Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
(__) Yes (X) No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $0.00
Note.—If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
The number of shares outstanding of the issuer’s Common Stock, $0.0001 par value, as of March 7, 2016 was 85,281,633 shares
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the documents is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980)
NONE
2
ADVANCED ENVIRONMENTAL PETROLEUM PRODUCERS INC.
f/k/a
Electric Vehicle Research Corporation
ANNUAL REPORT ON FORM 10 K
Fiscal Year Ended December 31, 2015
INDEX
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| Page |
Special Note Regarding Forward Looking Statements | 4 |
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PART I |
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Item 1. Business | 4 |
Item 1A. Risk Factors | 6 |
Item 1B. Unresolved Staff Comments | 6 |
Item 2. Properties | 6 |
Item 3. Legal Proceedings | 6 |
Item 4. Mine Safety Disclosures | 6 |
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PART II |
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 6 |
Item 6. Selected Financial Data | 8 |
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 8 |
Item 7A. Quantitative and Qualitative Disclosure About Market Risk | 11 |
Item 8. Financial Statements and Supplementary Data | 12 |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 12 |
Item 9A. Controls and Procedures | 12 |
Item 9B. Other Information | 13 |
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PART III |
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Item 10. Directors, Executive Officers and Corporate Governance | 13 |
Item 11. Executive Compensation | 15 |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 16 |
Item 13. Certain Relationships and Related Transactions, and Director Independence | 16 |
Item 14. Principal Accounting Fees and Services | 17 |
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PART IV |
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Item 15. Exhibits, Financial Statement Schedule | 17 |
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Signatures | 18 |
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3
Special Note Regarding Forward Looking Statements.
This annual report on Form 10-K of Advanced Environmental Petroleum Producers Inc. f/k/a Electric Vehicle Research Corporation for the year ended December 31, 2015 contains certain 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, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward looking statements which, by definition involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward looking statements. Where in any forward looking statements, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.
The following are factors that could cause actual results or events to differ materially from those anticipated, and include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the cost and effects of legal proceedings.
You should not rely on forward looking statements in this annual report. This annual report contains forward looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward looking statements, which apply only as of the date of this annual report. Our actual results could differ materially from those anticipated in these forward-looking statements.
PART I
Item 1. Business
Advanced Environmental Petroleum Producers Inc. f/k/a Electric Vehicle Research Corporation (hereinafter “AEPP”) is a company incorporated in the State of Florida in June 2013. We were formed as a consultant to the electric vehicle research and technologies industry. The electric vehicle research and technologies industry is subject to constant change due to market trends, thereby making it extremely competitive. The electric vehicle research and technologies industry is complex, because several segments are regulated by both federal and state governments. AEPP’s approach assists general business operations with the growth and development, international expansion and marketing aspects of their business, allowing our potential customers to focus on the business aspects of operations. By using the services provided by AEPP, our clients are free to focus on compliance with regulations within their industry, and to complete their primary business goals.
Advanced Environmental Petroleum Producers Inc. focuses on three main aspects of the consulting business: operations management, international expansion strategy and marketing. Assisting business owners to build strong relationships with their vendors, partners and contractors will allow our client companies to add business stability through retention of key personnel, project success and brand sustainability.
Our programs will be tailored to meet the needs and requests of our clients. We will assist our clients with growth by increasing their customer base and assisting their operations and growth management in new markets.
We will provide customized business strategies, based upon client preference, which may include any or all of the following:
·
International and domestic corporate development strategies,
·
Strategic and financial partnering,
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Project Management,
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Seminars and Special Events; and,
·
Marketing.
The company has consulted on a number of projects on a pro-bono basis to establish a strong corporate history toward obtaining a strong paying client base. The rate charged for our services will be dependent upon the level of consulting services the
4
client company is interested in utilizing and the complexity of the client company business. AEPP consulting fees will be negotiated and established based upon factors such as the level of services requested by the client.
Thus far we have marketed our services primarily to electric vehicle research and “green" technology, renewable energy, companies located in the United States of America (the “U.S.”). AEPP has been doing business since inception, June 2013. Originally formed to do any and all legal business, the intent of the corporation was to specialize in corporate development and growth management consultation. ANDREW S. MYNHEER, our president has been involved in the company since inception and is the founder. We focus on geographic areas, projects and budget levels where we believe there are significant demand for our services and the potential for attractive returns to our company and investors. We do not consider our company to be a “blank check company” as such term is defined in Securities and Exchange Commission Rule 419; however, we are a company with minimal revenues and limited operations and our auditor has expressed substantial doubt about our ability to continue as a going concern.The company is not a “blank-check company” and is not being formed for the purposes of a reverse merger or any other like transaction. The company has no present plans to be acquired or to merge with another company nor does the company, nor any of its shareholders, have plans to enter into a change of control or similar transaction The company does now and will continue to operate as an advisory company, on a fee-based compensation basis, for independent clients requiring our expertise, experience and international contact networks. Any acquisitions that the company may make in the future, would be of companies similar in nature to our own, operating in similar or complementary industry segments or geographic location; that would provide AEPP with new growth opportunities or competitive advantage. However, even though our business plan does contemplate potential growth through the acquisition of specialty service providers and other independent consulting services companies that would complement our business plan we are first and foremost a business consulting companyAEPP anticipates growth through the consolidation of consulting service providers, proprietary processes and small to mid-sized independent management consulting companies that operate in related industries.Our management has designed an aggressive but straightforward strategy to transition AEPP to afull serviceindependentconsultant to the electric vehicle research and technologies industry solutions providerin addition to our consulting with minimal risk to the existing operation.
