ | 136,667 |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Amortization | | | | | $ | - | $ | 136,667 | $ | (136,667) |
| Legal and investor relationship services | | 01/01/10 - 06/30/10 | | 300,000 | | 54,070 | | 54,070 | | - |
| International business development and legal services | | 02/26/10 - 02/25/11 | | 2,600,000 | | 1,170,000 | | 983,280 | | 186,720 |
| Marketing, investor relationships, business and strategy consulting | | 05/15/10 - 05/14/11 | | 6,000,000 | | 240,000 | | 150,000 | | 90,000 |
| Public relations | | 07/28/10 - 01/28/11 | | 4,000,000 | | 170,000 | | 141,667 | | 28,333 |
| Various public relations, marketing, business and technical services | | 6 months or less | | 3,327,000 | | 124,730 | | 124,730 | | - |
2010 Totals | | | | 16,227,000 | $ | 1,758,800 | $ | 1,590,414 | $ | 305,053 |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Amortization | | | | | $ | - | $ | 275,053 | $ | (275,053) |
| Various public relations, marketing, business and technical services | | 6 months or less | | 1,000,000 | | 38,900 | | 11,525 | | 27,375 |
| Quarter Ended March 31, 2011 Totals | | | | 1,000,000 | $ | 38,900 | $ | 286,578 | $ | 57,375 |
| | | | | | | | | | | |
NOTE 6. CONVERTIBLE NOTES PAYABLE
On June 7, 2010, the Company issued a convertible promissory note in the amount of $60,000, bearing interest at a rate of 8% per annum. The note was unsecured and matured on March 2, 2011. The entire principal and accrued interest on the note are convertible into common stock of the Company at a variable conversion price, with 39% discount to the market price, at the point of conversion. The Company recorded $24,251 related to the deemed beneficial conversion feature of this note, of which $22,455 has been amortized during 2010, and $1,797 has been amortized to interest expense in the accompanying statements of operations for the three months ended March 31, 2011. During December of 2010, $20,000 of the principal outstanding under the note was converted into 5,498,533 shares of common stock of the Company. As of December 31, 2010, the balance of the note was $40,000, and the balance of interest accrued under the note was $2,705. During January and February of 2011, the remaining note balance, including $2,400 of accrued interest, was converted into 18,822,102 shares of common stock of the Company. Remainder of the accrued interest was written off.
EVCARCO, INC.
(A Development Stage Company)
Condensed Notes to Financial Statements
March 31, 2011
NOTE 6. CONVERTIBLE NOTES PAYABLE - continued
On August 25, 2010, the Company issued a convertible promissory note in the amount of $35,000, bearing interest at a rate of 34.29% per annum. The note was unsecured and matured on February 24, 2011. The entire principal and accrued interest on the note are convertible into common stock of the Company at a variable conversion price, with 40% discount to the market price, at the point of conversion. The Company recorded $23,333 related to the deemed beneficial conversion feature of this note, of which $16,448 has been amortized during 2010, and $6,885 has been amortized to interest expense in the accompanying statements of operations for the three months ended March 31, 2011. On February 27, 2011, $32,400 of the principal outstanding under the note was converted into 18,000,000 shares of common stock of the Company. As of March 31, 2011 and December 31, 2010, principal balance of note was $2,600 and $35,000, respectively. Interest paid under the note for the three months ended March 31, 2011, was $1,755.
On November 3, 2010, the Company issued a convertible promissory note in the amount of $53,000, bearing interest at a rate of 8% per annum. The note is unsecured and matures on July 25, 2011. The entire principal and accrued interest on the note are convertible into common stock of the Company at a variable conversion price, with 39% discount to the market price, at the point of conversion. The Company recorded $30,697 related to the deemed beneficial conversion feature of this note, of which $6,822 has been amortized during 2010, and $10,232 has been amortized to interest expense in the accompanying statements of operations for the three months ended March 31, 2011. As of March 31, 2011, and December 31, 2010, principal remained unchanged. Subsequent to quarter end, in May of 2011, the balance outstanding under the note was converted into 4,835,087 shares of common stock of the Company.
