UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedNovember 30, 2013
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number333-182808
ENVIRO CLEANSE, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 33-1224051 |
| (State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.) |
| organization) | |
1516 Tropicana Ave, Suite 155 Las Vegas, Nevada | 89119 |
| (Address of principal executive offices) | (Zip Code)
|
Telephone: (702)789-0552
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) /of the Exchange Act during the past 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer [ ] | Smaller reporting company [ X ] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [ ] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
25,000,000 common shares issued and outstanding as of November 30, 2013
| 1 |
| PART I – FINANCIAL INFORMATION | 3 | ||
| Item 1. | Financial Statements Condensed Balance Sheets (unaudited) Condensed Statements of Operations (unaudited) Condensed Statements of Cash Flows (unaudited) Notes to the Condensed Financial Statements |
4 5 6 7
| |
| Item 2. | Management Discussion And Analysis Of Financial Condition and Results of Operations | 9 | |
| Item 4T. | Controls And Procedures | 11 | |
| PART II – OTHER INFORMATION | 11 | ||
| Item 1. | Legal Proceedings: | 11 | |
| Item 2. | Unregistered Sales Of Equity Securities | 11 | |
| Item 4. | Submission Of Matters To A Vote Security Holders: | 11 | |
| Item 5. | Other Information: | 11 | |
| Item 6. | Exhibits | 11 | |
| Item 7. | Signature | 11 | |
| 2 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements included herein have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the period presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in our audited financial statements filed therewith the U.S. Securities and Exchange Commission (SEC) on July 23, 2012 and can be found on the SEC website at www.sec.gov.
| 3 |
ENVIRO CLEANSE, INC.
(A Development Stage Company)
Condensed Financial Statements
(Expressed in US dollars)
November 30, 2013
(Unaudited)
November 30,2013 $ | May 31, 2013 $ | |
| (Unaudited) | (Audited) | |
| ASSETS | ||
Current Assets | ||
| Cash | 170 | 2,560 |
| Total Assets | 170 | 2,560 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
| Current Liabilities | ||
| Loan Payable - Stockholder | 5,800 | 3,500 |
| Accounts payable and accrued liabilities | 0 | 0 |
| Total Liabilities | 5,800 | 3,500 |
| STOCKHOLDERS’ DEFICIT | ||
| Common Stock | ||
| Authorized: 200,000,000 common shares with a par value of $0.001 per share | ||
| Issued and outstanding: 25,000,000 and 25,000,000 common shares, respectively | 25,000 | 25,000 |
| Additional paid-in capital | 0 | 0 |
| Accumulated deficit during the development stage | (30,630) | (25,940) |
| Total Stockholders’ Deficit | (5,630) | (940) |
| Total Liabilities and Stockholders’ Deficit | 170 | 2,560 |
| 4 |
ENVIRO CLEANSE, INC.
(A Development Stage Company)
Condensed Statement of Operations
(Unaudited)
For the Three Months Ended November 30, 2013 $ | For the Three Months Ended November 30, 2012 $ | For the Six Months Ended November 30, 2013 $ | For the Six Months Ended November 30, 2012 $ | Accumulated from April 17, 2012 (date of inception) to November 30, 2013 $ | ||||||
| Revenue | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
| Operating Expenses | ||||||||||
| Bank Fees | 43 | 45 | 56 | 81 | 537 | |||||
| Computer & Internet Expense | 0 | 0 | 0 | 0 | 9 | |||||
| Incorporation Fees | 0 | 0 | 0 | 0 | 273 | |||||
| Office & Operating Supplies | 23 | 114 | 34 | 114 | 534 | |||||
| Professional Fees | 700 | 9,700 | 4,600 | 12,450 | 29,277 | |||||
| Total Operating Expenses | 766 | 9,859 | 4,690 | 12,645 | 30,630 | |||||
| Loss from operations | (766) | (9,859) | (4,690) | (12,645) | (30,630) | |||||
| Other Income and Expense | 0 | 0 | 0 | 0 | 0 | |||||
| Net Loss | (766) | (9,859) | (4,690) | (12,645) | (30,630) | |||||
Net Loss per Share – Basic and Diluted | 0 | 0 |
0 |
0 | 0 | |||||
| Weighted Average Shares Outstanding – Basic and Diluted |
25,000,000 | 8,032,787 |
25,000,000 | 14,248,640 | ||||||
| 5 |
ENVIRO CLEANSE, INC.