We believe that our conduct to date evidences significant, bona fide business operations and a scenario that is wholly inapposite to anyattempt to create the mere appearance of a specific business plan and effort to avoid the application of Rule 419.
The Company is focused on addressing areas of business, which concentrate on new technological and engineering concepts relating to electric vehicle development and those related components that assist in advancing the electric vehicle industry. These include:
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Advancement of Brushless DC & AC Motor design (more powerful);
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Advance new ideas of liquid cooling for all Motors;
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New Multi-motor concepts for optimum performance and recharge;
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Small, Hi-energy cost effective battery packs;
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Electronic Variable Gearbox introduction (Digitally Controlled) to optimize power;
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Introduction of pure composite sub-construction and manufacture;
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Range Extender (Gen-set) new ’green’ design (non polluting), and;
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New Air Engine/Motor Design, prototyping and manufacture.
The founders of Advanced Environmental Petroleum Producers Inc. have extensive experience in both the technical development and production processes aspects associated with this industry, and for this reason, we intend to provide the following technical advice services, on a contractual basis, to manufacturers of electric vehicles and related technologies to include but not be limited to:
1.
New Liquid Cooling of DC and AC Motor Design Casings
2.
Compressed Air New Motor Design
3.
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Electronic Tiptronic Differential adaption
4.
Automatous Vehicle adaption to EVs
5.
Engineering artwork, design and construction from drawing board
6.
Assist in pattern making of prototypes through to development pre-production vehicle including all fabrication and engineering and tooling designs, commercial ‘Plugs’ and production molds
7.
Work included Alloy and Composite materials
8.
Set up mail order division and include all packing
(a)
Reports to security holders.
(1)
The Company is not required to deliver an annual report to security holders and at this time does not anticipate the distribution of any such report.
(2)
The Company will file reports with the SEC. The Company will be a reporting company and will comply with the requirements of the Exchange Act.
(3)
The public may read and copy any materials the Company files with the SEC in the SEC’s Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found athttp://www.sec.gov.
Item 1A. Risk Factors
Because we are a Smaller Reporting Company, we are not required to provide the information required by this item.
Item 1B. Unresolved Staff Comments
NONE
Item 2. Properties
We do not own any real property. Our offices are currently located at 8309 Mount Logan Court, Las Vegas, Nevada 89131. We do not believe that we will need to obtain additional office space at any time in the foreseeable future, approximately 6 months, until our business plan is more fully implemented. As a result of our method of operations and business plan, we do not require personnel other than Mr. MYNHEER, Chief Executive Officer and Director, to conduct our business. In the future, we anticipate requiring additional office space and additional personnel; however, it is unknown at this time how much space or how many individuals will be required.
Item 3. Legal Proceedings
We are not currently a party to any legal proceedings nor are any contemplated by us at this time.
Item 4. Mine Safety Disclosures
NOT APPLICABLE.
PART II.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
There is presently no public market for our common stock. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. A purchaser of shares may, therefore, find it difficult to resell our securities offered herein should he or she desire to do so when eligible for public resale
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Holders
On December 31, 2015 there were 87 shareholders of record of our common stock. There are 80,331,633 shares of our Common Stock issued and outstanding.
Dividends
Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, that our Board of Directors may deem relevant.
Recent Sales of Unregistered Securities
Set forth below is information regarding the issuance and sales of Advanced Environmental Petroleum Producers Inc., Inc. common stock without registration during the last four years. No sales involved the use of an underwriter and no commissions were paid in connection with the sale of any securities. The following securities of Advanced Environmental Petroleum Producers Inc., Inc. were issued by Advanced Environmental Petroleum Producers Inc., Inc. within the past four (4) years and were not registered under the Securities Act of 1933: The shares of our common stock were issued pursuant to Section 4(2) of the Securities Act of 1933 and the exempt transaction provisions of applicable state law. All shareholders in our Section 4(2) offering are sophisticated investors who are personally known by our president, ANDREW S. MYNHEER. Each shareholder had sufficient knowledge and experience in finance and business matters to evaluate the risks and merits of the investment or was otherwise able to bear the economic risks of an investment in our company. Additionally, each shareholder was provided with access to the type of information about our company that would normally be provided in a prospectus. Finally, the shareholders agreed not to resell or distribute the securities to the public and were aware that each certificate representing shares of our common stock would bear a restrictive transfer legend to prevent any unauthorized distribution.
