Ngen Technologies 10-Q 12 Feb 18 2018 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Dec. 31, 2017	Feb. 09, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	Go Eco Group
Document Type	10-Q
Current Fiscal Year End Date	--09-30
Entity Common Stock, Shares Outstanding		21,070,394
Amendment Flag	false
Entity Central Index Key	1,503,161
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2017
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q1

BALANCE SHEET

BALANCE SHEET - USD ($)	Dec. 31, 2017	Sep. 30, 2017
Current assets
Cash	$ 33,148	$ 67,353
Total current assets	33,148	67,353
Total assets	33,148	67,353
Current liabilities
Accounts payable and accrued expense	154,123	133,970
Note payable- JV	25,000	0
Convertible notes payable	965,276	973,086
Total liabilities	1,144,398	1,107,056
Stockholders' deficit
Preferred shares, par value $0.001. 100,000,000 authorized; 10,000,000 issued and outstanding	10,000	10,000
Common stock, par value $0.001, authorized 2,000,000,000, issued and outstanding 18,711,869 and 14,468,303 as of December 31, 2017 and September 30, 2017, respectively	18,712	14,468
Additional paid-in capital	1,814,805	1,801,619
Accumulated deficit	(2,954,768)	(2,865,790)
Total stockholders' deficit	(1,111,250)	(1,039,702)
Total liabilities and stockholders' equity(deficit)	$ 33,148	$ 67,353

BALANCE SHEET (Parentheticals)

BALANCE SHEET (Parentheticals) - $ / shares	Dec. 31, 2017	Sep. 30, 2017
Statement of Financial Position [Abstract]
Preferred shares, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred shares, shares authorized	100,000,000	100,000,000
Preferred shares, shares issued	10,000,000	10,000,000
Preferred shares, shares outstanding	10,000,000	10,000,000
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, authorized	2,000,000,000	2,000,000,000
Common stock, issued	18,711,869	14,468,303
Common stock, outstanding	18,711,869	14,468,303

STATEMENT OF OPERATIONS (UNAUDI

STATEMENT OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Operating expenses
Selling, general and administrative expenses	$ 68,825	$ 362,124
Loss from operations	(68,825)	(362,124)
Other Income(expense)
Other income	0	3
Note discount fees	0	(57,800)
Interest expense	(20,153)	(41,585)
Total other income (expense)	(20,153)	(99,382)
Net loss	$ (88,918)	$ (461,506)
Net loss per common share basic and diluted	$ 0	$ (0.21)
Weighted average number of common shares outstanding	15,296,068	2,109,821

STATEMENTS OF CASH FLOWS (UNAUD

STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash Flows From Operating Activities:
Net loss	$ (88,918)	$ (461,506)
Adjustments to reconcile net loss to net cash used in operating activity
Stock based compensation	4,620	275,000
Changes in operating assets and liabilities:
Accounts payable and accrued expense	20,153	41,585
Net cash used in operating activities	(64,205)	(144,421)
Cash Flows From Investing Activities
Loans to EcoCab	0	(182,520)
Net cash used in Investing activities	0	(182,520)
Cash Flows From Financing Activities:
Debt issued to JV for funds	25,000	0
Proceeds from issuance of convertible debt	5,000	412,800
Net cash provided by financing activities	30,000	412,800
Net change in cash	(34,205)	85,859
Cash at beginning of period	67,353	1,804
Cash at end of period	33,148	87,633
Non-Cash Financing Activities:
Common stock issued for convertible debt conversion	$ 12,810	$ 2,676