(A Development Stage Company)
Condensed Statement of Cash Flows
(Unaudited)
For the Six Months Ended November 30, 2013 $ | From the Six Months Ended November 30, 2012 $ | Accumulated from April 17, 2012 (date of inception) to November 30, 2013 $ | ||
| Operating Activities | ||||
| Net (loss) for the period | (4,690) | (12,645) | (30,630) | |
| Changes in operating assets and liabilities: | ||||
| Accounts payable and accrued liabilities | 0 | 0 | 0 | |
| Net Cash Used In Operating Activities | (4,690) | (12,645) | (30,630) | |
Financing Activities
| ||||
| Loan Payable - Director | 2,300 | 0 | 5,800 | |
| Proceeds from sale of common stock | 0 | 0 | 25,000 | |
| Net Cash Provided by Financing Activities | 2,300 | 0 | 30,800 | |
| Cash increase (decrease) during the Period | (2,390) | (12,645) | 170 | |
| Cash – Beginning of Period | 2,560 | 23,680 | 0 | |
| Cash – End of Period | 170 | 11,035 | 170 | |
| Supplemental Disclosures | ||||
| Interest paid | 0 | 0 | 0 | |
| Income tax paid | 0 | 0 | 0 | |
| Non-Cash Activities | 0 | 0 | 0 | |
| 6 |
Enviro Cleanse Inc.
(A Development Stage Company)
Notes to The Financial Statements
November 30, 2013
1. ORGANIZATION AND BUSINESS OPERATIONS
Enviro Cleanse Inc. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on April 17, 2012. The Company is in the development stage as defined under Statement on Financial Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities.” The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. As of November 30, 2013 the Company has $170 in cash.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
b)Going Concern
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
c)Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
d)Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.
e)Foreign Currency Translation
The Company's functional currency and its reporting currency is the United States dollar.
f)Financial Instruments
The carrying value of the Company’s financial instruments approximates their fair value because of the short maturity of these instruments.
g)Stock-based Compensation
The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. To date, the Company has not adopted a stock option plan and has not granted any stock options.
h)Income Taxes
Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
i)Basic and Diluted Net Loss per Share
The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.
j)Fiscal Periods
The Company's fiscal year end is May 31.
| 7 |
3. COMMON STOCK
The authorized capital of the Company is 200,000,000 common shares with a par value of $ 0.001 per share.
During the period between April 2012 and May 2012, the Company issued 15,000,000 shares of common stock at a price of $0.001 per share for a value of $15,000 to Mi Ok Cho, its President. The Company relied on Section 4(2) of the Securities Act for this issuance.
During the period between April 2012 and May 2012, Company issued 10,000,000 shares of common stock under the private placements agreement to various investors at $0.001 per share. Company received a total of $10,000 net of offering proceeds.
There were no further issuances of stock as at November 30, 2013.
4. RELATED PARTY TRANSACTIONS
Mrs. Mi Ok Cho has advanced funds to the Company to pay any costs incurred by it. These funds are unsecured, non-interest bearing and due on demand. The balance due Mrs. Mi Ok Cho was $5,800 as on November 30, 2013.
5. INCOME TAXES
For the quarter ended November 30, 2013 and from inception (April 17, 2012) to November 30, 2013, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At November 30, 2013, the Company had approximately $30,630 of federal and state net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2032.
6. SUBSEQUENT EVENTS
We have evaluated subsequent events through the date of issuance of the financial statements, and did not have any material recognizable subsequent events.
| 8 |
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
This report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.