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| Name of Stockholder | Shares Received | Date Shares Sold | Consideration |
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* | Jenkin Wong | 6 | February 10, 2014 | $5,000 |
* | Emmy Shu Ying | 10 | May 23, 2014 | $7,500 |
* | David Henkel | 6 | June 11, 2014 | $5,000 |
* | Jenkin Wong | 6 | July 22, 2014 | $5,000 |
* | Allen Wong | 10 | August 31, 2014 | $7,500 |
* | Soellingen Advisory Group | 300 | September 25, 2014 | $42,000 |
* | Soellingen Advisory Group | 500 | September 25, 2014 | $25,000 |
* | Wei Peng Zhuang | 103 | November 28, 2014 | $51,800 |
* | Andrew S. Mynheer | 15,000 | June 14, 2013 | Services |
* | Christopher J. Mynheer | 15,000 | June 14, 2013 | Services |
| Theresa Kearl | 3,500,000 | November 9, 2015 | 17,500 |
| Devin Kyle Lavalle | 3,000,000 | November 9, 2015 | 15,000 |
| Shivon Michelle Lavalle | 1,000,000 | November 9, 2015 | 5,000 |
| New Opportunity Business Solutions, Inc. | 7,200,000 | November 19, 2015 | 36,000 |
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*Shares are reflective of one for one thousand (1:1,000) reverse split, effective October 13, 2015. |
7
Item 6. Selected Financial Data
The registrant qualifies as a smaller reporting company, as defined by Rule 229.10(f)(1) and is not required to provide the information required by this Item.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Special Note Regarding Forward Looking Statements.
This quarterly report on Form 10-Q of Advanced Environmental Petroleum Producers Inc., f/k/a, Electric Vehicle Research Corporation for the period ended December 31, 2015 contains certain 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, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward looking statements which, by definition involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward looking statements. Where in any forward looking statements, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.
The following are factors that could cause actual results or events to differ materially from those anticipated, and include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the cost and effects of legal proceedings.
You should not rely on forward looking statements in this annual report. This annual report contains forward looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward looking statements, which apply only as of the date of this annual report. Our actual results could differ materially from those anticipated in these forward-looking statements.
Our Business Overview
Advanced Environmental Petroleum Producers Inc., f/k/a, Electric Vehicle Research Corporation, Inc. (“AEPP”), a Florida corporation, (the "Company") provides consulting services primarily to independent business owners and other market participants located in California, the Southeast and Midwest of the United States of America (the “U.S.”). Historically, we conducted initial marketing and sales activities to take advantage of opportunities related to time, location and quality of business operations. We have conducted our operations primarily in industry/incentive friendly regions of The United States of America.
Other consultancy companies have been concentrating on either infrastructure or specific areas of business such as battery technology and sourcing. Although this is important one has to appreciate that the overall business of electric vehicles and their implementation is considerably more complex than just specific areas where many of these companies aim to cover. The whole business has to be looked at from the ground up, from actual vehicle design, development, which then is mated to a successful power train package along with effective on-board battery and charging technologies. These overall packages will be a much more coherent way of conducting business as the packaging of complete systems mated to a successful vehicle design is key to its eventual uptake in the future along with infrastructural changes needed to both be safe and charge quickly and cost effectively.
Plan of Operation
Our plan of operation for the next twelve months will be to expand our client base. We market our consulting services to small and medium size businesses. As we continue to grow we will need to raise additional funds. We do anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital.
We do not have need for the purchase of any property or equipment at this time. AEPP will not have any significant changes in the current number of employees.
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The electric vehicle industry is a vast (and growing) global market. The key factors supporting this growth and opportunity include:
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New ideas of advancement can be patented and potentially sold for profit
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New ideas would be patented creating corporate intellectual property (I.P)
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Fastest growing sector of the (electric) Automotive Industry
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Global out-reach and demand for green technologies
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Fast growing International Commercial Vehicle Sector
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The potential for both long and short-term gains
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Massive International trade
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International grants and funding also available
The founders of Advanced Environmental Petroleum Producers Inc., f/k/a, Electric Vehicle Research Corporation have extensive experience in both the technical development and production processes aspects associated with this industry, and intend on providing these services, on a contract basis, to manufacturers of electric vehicles and related technologies.
Our directors have agreed to continue to fund our operations as needed over the next 12 months until cash flows are sufficient to sustain operations. Pursuant to the agreement it is binding on our CEO and he has agreed to only the return of his capital with no interest or other consideration. Thus far there has not been any need for funds provided by our CEO. In addition, our Plan of Operation for the next twelve months is to raise capital to continue to expand our operations. Although we are not presently engaged in any capital raising activities, we anticipate that we may engage in one or more private offerings of our company’s securities after the completion of this offering. We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct another private offering under Section 4(2) of the Securities Act of 1933. See “Note 2 – Going Concern” in our financial statements for additional information as to the possibility that we may not be able to continue as a “going concern.”
Consulting Relationship
New Opportunity Business Solutions, Inc., (NOBS) is a non-related entity that provides consulting services to our Company. AEPP is a client of New Opportunity Business Solutions, Inc. The original amount of the note payable was $199,800. The note states a 10% interest rate. The note is as support for the consulting fee which was owed by AEPP but not paid as required. The principal balance at December 31, 2015 and 2014 are $126,300 and $199,800, respectively. Accrued interest at December 31, 2015 and 2014 was $50, 324 and $31,080, respectively.