On February 3, 2011, the Company issued a convertible promissory note in the amount of $35,000, bearing interest at a rate of 8% per annum. The note is unsecured and matures on October 24, 2011. The entire principal and accrued interest on the note are convertible into common stock of the Company at a variable conversion price, with 39% discount to the market price, at the point of conversion. The Company recorded $22,377 related to the deemed beneficial conversion feature of this note, of which $4,972 has been amortized to interest expense in the accompanying statements of operations for the three months ended March 31, 2011. As of March 31, 2011, the principal remained unchanged.
On March 1, 2011, the Company issued a convertible promissory note in the amount of $60,000, bearing interest at a rate of 8% per annum. The note is unsecured and matures on November 28, 2011. The entire principal and accrued interest on the note are convertible into common stock of the Company at a variable conversion price, with 39% discount to the market price, at the point of conversion. The Company recorded $38,361 related to the deemed beneficial conversion feature of this note, of which $4,262 has been amortized to interest expense in the accompanying statements of operations for the three months ended March 31, 2011. As of March 31, 2011, the principal remained unchanged.
NOTE 7. RELATED PARTY TRANSACTIONS
On August 25, 2010, Mr. Dale Long resigned from his position of President/CEO, as well as the Board of Directors of the Company. Under the terms of Separation and Buy-Back Agreement, the Company purchased 13,625,900 shares of its common stock, held by Mr. Long for $178,000, of which $35,000 was paid in cash and $143,000 was offset against advances made to Mr. Long. $196,400 of accrued compensation and $16,000 of related accrued payroll taxes were cancelled, as part of the same agreement, and reflected as gain on extinguishment of liabilities on the accompanying statements of operations.
For the three months ended March 31, 2011, the Company accrued $135,000 in salaries payable to its three officers and major shareholders. For the period since inception (October 14, 2008) through March 31, 2011, the Company accrued $745,770 to those individuals (excluding compensation to Mr. Long, described in the paragraph above).
As of March 31, 2011 and December 31, 2010, the balances of shareholder notes were $635,686 and $531,150, respectively. The balances included accrued salaries, along with various advances to and from the Company. The notes are unsecured, due upon demand and accrue interest at the end of each month on the then outstanding balance at the rate of 5.00% per annum. Accrued interest payable on the notes at March 31, 2011, and December 31, 2010, was $1,585 and $2,818, respectively. Interest paid during the three months ended March 31, 2011, was $8,293. These notes payable do not approximate fair value, as they are with related parties, and do not bear market rates of interest. In October of 2010, $100,000 of the balance outstanding under the shareholder notes was converted into 2,500,000 shares of Class A convertible preferred stock of the Company.
For the three months ended March 31, 2011, the Company accrued $45,000 in salaries payable to two officers and directors, who joined the company in the last quarter of 2010. As of March 31, 2011, and December 31, 2010, balance of accrued expenses included $81,000 and $32,400, respectively, of compensation and related payroll taxes for those individuals.
EVCARCO, INC.
(A Development Stage Company)
Condensed Notes to Financial Statements
March 31, 2011
NOTE 8. OPERATING SEGMENTS
During the period from inception through March 31, 2011 the Company operated as a single business segment.
NOTE 9. GOING CONCERN
The financial statements of the Company have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had negative working capital of $1,143,560 and an accumulated deficit of $4,759,969 at March 31, 2011. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts, or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.
The Company has primarily funded its operations through the net proceeds received from the Company's issuance of stock and convertible debt. The Company plans to issue additional equity and/or debt to fund its future operations.
Based on the Company’s current liquidity position, the Company will need to raise additional capital through debt or equity funding within the next twelve months. There is no assurance that any such financing will be available on acceptable terms or at all. Should continuing funding requirements not be met, the Company’s operations may cease to exist.