NOTE 1 - BASIS OF PRESENTATION

NOTE 1 - BASIS OF PRESENTATION AND ORGANIZATION	3 Months Ended
	Dec. 31, 2017
Disclosure Text Block [Abstract]
BASIS OF PRESENTATION AND ORGANIZATION	The Go Eco Group (formally Liberated Energy), Inc. (the "Company"), formerly known as Mega World Food Holdings Company is a Nevada corporation formed on September 14, 2010. On January 19, 2013, pursuant to a Common Stock Purchase Agreement, dated January 7, 2013, Perpetual Wind Power Corporation, a privately held corporation formed under the laws of the State of Delaware on July 1, 2010, acquired 24,500,000 non-registered shares of the Company from its shareholders, thereby owning 24,500,000 out of a total of 25,000,000 issued and outstanding shares of the Company. Thereafter, the Company acquired from Perpetual Wind Power Corporation its patented wind and solar powered turbine technology for 2,500,000 newly issued shares of the Company which were distributed in a dividend to its shareholders and Perpetual Wind Power Corporation returned to treasury its 24,500,000 shares it acquired from the Company's shareholders. As a result of this transaction, the Company had on January 19, 2013, 3,000,000 shares issued and outstanding. On February 14, 2013, the Company changed its name from Mega World Food Holding Company to Liberated Energy, Inc. and underwent a 24 for 1 stock split, whereby the Company's outstanding shares increased from 3,000,000 to 72,000,000. On January 19, 2013, the Company disposed of its wholly-owned subsidiary, Mega World Food Limited (HK). Mega World Food Limited (HK) was incorporated on June 24, 2010 and was in the business of selling frozen vegetables in all areas of the world except China. From inception, Mega World Food Limited (HK) only incurred setting up, formation or organization activities. Upon disposal, the Company ceased these operations and accordingly, the Company's financial statements have been prepared with the net assets, results of operations, and cash flows of this business displayed separately as "discontinued operations." Effective January 19, 2013, the Company's business is the sale of alternative energy products and services. On February 4, 2015 the Company increased their number of authorized preferred shares from 10,000,000 to 100,000,000 and authorized common shares from 250,000,000 to 900,000,000. On July 6, 2016, the Company adopted a 1-for-3,500 reverse split of the Company's common stock. On September 14, 2016, the Company entered into an agreement with Ron Knori (Kroni) Owner of EcoCab Portland, LLC by which the Company will acquire all outstanding ECGLLC membership interest for a 20% non-dilutive interest of the outstanding shares of the Company with the first closing of the agreement. The foregoing agreement was amended on October 11, 2016 and the Company also entered into an Addendum to the amended agreement. The foregoing agreement and transaction described therein has not been completed as of the date of this report and there is no assurance that the transaction will ever be completed and the Company is contemplating rescinding the agreement and initiating suit against Knori. On January 27, 2017, the Company reduced the authorized shares of common stock from 10,000,000,000 to 2,000,000,000 and changed the name from Liberated Energy, Inc to The Go Eco Group. On March 6, 2017, the Company terminated the agreements with Ron Knori and EcoCab based upon breach of contract, fraud, fraudulent inducement, fraud in the factum, negligent misrepresentation, misrepresentation, contractual interference, breach of fiduciary duty, negligence, and conversion, all of which were perpetrated by Ron Knori, individually, and in his capacity as manager of EcoCab. On December 31, 2017 the Company entered into a joint venture agreement to sell products produced by the Company. The Company will hold a 65% common membership interest for $100 in consideration. Basis of Presentation The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required to be included in a complete set of financial statements in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2017. The accompanying unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company's 2016 Annual Report filed with the SEC for yearend September 30, 2016.

NOTE 2 - GOING CONCERN

NOTE 2 - GOING CONCERN	3 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	As shown in the accompanying financial statements, the Company has a negative working capital of $1,111,250 and an accumulated deficit of $2,954,768 as of December 31, 2017. The Company's ability to generate net income and positive cash flows is dependent on the ability to grow its operating entity as well as the ability to raise additional capital. Management is following strategic plans to accomplish these objectives, but success is not guaranteed. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