New Opportunity Business Solutions, Inc. the Consultant, shall serve generally, on a non-exclusive basis, as a corporate consultant. New Opportunity Business Solutions, Inc. assisted with the filing of an S-1 Registration statement with the Securities Exchange Commission and any required amendments thereafter, prepared and assisted with the filing of a 15c211 with the Financial Investment Regulatory Authority (FINRA) and any required amendments thereafter, and those other filings that shall, from time to time, be required, to successfully obtain a quotation of the Company's common shares on the OTC Bulletin Board and obtain trading thereupon. NOBS will also assist AEPP in preparation of annual 10K and quarterly 10Q statements for review by a PCAOB accountant and the Company's SEC counsel, and assisting in timely EDGAR filing of 10K and 10Q's with the SEC.
Implications of Being an Emerging Growth Company
We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:
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| • | | A requirement to have only two years of audited financial statements and only two years of related MD&A; |
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| • | | Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002; |
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| • | | Reduced disclosure about the emerging growth company’s executive compensation arrangements; and |
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| • | | No non-binding advisory votes on executive compensation or golden parachute arrangements. |
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We have already taken advantage of these reduced reporting burdens in this Form 10-Q, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. We are choosing to utilize the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act. This election allows our Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.
We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
We are a reporting company and file all reports required under sections 13 and 15d of the Exchange Act.
Critical Accounting Policies
We prepare our condensed financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our condensed financial statements.
While we believe that the historical experience, current trends and other factors considered support the preparation of our condensed financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.
Results of Operations for the years ended December 31, 2015 and 2014.
Revenues
Consulting income. Total consulting income for the years ended December 31, 2015 and 2014 was $0 and $19,815, respectively. The decrease was the result of a consulting contract for converting an automobile over to electric. The contract work was completed in April of 2014. The Company has not secured any additional clients or contracts as of December 31, 2015.
Operating Expenses
Total Expenses. Total expenses, including interest expense for the years ending December 31, 2015 and 2014 was $78,202 and $277,788, respectively. Total expenses consisted of professional fees of $47,385 and $189,769, respectively; selling, general and administrative of $8,604 and $46,847, respectively; research and development of $2,969 and $20,915, respectively; and interest expense of $19,244 and $20,257, respectively. The decrease in total expenses were primarily due to the completion of the S1 registration process.
Financial Condition
Total Assets. Total assets were $3,502 and $17,454 at December 31, 2015 and December 31, 2014, respectively. Total assets at December 31, 2015 and December 31, 2014 consisted of cash of $0 and $15,454, respectively; prepaid expense of $0 and $2,000, respectively and intangible assets of $3,502 and $0, respectively. The decrease in total assets was due to no revenues or proceeds from sale of common stock for the period ending December 31, 2015.
Total Liabilities. Total liabilities were $304,323 and $313,573 at December 31, 2015 and December 31, 2014, respectively. Total liabilities at December 31, 2015 and December 31, 2014 consisted of accounts payable of $127,699 and $82,693, respectively; notes payable of $126,300 and $199,800, respectively and accrued interest of $50,324 and $31,080, respectively. Total liabilities were
10
primarily due to the promissory note related to consulting contracts and a payable associated with the preparation of the S1 registration statement.
Liquidity and Capital Resources
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.
The Company sustained a net loss for the years ended December 31, 2015 and 2014 of $78,202 and $257,973, respectively. The Company has an accumulated loss of $560,721 as of December 31, 2015. Because of the absence of positive cash flows from operations, the Company will require additional funding for continuing the development and marketing of services. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
We are presently unable to meet our obligations as they come due. At December 31, 2015 we had working capital deficit of $300,821. Our working capital deficit is due to the results of operations.
Net cash used in operating activities for the years ending December 31, 2015 and 2014 was ($11,952) and ($66,423), respectively. Net cash used in operating activities included our net loss, prepaid expense, accounts payable and accrued interest.
Net cash used in investing activities for the years ending December 31, 2015 and 2014 was ($3,502) and $0, respectively. Net cash used in investing activities included the development of intangible assets.
Net cash provided by financing activities for the years ending December 31, 2015 and 2014 was $0 and $81,800, respectively. Net cash provided by financing activities is from the issuance and proceeds of stock sales.
We anticipate that our future liquidity requirements will arise from the need to fund our growth from operations, pay current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from the private sources and/or debt financing. However, we can provide no assurances that we will be able to generate sufficient cash flow from operations and/or obtain additional financing on terms satisfactory to us, if at all, to remain a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability. Our Plan of Operation for the next twelve months is to raise capital to continue to expand our operations. Although we are not presently engaged in any capital raising activities, we anticipate that we may engage in one or more private offering of our company’s securities after the completion of this offering. We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct another private offering under Section 4(2) of the Securities Act of 1933. See “Note 2 – Going Concern” in our financial statements for additional information as to the possibility that we may not be able to continue as a “going concern.”
We are not aware of any trends or known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in material increases or decreases in liquidity.
Capital Resources.
We had no material commitments for capital expenditures as of December 31, 2015.
Off-Balance Sheet Arrangements
We have made no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
The registrant qualifies as a smaller reporting company, as defined by Rule 229.10(f)(1) and is not required to provide the information required by this Item.
11
Item 8. Financial Statements and Supplementary Data
The report of the independent registered public accounting firm and the financial statements listed on the accompanying index at page F-1 of this report are filed as part of this report and incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
We did not have any disagreements on accounting and financial disclosure with our accounting firm during the reporting period.