NOTE 10. CONVERTIBLE PREFERRED STOCK
Effective April 29, 2009 the Company filed an amendment with the Nevada Secretary of State to authorize Class A convertible preferred stock in the amount of 15,000,000 shares at $0.001 par value. Class A shares have no dividend rights, except as may be declared by the Board of Directors in its sole discretion. Class A stock is ranked senior and prior to the Corporation’s common stock as to dividends and upon liquidation. Class A shares have liquidation rights of $1 per share, and are entitled to 4 votes each, on any matters requiring shareholders’ vote. One share of Class A stock can be converted into 4 shares of common stock at any time, upon demand from of the holder.
On October 11, 2010, the Company issued 2,500,000 shares of Class A convertible preferred stock to an officer and director for $100,000 in partial satisfaction of the loan payable to such officer and director. The number of Class A shares was determined by applying a discount, for the lack of marketability and liquidity, of approximately 30% to the market price of common stock, multiplied by four, which represents conversion rights of a Class A share into common stock.
EVCARCO, INC.
(A Development Stage Company)
Condensed Notes to Financial Statements
March 31, 2011
NOTE 10. CONVERTIBLE PREFERRED STOCK - continued
Effective February 11, 2011 the Company filed an amendment with the Nevada Secretary of State to authorize Class B convertible preferred stock in the amount of 20,000,000 shares at $0.001 par value. Class B shares have no dividend rights, except as may be declared by the Board of Directors in its sole discretion. Class B stock is ranked senior and prior to the Corporation’s Class A convertible preferred stock and to the Corporation’s common stock as to dividends and upon liquidation. Class B shares have liquidation rights of $5 per share, and are entitled to 1,000 votes each, on any matters requiring shareholders’ vote. One share of Class B stock can be converted into 10 shares of common stock at any time, upon demand from of the holder.
In February of 2011, the Board of Directors approved an exchange for the three officers, directors and major shareholders - Mr. O’Neal, Mr. Prous and Mr. Frolov. The exchange resulted in cancellation of 15,000,000 shares of common stock, in total, held by the individuals, and issuance of 1,500,000 shares of Class B convertible preferred stock, based on 1:10 conversion rights attached to Class B shares.
NOTE 11. COMMON STOCK
At inception on October 14, 2008, the Company issued 46,500,000 shares of common stock to founders for a cash consideration of $15,500.
From the inception on October 14, 2008 through December 31, 2008, the Company issued 930,000 shares of common stock to various investors for a cash consideration of $155,500.
From the inception on October 14, 2008 through December 31, 2008, the Company issued 5,100,000 shares of common stock for professional services.
Effective April 29, 2009 the Company filed an amendment with the Nevada Secretary of State to increase authorized shares of common stock from 25,000,000 to 60,000,000.
On July 10, 2009 the Company effectuated a 3-for-1 forward stock split of its issued and outstanding common stock. All amounts of shares reflected on these financial statements are on post-split basis.
On July 14, 2009, the Company issued 1,406,000 shares of common stock for property, in the form of pre-owned vehicles. We acquired thirty five pre-owned SMART cars in exchange for 1,406,000 shares of common stock and $47,000 of cash. Most of those cars were sold within two months of acquisition, and since at the time, there was no public market for our stock, we determined that proceeds realized from the sales were more reliable indication of value, than the value placed on private placement transactions at that time. Based on average selling price of the cars, we determined the value of the lot to be $314,140, and consequently, the value of the stock - $267,140, or approximately $0.19 per share.
On October 27, 2009, the Company issued 6,000,000 shares of common stock to founders for a cash consideration of $2,000. This issue represents correction of an accounting error.
EVCARCO, INC.
(A Development Stage Company)
Condensed Notes to Financial Statements
March 31, 2011
NOTE 11. COMMON STOCK - continued
It was our intention to record these shares as a stock subscription at the time the original founders’ shares were issued. The correction was not material enough to the financial statements to require restatement.