Business Overview
Enviro Cleanse Inc. is a newNevada-basedcompany developing a soil remediation business in the area of Fort McMurray, Alberta. Our mission is to become a soil remediation and site assessment firm in Fort McMurray and within a 20 mile radius. Our soil remediation firm is targeted towards Oil and Mining Operations, Municipalities, and Government Agencies looking for Soil Remediation and Land Reclamation Assessment Services. The principal customers for its services will be small to medium-sized companies working the western Canadian oil and gas sectors; drilling contractors, well operators, environmental and exploration companies.
The main market sectors we will penetrate are to offer soil remediation services to:
Core Product Offerings
We will have two main product revenue streams:
| 9 |
Liquidity and Capital Resources
Cash Flows
| ||||||
Six months ended | Six months ended November 30, 2012 | Since inception (April 17, 2012) to
| ||||
| Net Cash From Used in Operating Activities | $ | (4,690) | $ | (12,645) | $ | (30,630) |
| Net Cash Used From Sale of Common Stock | $ | 0 | $ | 0 | $ | 25,000 |
| Net Cash From Financing Activities | $ | 2,300 | $ | 0 | $ | 5,800 |
| Net Increase (Decrease) in Cash During the Period | $ | (2,390) | $ | (12,645) | $ | 170 |
Through November 30, 2013, the Company had not carried on any significant operations and had not generated any significant revenues. The Company has incurred losses since inception aggregating $30,630. We currently have minimal cash reserves. To date, the Company has covered operating deficits primarily through its financing activities. Accordingly, our ability to pursue our plan of operations is contingent on our being able to obtain funding for the development, marketing and commercialization of our products and services. However, as a result of its lack of operating success, the Company may not be able to raise additional financing to cover operating deficits.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has accumulated deficit since inception (April 17, 2012) to the quarter ended November 30, 2013 and is dependent on its ability to raise capital from shareholders or other sources to sustain operations. However, these conditions raise substantial doubt about 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.
Results of Operations for the Three Months Ended November 30, 2013 and 2012
Revenues
Revenues for the three months ended November 30, 2013, and November 30, 2012 were $0 and $0, respectively.
Net Loss
For the three months ended November 30, 2013 and November 30, 2012 we incurred net losses of $766 and $9,859, respectively.
Expenses
Our total expenses for the three months ended November 30, 2013 were $766 which consisted of $700 of professional fees and $66 of general and administrative expenses. Our general and administrative expenses consist of bank charges, phone and postage expenses, and other miscellaneous expenses. Since inception (April 17, 2012) to November 30, 2013, we incurred total expenses of $30,630, which consisted of $29,277 of professional fees and $1,353 of general and administrative expenses.
Inflation
The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.
Off-Balance Sheet Arrangements
As of November 30, 2013, we had no off balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
| 10 |
ITEM 4T. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), 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 Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our sole officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our sole officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2013. Based on the evaluation of these disclosure controls and procedures, our sole officer concluded that our disclosure controls and procedures are ineffective.
Changes in internal controls
There were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act, during the quarter ended November 30, 2013 that have materially affected, or are reasonably likely to materially affect, our 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 or any other party 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. Management is not aware of any other legal proceedings that have been threatened against us.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
N/A.
ITEM 5. OTHER INFORMATION
None.
| Exhibit | Exhibit |
| Number | Description |
| 31.1 | Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| EX-101.INS | XBRL Instance Document |
| EX-101.SCH | XBRL Taxonomy Extension Schema |
| EX-101.CAL | XBRL Taxonomy Extension Calculation Linkbase |
| EX-101.LAB | XBRL Taxonomy Extension Label Linkbase |
| EX-101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
| EX-101.DEF | XBRL Taxonomy Extension Definition Linkbase |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: January 13, 2014
| /s/Mi Ok Cho | |||
| Mi Ok Cho | |||
Chief Executive Officer, Chief Financial Officer, President, Treasurer and Director | |||