Item 9A. Controls and Procedures
(a) Management’s Annual Report on Internal Control over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Principal Executive Officer and Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with the U.S. generally accepted accounting principles.
As of December 31, 2015, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934. Based on this evaluation, management concluded that our financial disclosure controls and procedures were not effective so as to timely identify, correct and disclose information required to be included on our Securities and Exchange Commission (“SEC”) reports due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.
As of December 31, 2015, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our internal control over financial reporting, as defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control describedInternal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was not effective so as to timely identify, correct and disclose information required to be included on our Securities and Exchange Commission (“SEC”) reports due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.
The management including its Principal Executive Officer and Principal Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls over financial reporting will prevent all error and all fraud. A control system no matter how well conceived and operated, can provide only reasonable not absolute assurance that the objectives of the control system are met. Further, the design of control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any within the Company have been detected.
This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report.
This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of this section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
(b) Change in Internal Control Over Financial Reporting
We have not made any significant changes to our internal controls subsequent to the Evaluation Date. We have not identified any significant deficiencies or material weaknesses or other factors that could significantly affect these controls, and therefore, no corrective action was taken.
12
Item 9B. Other Information
NONE
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Directors and Executive Officers
The names and ages of our directors and executive officers are set forth below. Our By Laws provide for not less than one and not more than fifteen directors. All directors are elected annually by the stockholders to serve until the next annual meeting of the stockholders and until their successors are duly elected and qualified.
| | |
Name | Age | Position |
ANDREW S. MYNHEER | 54 | CEO & President, Director |
CHRISTOPHER J. MYNHEER | 58 | Director |
ANDREW S. MYNHEER-Chief Executive Officer, President and Director
From June 13, 2013 through the present Mr. Andrew S. Mynheer has been the Chief Executive Officer of Advanced Environmental Petroleum Producers Inc., Inc. Mr. Andrew Mynheer, a born entrepreneur, was born and educated in Oxford, England. Initially trained in both design and management for the motor trade, with over 25 years’ experience. Early days in the automotive sector from mechanical training to technical and managerial courses in both the United Kingdom and North America proved invaluable and set the tone for the following decades. Mr. Mynheer then operated several design companies successfully and sold to larger organizations. This experience has given him a clear direction with all-round business experience to foresee potential business problems. Also, being able to cater for short and long term planning including day-to-day running is a real advantage with his extensive hands on approach.
A natural business developer with a strong leadership skills and engineering bias to new designs and techniques, which has seen patents to his name in both disability and automotive sectors.
His extensive experience in start-ups from ground up, to the eventual selling of companies. A 25 year experience of business acumen along with a clear direction for new ideas and business has proved invaluable to the success in Europe and now looks to achieve the same goal here in North America. An ability to work with other specialists in advanced fields such as the Electric Vehicle Industry will see a fast growth over the next 10-20 years globally and now is the time for new ideas to be developed for eventual mass markets.
The past decade has seen Andrew concentrate his skill set in being both CEO of companies in the design and development of new electronic and engineering projects specializing in the automotive sector and in particularly full electric vehicles. The design and construction of the next generation vehicles will see vast changes with the new technologies and composite processes to be used in prototype and eventual production. The vision and foresight to undertake these new design processes and specialized skill set will be offered to external companies where advice with experience can be given.
CHRISTOPHER J. MYNHEER –Director
From June 13, 2013 through the present Mr. Christopher J. Mynheer has been a director of Advanced Environmental Petroleum Producers Inc., Inc. Mr. Christopher Mynheer, Designer Artist, was born and educated in Oxford and London England. Trained in both art and design as visionary and storyboard artist with over 30 years’ experience. Having served as Director in his previous employment gives him the experience and knowledge that the company needs in a director. His leadership will serve as an asset to the company's Board of Directors.
Early days in the automotive sector from pattern making to production and managerial courses in both the United Kingdom and North America proved invaluable and set the tone for the following decades. This has given him a clear direction as to be able to
13
be adaptable to current design philosophies, mechanical and also electrical. Also, being studio manager in charge of fifteen people to design and create work by extreme deadline has given me a good working knowledge of people management as regards work ethics and personalities.
His extensive experience in start-ups from ground up, to the eventual selling of companies.A 30 year experience of business acumen along with a clear direction for new ideas and business has proved invaluable to the success in Europe and now looks to achieve the same goal here in North America. An ability to work with other specialists in advanced fields such as the Electric Vehicle Industry will see a fast growth over the next 10-20 years globally and now is the time for new ideas to be developed for eventual mass markets. The past decade has seen Christopher concentrate his skills set in being both designer in many companies and development of new electronic and engineering projects specializing in the automotive sector. The design and construction of the next generation vehicles will see vast changes with the new technologies and composite processes to be used in prototype and eventual production. The vision and foresight to undertake these new design processes and specialized skill set will be offered to external companies where advice with experience can be given.
Beyond the general running of the businesses, he has undertaken in building one off custom hotrods and also a line of composite furniture.
We believe that Messer's Mynheer’s experience in the automotive industry as well as the managerial skills they developed during such tenure provide ample qualification for them to serve as officers and directors for our Company.