On October 27, 2009, the Company issued 120,000 shares of common stock to settle a note payable in the amount of $20,000. We were able to negotiate a settlement of $20,000 advance, received in April of 2009 from unrelated party, in exchange for stock. Negotiated price per share was equivalent to the prices received in private placement transaction around the time of the advance (considering the stock split which occurred in July of 2009).
During 2009, the Company issued 373,500 shares of common stock to various investors for a cash consideration of $145,750.
During 2009, the Company issued 696,000 shares of common stock for professional services.
On August 25, 2010, the Company re-purchased and cancelled 13,625,900 shares of common stock from Mr. Dale Long, for $178,000, relating to his departure from the Company. Of that amount, $35,000 was paid in cash and $143,000 was offset against advances made to Mr. Long.
In August of 2010, the Company issued 7,166,666 shares of common stock in complete satisfaction of note payable with outstanding principal and interest balance of $86,673. The number of shares was computed based on agreed upon discount to market price of the shares at the time of the conversion.
In December of 2010, the Company issued 5,498,533 shares of common stock in partial satisfaction of principal of convertible note payable, originated on June 7, 2010, in the amount of $20,000. During January and February of 2011, the Company issued 18,822,102 shares of common stock in complete satisfaction of this convertible note payable, in the amount of $42,400. The number of shares was computed based on agreed upon discount to market price of the shares at the time of the conversion.
During 2010, the Company issued 2,378,000 shares of common stock to various investors for a cash consideration of $522,000, based on the price negotiated in each individual, private agreement.
During 2010, the Company issued 16,227,000 shares of common stock for professional services, valued at $1,758,800, based on the market price at the time of issuance.
On February 1, 2011, the Company issued 500,000 shares of common stock for professional services, valued at $2,400, based on the market price at the time of issuance.
On February 10, 2011, the Company issued 4,800,000 shares of common stock in satisfaction of $50,000 owed under a consulting agreement.
On February 18, 2011, the Company issued 500,000 shares of common stock for professional services, valued at $36,500, based on the market price at the time of issuance.
On February 27, 2011, the Company issued 18,000,000 shares of common stock in partial satisfaction of principal of convertible note payable, originated on August 25, 2010, in the amount of $32,400.
EVCARCO, INC.
(A Development Stage Company)
Condensed Notes to Financial Statements
March 31, 2011
NOTE 11. COMMON STOCK - continued
On March 29, 2011, the Company issued 3,290,000 shares of common stock in satisfaction of $50,000 owed under a consulting agreement.
On March 30, 2011, the Company issued 3,177,200 shares of common stock in satisfaction of trade payables in the amount of $31,772.
NOTE 12. SUBSEQUENT EVENTS
On April 21, 2011, the Company issued 3,560,000 shares of common stock in satisfaction of $50,000 owed under a consulting agreement.
On April 21, 2011, the Company issued a convertible promissory note in the amount of $37,500, bearing interest at a rate of 8% per annum. The note is unsecured and matures on January 2, 2012. The entire principal and accrued interest on the note are convertible into common stock of the Company at a variable conversion price, with 39% discount to the market price, at the point of conversion. The Company recorded $23,975 related to the deemed beneficial conversion feature of this note.
On April 27, 2011, the Company issued 1,500,000 shares of common stock for professional services, valued at $28,500, based on the market price at the time of issuance.
During May of 2011, the Company issued 4,835,087 shares of common stock in complete satisfaction of principal of convertible note payable, originated on November 3, 2010, in the amount of $53,000.
On May 12, 2011, the Company issued 3,400,000 shares of common stock in satisfaction of $50,000 owed under a consulting agreement.