NOTE 3 - SUMMARY OF SIGNIFICANT

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Basis of Accounting The Company maintains its books and records on the accrual basis of accounting. The accompanying financial statements have been prepared on that basis, in which revenues and gains are recognized when earned and expenses and losses are recognized when incurred. Use of Estimates The presentation of financial statements in conformity with generally accepted accounting principles in the United States of America 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. Cash and Cash Equivalents For the purpose of the statement of cash flows, cash and cash equivalents include all cash balances, which are not subject to withdrawal restrictions or penalties, and highly liquid investments and debt instruments with a maturity of three months or less from the date of purchase. Fair Value of Financial Instruments Our short-term financial instruments, including cash, other assets and accounts payable and accrued expenses consist primarily of instruments without extended maturities, the fair value of which, based on management's estimates, reasonably approximate their book value. The fair value of our notes and advances payable is based on management estimates and reasonably approximates their book value based on their current maturity. Net Loss per Common Share The Company computes per share amounts in accordance with Statement of Financial Accounting Standards (SFAS) ASC 260, Earnings per Share (EPS). ASC 260 requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods. Stock-Based Compensation The Company accounts for its stock based awards in accordance with Accounting Standards Codification subtopic 718-10, Compensation ("ASC 718-10"), which requires a fair value measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors, including restricted stock awards. We estimate the fair value of stock using the stock price on date of the approval of the award. The fair value is then expensed over the requisite service periods of the awards, which is generally the date at which the counterparty's performance is complete and the related amount recognized in our statements of operations. Revenue and Cost Recognition The Company did not generate revenue during the three months period ended December 31, 2017 and 2016 periods. It is the Company's policy that revenue from product sales or services will be recognized in accordance with ASC 605 "Revenue Recognition". Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product was not delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Income Taxes The Company utilizes ASC 740 "Income Taxes" which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes primarily relate to the recognition of debt costs and stock based compensation expense. The adoption of ASC 740-10 did not have a material impact on the Company's results of operations or financial condition.

NOTE 4 - FAIR VALUE MEASUREMENT

NOTE 4 - FAIR VALUE MEASUREMENTS	3 Months Ended
	Dec. 31, 2017
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	As defined in (Financial Accounting Standards Board ASC 820), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The Company's financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. Financial assets and liabilities recorded at fair value in our condensed consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels: Level 1— Quoted market prices in active markets for identical assets or liabilities at the measurement date. Level 2— quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data. Level 3— Inputs reflecting management's best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments. A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

NOTE 5 - EQUITY

NOTE 5 - EQUITY	3 Months Ended
	Dec. 31, 2017
Stockholders' Equity Note [Abstract]
EQUITY	During the three months ended December 31, 2016 the Company issued 1,650,000 shares of commons stock with a value of $275,000 to four entities for services. During the three months ended December 31, 2016 the Company received 1,000,000 shares back for an entity and issued 90,000 as its replacement for a note payable and unissued stock During the three months ended December 31, 2016, the Company issued 53,507 shares of common stock with a value of $2,676 for convertible debt. During the three months ended December 31, 2017, the Company issued 3,543,586 shares of common stock with a value of $12,810 for convertible debt. During the three months ended December 31, 2017, the Company issued 700,000 shares of common stock with a value of $4,620 for service.