Family Relationships: Messer’s Mynheer are brothers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, except as set forth herein, none of the directors or director designees to our knowledge has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.
The Board of Directors acts as the Audit Committee, and the Board has no separates committees. The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such expert. The Company intends to continue to search for a qualified individual for hire.
Code of Ethics.
We previously adopted a Code of Ethics that was attached as an exhibit to our Form S-1 filed with the SEC on November 19, 2013.
Meetings and Committees of the Board of Directors
We do not have a nominating committee of the Board of Directors, or any committee performing similar functions. Nominees for election as a director are selected by the Board of Directors.
We do not yet have an audit committee or an audit committee financial expert. We expect to form such a committee composed of our non-employee directors. We may in the future attempt to add a qualified board member to serve as an audit committee financial expert in the future, subject to our ability to locate and compensate such a person. Despite the lack of an audit committee, those members of the board of directors that would otherwise be on our audit committee will continue to analyze and investigate our actual and potential businesses prospects as members of our board of directors. Furthermore, our entire board of directors is aware of the importance of the financial and accounting due diligence that must be undertaken in furtherance of our business and they intend to conduct a comprehensive accounting financial analysis of the Company’s business.
Compensation Committee Interlocks and Insider Participation
As of December 31, 2015 our Board of Directors consisted of Messer’s Mynheer. At present, the Board of Directors has not established any committees.
14
Director Compensation
There are currently no compensation arrangements in place for members of the Board of Directors.
Item 11. Executive Compensation
The following table sets forth information concerning the annual and long term compensation of our Chief Executive Officer, and the executive officers who served at the end of the fiscal year December 31, 2015, for services rendered in all capacities to us. The listed individuals shall hereinafter be referred to as the “Named Executive Officers.” Currently, we have no employment agreements with any of our Directors or Officers. All of our directors are unpaid. Compensation for the future will be determined when and if additional funding is obtained.
Summary Compensation Table - Officers
F-6
ADVANCED ENVIRONMENTAL PETROLEUM PRODUCERS INC.
f/k/a Electric Vehicle Research Corporation
Notes to The Financial Statements
NOTE 1. NATURE OF BUSINESS
ORGANIZATION
Advanced Environmental Petroleum Producers Inc., f/k/a Electric Vehicle Research Corporation (hereinafter “AEPP”) is a company incorporated in the State of Florida in June 2013. We were formed as a consultant to the electric vehicle research and technologies industry. The electric vehicle research and technologies industry is subject to constant change due to market trends, thereby making it extremely competitive. The electric vehicle research and technologies industry is complex, because several segments are regulated by both federal and state governments. AEPP’s approach assists general business operations with the growth and development, international expansion and marketing aspects of their business, allowing our potential customers to focus on the business aspects of operations. By using the services provided by AEPP, our clients are free to focus on compliance with regulations within their industry, and to complete their primary business goals.
NOTE 2. GOING CONCERN
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.
There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which require 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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
RECLASSIFICATION
Certain reclassifications have been made to the prior period financial statement to conform to the current period presentation. The reclassifications had no effect on reported losses.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. Cash and cash equivalents totaled $0 at December 31, 2015 and $15,454 at December 31, 2014.
CASH FLOWS REPORTING
The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency
F-7
ADVANCED ENVIRONMENTAL PETROLEUM PRODUCERS INC.
f/k/a Electric Vehicle Research Corporation
Notes to The Financial Statements
equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.
FINANCIAL INSTRUMENTS
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
ASC 820,Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
·
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities
·
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
·
Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2015 and December 31, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
INTANGIBLE ASSETS
The Company is in the process of applying for patent protection for its products and technologies. The Company has applied the provision of ASC topic 350 – Intangible – goodwill and other, in accounting for its intangible assets. Due to the early stages of the process the Company has not capitalized the full cost of the provisional patent application process. Therefore, Intangible assets are currently not being amortized. As of December 31, 2015and 2014 Intangible assets totaled $3,502 and $3,502, respectively.
REVENUE RECOGNITION
The Company follows ASC 605,Revenue Recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
The Company derives revenue from consulting arrangements with clients. Revenue is generated by hourly fee structure or fixed contract costs, based on expected time to complete, additionally, costs incurred may be billed, as defined by the contractual arrangements.
CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS
As of December 31, 2015 the Company’s revenue was $-0-. As of December 31, 2014 the Company derived 100% of its revenue, $19,815, from one customer.
RESEARCH AND DEVELOPMENT
The Company expenses research and development costs when incurred. Research and development costs include engineering and testing of product and outputs. Indirect costs related to research and developments are allocated based on percentage usage to the
F-8
ADVANCED ENVIRONMENTAL PETROLEUM PRODUCERS INC.
f/k/a Electric Vehicle Research Corporation
Notes to The Financial Statements
research and development. We spent $2,969 in research and development costs for the year ending December 31, 2015 and $20,915 for the Year ending December 31, 2014.
DEFERRED INCOME TAXES AND VALUATION ALLOWANCE
The Company accounts for income taxes under ASC 740,Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of December 31, 2015 or December 31, 2014.
NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) per share is calculated in accordance with ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.
Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at December 31, 2015 and December 31, 2014. As of December 31, 2015, the Company had no dilutive potential common shares.