On May 12, 2011, the Company issued 3,664,607 shares of common stock in satisfaction of trade payables in the amount of $32,615.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q contains statements which, to the extent they do not recite historical fact, constitute "forward looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these statements by the use of words like "may”, "will”, "could”, "should”, "project”, "believe”, "anticipate”, "expect”, "plan”, "estimate”, "forecast”, "potential”, "intend”, "continue”, and variations of these words or comparable words. Forward looking statements do not guarantee future performance and involve risks and uncertainties. Actual results may differ substantially from the results that the forward looking statements suggest for various reasons, including those discussed under the caption "Risks Related to Our Business" in our Annual Report on Form 10-K. These forward looking statements are made only as of the date of this report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. This discussion should be read together with the financial statements and other financial information included in this Form 10-Q.
The following discussion contains forward-looking statements that are subject to significant risks and uncertainties. There are several important factors that could cause actual results to differ materially from historical results and percentages and results anticipated by the forward-looking statements. The Company has sought to identify the most significant risks to its business, but cannot predict whether or to what extent any of such risks may be realized nor can there be any assurance that the Company has identified all possible risks that might arise. Investors should carefully consider all of such risks before making an investment decision with respect to the Company's stock.
Overview
EVCARCO, Inc. is a development stage company that was incorporated on October 14, 2008 in the State of Nevada. We have begun our business operations and we currently have minimal revenue and no significant assets, as a result, we face substantial liquidity risk and uncertainty, near-term and otherwise, which threatens our ability to continue. EVCARCO, Inc has never declared bankruptcy, has never been in receivership, and has never been involved in any illegal action or proceedings.
Since becoming incorporated, EVCARCO, Inc. has not made any significant purchases or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations. EVCARCO, Inc is not a blank check registrant as that term is defined in Rule 419(a) (2) of Regulation C of the Securities Act of 1933, since it has a specific business plan or purpose.
Neither EVCARCO, Inc nor its officers, directors, promoters, or affiliates has had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements, or understandings with any representatives of the owners of any business or company regarding the possibility of an acquisition or merger.
Our independent auditors have expressed doubt about our ability to continue as a going concern, indicating the possibility that we may not be able to continue to operate. No adjustment has been made in the accompanying financial statements to the amounts and classification of assets and liabilities which could result should we be unable to continue as a going concern.
Plan of Operation
Over the next twelve months, we will concentrate on the following six areas to grow our operations:
· Capital and Funding – Seek to obtain capital from all available sources.
· Advertising and Marketing – Utilize all available marketing venues and public relations opportunities to promote the Company and its products.
· Sales – Grow sales to 15-20 new cars, and 100-125 pre-owned cars per quarter.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued
· Product Development – Continue to work with existing manufacturers and search for new manufacturers.
· Franchise Development – Begin marketing the EVCARCO franchise concept and licensing of Company’s Trademarks, with the short term objective of securing several territories and establishing five to ten Dealer Development Candidates during 2011. Several candidates in various states have already been identified for dealer development.
· Product Research and Development – Continue working on identifying and testing products and vehicles from U.S. companies, as well as foreign manufacturers, which can provide cleaner, safer, faster, and more economical forms of transportation, by utilizing the latest developments in the alternative fuel area.
Maintaining an adequate inventory of automobiles requires significant capital. Given the Company’s liquidity limitations its inventory levels may be adversely impacted.
Operating Environment
The Company continues to operate in a tough economic climate, tight equity and credit markets, which caused significant decline in automobile sales and put many dealers out of business. This challenging operating environment also presents tremendous opportunity for our concept: decrease in competition, rise of fuel prices, consumers becoming more cost conscious, and environmental issues gaining a lot of traction, are making our products a lot more attractive alternative to traditional transportation solutions.
Operating Results
Since inception through March 31, 2011, we have generated revenues of $1,857,509 and incurred cumulative net losses of $4,759,969. The losses include approximately $827,000 of accrued salaries, and approximately $2,088,000 of stock based compensation to consultants. Limited financial resources have affected our ability to acquire inventory, and our financial statements reflect very sporadic purchasing and sales activity, which may continue until we are able to raise the sufficient capital.
As of March 31, 2011, the Company had assets of $282,411, and total liabilities of $1,395,326. As of December 31, 2010, the Company had assets of $616,720, and total liabilities of $1,306,056.