NOTE 6 - CONVERTIBLE DEBT

NOTE 6 - CONVERTIBLE DEBT	3 Months Ended
	Dec. 31, 2017
Table Text Block Supplement [Abstract]
CONVERTIBLE DEBT	Carebourn Capital On November 5, 2015, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $28,000 with an interest rate of 12% per annum. The note matures on August 5, 2016. The note is convertible by the holder at a discount of 50% of the lowest trading price of the Company's stock for the 20 days prior to the conversion. On December 21, 2015, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $21,000 with an interest rate of 12% per annum. The note matures on September 16, 2016. The note is convertible by the holder at a discount of 50% of the lowest trading price of the Company's stock for the 20 days prior to the conversion. On March 11, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $18,000 with net proceeds of $15,000 and with an interest rate of 12% per annum. The note matures on December 11, 2016. The note is convertible by the holder at a discount of 50% of the lowest trading price of the Company's stock for the 20 days prior to the conversion. On July 25, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $23,000 with an interest rate of 12% per annum. The note matures on July 25, 20172017. The note is convertible by the holder at a discount of 45% of the lowest three trading price of the Company's stock for the 20 days prior to the conversion. On September 7, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $197,363,70 less legal fees of $8,000 with an interest rate of 12% per annum. The note matures on September 7, 20172017. The note is convertible by the holder at a discount of 50% of the lowest three trading price of the Company's stock for the 20 days prior to the conversion. On October 13, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $237,475 less an original discount of $30,975 plus transaction fees of $6,500 for a net advanced of $200,000. The note bears an interest rate of 12% per annum. The note matures on October 3, 2017. The note is convertible by the holder at a discount of 45% of the lowest three trading price of the Company's stock for the 20 days prior to the conversion. On September 15, 2016 $85,000 was returned to Carebourn reducing the principal balance to $115,114. On December 13, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $98,325 less an original discount of $12,825 for a net advanced of $80,000. The note bears an interest rate of 12% per annum. The note matures on December 13, 2018. The note is convertible by the holder at a discount of 45% of the lowest three trading price of the Company's stock for the 20 days prior to the conversion. As of December 31, 2017, the Company owed Carebourn capital $522,510 in principal and interest of $94,437 for a total of $616,947. Power Up Lending On December 13, 2016, the Company issued a Convertible Note to Power Up Lending Group Ltd for a principle amount of $77,000 less legal fees of $2,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on September 28, 2017. The note is convertible by the holder at a discount of 48% of the lowest three trading price of the Company's stock for the 10 days prior to the conversion. As of December 31, 2017, the Company owed Power Up lending $139,650 in principal and $5,526 in interest for a total of $145.176. Crown Bridge Partners On August 21, 2017, the Company issued a Convertible Note to Crown Bridge Partners for a principle amount of $33,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on December 5, 2017. The note is convertible by the holder at a discount of 48% of the lowest three trading price of the Company's stock for the 10 days prior to the conversion As of December 31, 2017, the Company owed Crown Bridge Partners $40,000 in principal and $1,116 in interest for a total of $41,116. Management has reviewed the terms of the convertible instruments to determine their fair value. After reviewing the characteristic and the value of the conversion, Management has determined based on note conversion history that the conversion value is equal or less than par value of the shares used for conversion thus determining that the fair value of the notes is equal to their face value. On September 15, 2016, LG Capital, LLC filed a lawsuit against the Company. The filing alleges that the Company has defaulted on several unpaid loans from LG Capital to the Company with the total claim against the Company of $279,730.56. The Company negotiated in good faith with LG Capital to settle the debt but to no avail. After reviewing the claim filed by LG Capital, it is the opinion of Company Management that the Company's outstanding liability to LG Capital has been fully recognized and accounted for in the financial statements of the Company.

NOTE 7 - JOINT VENTURE AGREEMEN

NOTE 7 - JOINT VENTURE AGREEMENT	3 Months Ended
	Dec. 31, 2017
Note 7 - Joint Venture Agreement
JOINT VENTURE AGREEMENT	On December 21, 2017 the Company entered into a joint venture agreement to develop, market and sell products, services and technology based on a web-enabled light guard system. The Company granted the joint venture an irrevocable royalty free non-exclusive license to use all of the Company's direct and/or licensed intellectual property necessary for the joint venture to develop and sell the system. Under the terms of the agreement the Company will hold a 65% common membership interest for an initial capital contribution of $100. The joint venture partner contributed $25,000 plus software developed to enhance the Company's product at a cost of $65,000 to the Joint Venture.

NOTE 8 - SUBSEQUENT EVENTS

NOTE 8 - SUBSEQUENT EVENTS	3 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	In January 2018 the Company issued 2,358,505 shares of common stock for the conversion of $5,065 of convertible debt to equity.

NOTE 1 - BASIS OF PRESENTATIO14

NOTE 1 - BASIS OF PRESENTATION AND ORGANIZATION (Details) - shares	Dec. 31, 2017	Sep. 30, 2017
Disclosure Text Block [Abstract]
Common Stock, Shares, Issued	18,711,869	14,468,303
Preferred Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares Authorized	2,000,000,000	2,000,000,000

NOTE 2 - GOING CONCERN (Details

NOTE 2 - GOING CONCERN (Details) - USD ($)	Dec. 31, 2017	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working Capital	$ (1,111,250)
Retained Earnings (Accumulated Deficit)	$ (2,954,768)	$ (2,865,790)

NOTE 5 - EQUITY (Details)

NOTE 5 - EQUITY (Details) - USD ($)	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Stockholders' Equity Note [Abstract]
Stock Issued During Period, Shares, Issued for Services	700,000	1,650,000
Stock Issued During Period, Value, Issued for Services (in Dollars)	$ 4,620	$ 275,000
Debt Conversion, Converted Instrument, Shares Issued	3,543,586	53,507
Debt Conversion, Converted Instrument, Amount (in Dollars)	$ 12,810	$ 2,676