RECENT ACCOUNTING PRONOUNCEMENTS
Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™(“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future financial statements.
We have reviewed the FASB issued Accounting Standard Update (“ASU 2014-10”) and have applied the standard as of the dates during the periods reported.
We have reviewed the FASB issued Accounting Standard Update (“ASU 2014-09”). The Company does not believe that the new or modified principal will not have a material effect on these financial statements.
We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.
NOTE 4. INCOME TAXES
At December 31, 2015, the Company had a net operating loss carry–forward for Federal income tax purposes of approximately $560,000 that may be offset against future taxable income through 2033 No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets calculated at the effective rates note below, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by the valuation allowance.
Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.
The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 34% and State tax rate of 3.6% to income before taxes), as follows:
| | | | |
For the Year Ended December 31, |
| 2015 |
| 2014 |
Tax expense (benefit) at the statutory rate | $ | (27,000) | $ | (88,000) |
State income taxes, net of federal income tax benefit |
| (3,000) |
| (9,000) |
Change in valuation allowance |
| 30,000 |
| 97,000 |
Total | $ | --- | $ | --- |
The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
For the year ended December 31, 2015 and 2014, the Company has net operating losses from operations. The carry forwards expire through the year 2033. The Company’s net operating loss carry forward may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. A valuation allowance has been applied due to the uncertainty of realization.
The Company’s net deferred tax asset as of December 31, 2015 and December 31, 2014 is as follows:
| | | | |
|
| December 31, 2015 |
| December 31, 2014 |
Deferred tax assets | $ | 211,000 | $ | 181,000 |
Valuation allowance |
| (211,000) |
| (181,000) |
Net deferred tax asset | $ | --- | $ | --- |
The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for the period from inception ended December 31, 2013 through the year ended December 31, 2015. The Company recognizes interest and penalties related to income taxes in income tax expense. The Company had incurred no penalties and interest for the period from inception ended December 31, 2013 through the year ended December 31, 2015. The open tax years are 2013, 2014 and 2015.
NOTE 5. SHAREHOLDERS’ EQUITY
The Company, through approval of its Board of Directors, authorized common shares of 500,000,000 with a par value of $0.0001.
On September 10, 2015, the majority shareholders of the Company approved a reverse stock split of one for 1,000 (1:1000) of the Company's total issued and outstanding shares of common stock. Pursuant to the Company's Bylaws and the Florida Division of Corporations, a vote by the holders of at least a majority of the Company’s outstanding votes is required to effect the Stock Split. The Company’s articles of incorporation do not authorize cumulative voting. As of the record date of September 10, 2015, the Company had 31,635,598 voting shares of common stock issued and outstanding. The consenting stockholders of the shares of common stock are entitled to 30,000,000 votes, which represents approximately 99% of the voting rights associated with the Company’s shares of common stock. The consenting stockholders voted in favor of the Stock Split by unanimous written consent dated September 10, 2015.
On October 9, 2015 FINRA approved the stock split to be effective October 13, 2015 and filed with the Securities and Exchange Commission on October 16, 2015.
COMMON STOCK
During the month of February, 2014 the Company sold 6 share to 1 shareholder via subscription at a value of $0.75 per share for cash totaling $5,000
F-10
ADVANCED ENVIRONMENTAL PETROLEUM PRODUCERS INC.
f/k/a Electric Vehicle Research Corporation
Notes to The Financial Statements
During the month of May, 2014 the Company sold 10 share to 1 shareholder via subscription at a value of $750.00 per share for cash totaling $7,500
During the month of June, 2014 the Company sold 6 share to 1 shareholder via subscription at a value of $833.33 per share for cash totaling $5,000
During the month of July, 2014 the Company sold 6 share to 1 shareholder via subscription at a value of $833.33 per share for cash totaling $5,000
During the month of August, 2014 the Company sold 10 share to 1 shareholder via subscription at a value of $750.00 per share for cash totaling $7,500
During the month of September, 2014 the Company issued 300 share to 1 shareholder via subscription at a value of $140.00 per share for the extinguishment of accounts payable totaling $42,000
During the month of November, 2014 the Company sold 104 share to 1 shareholder via subscription at a value of $498.07 per share for cash totaling $51,800
On October 24, 2015 the Company announced that it had entered into an agreement to acquire 100% of the issued and outstanding shares of 1923285 Alberta Ltd (Alberta) for 65,600,000 shares of the Company’s common stock. Both the Company’s 65,600,000 and 100% of the issued and outstanding Alberta shares will be held in escrow until Alberta provided the Company with firstly, required audited financial statements and the Company has completed its due diligence.
On November 6, 2015 the Company issued 7,500,000 shares of common stock to several non-related parties in exchange for the extinguishment of $37,500 of notes payable. The shares were issued at $0.005 per share.
On November 19, 2015 the Company issued 7,200,000 shares of common stock to a non-related party in exchange for the extinguishment of $36,000 of notes payable. The shares were issued at $0.005 per share.
There were 80,331,633 shares of common stock issued and outstanding at December 31, 2015 and 31,633 shares of common stock issued and outstanding at December 31, 2014.
All issued and outstanding shares and per share prices are reflective of the one to one thousand (1:1,000) revere split effective October 13, 2015.