For the quarterly periods ended March 31, 2011 and 2010, gross revenues were $118,401 and $148,263, gross profit/(loss) was $2,849 and ($27,130), respectively. Net losses for the same quarterly periods were $729,789 and $559,049, including approximately $180,000 and $110,000, respectively, of accrued compensation to the officers of the Company.
Amounts for revenues and gross margins reflect sporadic operations of the development stage company, affected by limited financial resources. The trend in losses reflects the rise in business activity and increasing efforts in realizing the Company’s business plan and starting normal business operations. Major areas of increasing expenditures include: legal and professional fees relating to compliance and reporting; consulting services (mainly paid for by stock issuances) relating to marketing, business development, investor and public relationships.
Liquidity and Capital Resources
As of March 31, 2011, the Company had no significant cash reserves or other liquid assets.
As of March 31, 2011, working capital deficiency amounted to $1,143,560.
Meeting future liquidity needs will require sales of dealership franchises, as well as income from new and pre-owned auto sales and service. We estimate it will take an estimated $165,000 per Company dealership location in addition to a line of credit of $1.2 million for floor plans at each location. This means as a company in an early stage of development, our ability to proceed with our plan of operation will continually be a function of our ability to raise sufficient capital to continue our operations.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued
Other Items and Conditions
As of March 31, 2011, the Company had $1,395,326 of current liabilities outstanding. That amount included $637,271 owed to the three officers and major shareholders of the company (primarily for accrued compensation), and $85,453 of convertible debt.
The Company has no off balance sheet arrangements, or significant obligations under any contracts.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, or the Exchange Act. This term refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2011. Based on that evaluation, the Company’s management concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2011. During the quarter ended on March 31, 2011, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any governmental authority against us. None of our directors, officers or affiliates are (i) a party adverse to us in any legal proceedings, or (ii) have an adverse interest to us in any legal proceedings.
ITEM 1A. RISK FACTORS
Not required.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Information regarding unregistered sales not included in previous reports:
| | | | | | | | | Exemption | | |
| | | | | | | | | from | | Terms of |
| Date | | | | | | | | regulation | | conversion |
| Sold | | Amount | | Securities Sold | | Consideration * | | claimed ** | | or exercise |
| 03/30/11 | | 3,177,200 | | Common Stock | | Debt Conversion - $31,772 | | Reg. D | | None |
| 04/21/11 | | 3,560,000 | | Common Stock | | Debt Conversion - $50,000 | | Reg. D | | None |
| 04/27/11 | | 1,500,000 | | Common Stock | | Services | | Reg. D | | None |
| 05/04/11 | | 1,754,386 | | Common Stock | | Debt Conversion - $20,000 | | Reg. D | | None |
| 05/05/11 | | 1,315,789 | | Common Stock | | Debt Conversion - $15,000 | | Reg. D | | None |
| 05/06/11 | | 1,764,912 | | Common Stock | | Debt Conversion - $18,000 | | Reg. D | | None |
| 05/12/11 | | 3,400,000 | | Common Stock | | Debt Conversion - $50,000 | | Reg. D | | None |
| 05/12/11 | | 3,664,607 | | Common Stock | | Debt Conversion - $32,615 | | Reg. D | | None |
* For per share price, see Statement of Stockholders’ Equity. No commissions or discounts were paid.
** The company relied on information from purchasers that they were accredited investors and/or such investors were provided adequate information and were otherwise determined to be suitable. In all cases, there was no public solicitation.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. (REMOVED AND RESERVED)
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
SIGNATURES
Pursuant to the requirements 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.
| | EVCARCO, INC. |
| | | |
| Date: May 23, 2011 | By: | /s/ Mack Sanders |
| | | Mack Sanders |
| | | Principal Executive Officer |
| Date: May 23, 2011 | By: | /s/ Nikolay Frolov |
| | | Nikolay Frolov |
| | | Chief Financial Officer (Principal Financial and Accounting Officer) |