NOTE 6. RELATED PARTY TRANSACTIONS
EQUITY TRANSACTIONS
On September 25, 2014 the Company issued 300 shares to Soellingen Advisory Group, Inc. via subscription at a value of $140.00 per share for the extinguishment of accounts payable totaling $42,000
F-11
ADVANCED ENVIRONMENTAL PETROLEUM PRODUCERS INC.
f/k/a Electric Vehicle Research Corporation
Notes to The Financial Statements
NOTE 7. NOTES PAYABLE
Notes payable consisted of the following as of December 31, 2015:
| | | | |
|
| December 31, 2015 |
| December 31, 2014 |
New Opportunity Business Solutions, Inc., a non-related party for consulting services to the Company. Advanced Environmental Petroleum Producers Inc. (AEPP) is a client of New Opportunity Business Solutions, Inc. The original amount of the note payable was $199,800. The note states a 10% interest rate with no set maturity date and is due on demand. Payment of principal and interest is due on demand and is not contingent. However to the extent that the Company incurs expense to accomplish the goal of the consulting agreement, the obligation of the company shall be reduced an equal amount. The note is as support for the consulting fee which was owed by AEPP but not paid as required. The loan is in default. Accrued interest at December 31, 2015 and December 31, 2014 was $50,324 and $31,080, respectively. | $ | 126,300 | $ | 199,800 |
|
|
|
|
|
Total notes payable | $ | 126,300 | $ | 199,800 |
|
|
|
|
|
Current portion | $ | 126,300 | $ | 199,800 |
NOTE 8. PREPAID EXPENSE
The Company entered into a consulting agreement with New Opportunity Business Solutions, Inc., a non-related party, on June 19, 2013. New Opportunity Business Solutions, Inc. is to provide consulting services assisting with the preparation of the S1 registration statement being filed with the Security and Exchange Commission. The contract is for a 12-month term. The amount of the contract is $199,800 due and payable in full on June 19, 2013. The Company expensed the contract over a 12-month term in the amount of $16,650 per month. The prepaid balance was $-0- and $2,000 on December 31, 2015 and December 31, 2014, respectively.
NOTE 9. COMMITMENTS AND CONTINGENCIES
On October 24, 2015, the Company announced that it had entered into an agreement to acquire 100% of the issued and outstanding shares of 1923285 Alberta Ltd. ("Alberta") for 65,600,000 shares of the Company’s common stock. Both the Company's 65,600,000 and 100% of the issued and outstanding Alberta Shares will be held in escrow until Alberta provides the Company with firstly, required audited financial statements, secondly, a certificate that the leases held by Alberta from Peru Petro (an entity owned by the Government of Peru) are unencumbered and are in good standing. It is anticipated that the audited financial statements and the report confirming the reserves and the potential reserves was to be completed before December 31, 2015 however due to unforeseen circumstances has been delayed but is still pending.
Alberta was incorporated in 2015 in the province of Alberta. Alberta has ownership interests in a lease that encompasses 10,100 square Kilometers of oil and gas and mineral leases in the country of Peru known as “Block 19”.
From time to time the Company may be a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.
NOTE 10. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of common stock of the Company as of December 31, 2015.
NOTE 11. SUBSEQUENT EVENTS
On January 6, 2016 the Company issued 30,000 shares of common stock to non-related parties in exchange for the extinguishment of $4,000 of accounts payable. The shares were issued at $0.005 per share.
F-12
ADVANCED ENVIRONMENTAL PETROLEUM PRODUCERS INC.
f/k/a Electric Vehicle Research Corporation
Notes to The Financial Statements
On February 11, 2016 the Company issued 4,920,000 shares of common stock to non-related parties. The shares were issued and are being held in escrow in addition to the shares issued as a part of the Share Purchase Agreement dated October 24, 2015. The shares were issued at $0.005 per share.
On February 11, 2016, the Board of Directors of Advanced Environmental Petroleum Products, Inc., a Florida corporation (the "Company"), accepted the consent from and approved the appointment of Loong Yip Juy as the President of the Company.
There is no family relationship between Mr. Juy and any of the Company’s other officers and directors. There are no understandings or arrangements between Mr. Juy and any other person pursuant to which Mr. Juy was appointed as President.
Mr. Juy has been issued 29,930,000 restricted common shares that have not been delivered and are being held in escrow pending the closure of the agreement as filed with the Securities Exchange Commission dated October 29, 2015. Upon closure of the agreement, Mr. Juy will be the owner of 29,930,000 shares of restricted common stock which will represent 41% of the issued and outstanding shares of the Company’s common stock. There is no employment agreement with Mr. Juy.
Loong Yip Juy, Age 66, was born in Guanzhou China and is a resident of Peru. Mr. Juy is a graduate of the National Engineering University in Peru. Mr. Juy has been in business management all of his adult working career and has specifically been involved in the mining industry with Brehm International S.A. since 1999 currently serving as President and member of the Board of Directors for over the last 5 years.
Mr. Juy has the mining and management experience that the company Board of Directors feel that he will be an added asset to the company as it moves forward.
Management has evaluated subsequent events through the date the financial statements were issued. Based on our evaluation no events have occurred requiring adjustment to or disclosure in the financial statements.
F-13