Document and Entity Information
Document and Entity Information - USD ($) | 3 Months Ended | |
Dec. 31, 2015 | Mar. 31, 2015 | |
Entity Registrant Name | NGFC Equities, Inc. | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2015 | |
Trading Symbol | ngff | |
Amendment Flag | false | |
Entity Central Index Key | 1,590,715 | |
Current Fiscal Year End Date | --09-30 | |
Entity Public Float | $ 1,839,674 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | No | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Common Stock Class A | ||
Entity Common Stock, Shares Outstanding | 18,092,674 | |
Common Stock Class B | ||
Entity Common Stock, Shares Outstanding | 7,000,000 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2015 | Sep. 30, 2015 |
Current assets | ||
Cash and cash equivalents | $ 553,140 | $ 444,775 |
Marketable securities | 42,851 | 195,461 |
Inventory | 4,156 | 4,156 |
Total current assets | 600,147 | 644,392 |
Fixed assets | ||
Software, net | 3,745 | 3,995 |
Other assets | ||
Goodwill | 361,049 | 361,049 |
Customer list-net of amortization | 108,333 | 120,833 |
Total other assets | 469,382 | 481,882 |
Total assets | 1,073,274 | 1,130,269 |
Current liabilities | ||
Credit Card payable | 13,967 | 14,387 |
Deferred revenue | 33,953 | |
Loan payable- officer | 6,400 | 18,554 |
Rent payable | 1,800 | 1,200 |
Total current liabilities | 22,167 | 68,094 |
Preferred stock: $.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding | ||
Class A Common stock: $.0001 par value; 230,000,000 shares authorized, 18,092,674 and 18,042,674 shares issued and outstanding for the period end | 1,809 | 1,804 |
Class B Common stock: $.0001 par value; 60,000,000 shares authorized, 7,000,000 shares issued and outstanding for the period end | 700 | 700 |
Additional paid-in capital | 1,040,187 | 1,032,692 |
Accumulated deficit | (556,147) | (513,489) |
Total stockholders' equity | 486,549 | 521,707 |
Non Controlling Interest | 564,558 | 540,468 |
Total Equity | 1,051,107 | 1,062,175 |
Total liabilities and stockholders' equity | $ 1,073,274 | $ 1,130,269 |
Statement of Financial Position
Statement of Financial Position - Parenthetical | Dec. 31, 2015$ / sharesshares |
Preferred Stock, Par Value | $ / shares | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 |
Preferred Stock, Shares Issued | 0 |
Preferred Stock, Shares Outstanding | 0 |
Class A | |
Common Stock, Par Value | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 230,000,000 |
Common Stock, Shares Issued | 18,092,674 |
Common Stock, Shares Outstanding | 18,092,674 |
Class B | |
Common Stock, Par Value | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 60,000,000 |
Common Stock, Shares Issued | 7,000,000 |
Common Stock, Shares Outstanding | 7,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue | ||
Sales | $ 84,865 | |
Cost of good sold | ||
Purchases - Parts and Materials | 18,635 | |
Total Cost of Good Sold | 18,635 | |
Gross profits | 66,230 | |
Operating expenses | ||
Legal fees | 2,590 | $ 4,950 |
Accounting fees | 5,000 | 5,200 |
Officer compensation | 16,637 | 6,000 |
Depreciation and amortization | 12,750 | 250 |
Consulting fees | 14,250 | |
General and administrative | 17,811 | 11,600 |
Total operating expenses | 69,038 | 28,000 |
Loss from operations | (2,808) | (28,000) |
Other income | ||
Refunds | 1,500 | |
Realized gain on marketable securities | 39,067 | 494 |
Unrealized loss on marketable securities | (55,834) | (2,852) |
Dividends received | 1,007 | 140 |
Total other income | (15,760) | (718) |
Net loss | (18,568) | (28,718) |
Less: Net Loss attributable to the Non Controlling Interest | (24,090) | |
Net loss attributable to NGFC common shareholders | $ (42,658) | $ (28,718) |
Basic and diluted loss per common share | $ 0 | $ 0 |
Basic and diluted weighted average number of common shares outstanding | 25,045,201 | 19,018,733 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (18,568) | $ (28,718) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation | 12,750 | 250 |
Realized gain on marketable securities | 39,067 | (494) |
Unrealized loss on marketable securities | (55,834) | 2,852 |
Dividends received | 1,007 | (140) |
Stock based compensation | 7,500 | |
Changes in operating assets and liabilities: | ||
Deferred revenue | (33,953) | |
Other payables | (420) | |
Accrued expenses | 600 | 600 |
Net cash used in operating activities | (47,851) | (25,650) |
Investing activities: | ||
Cash received (paid) for available for sale securities | 168,370 | (4,099) |
Purchase of software | (4,995) | |
Net cash used in investing activities | 168,370 | (9,094) |
Financing activities: | ||
Principal payments on related party loan | (12,154) | |
Net cash provided by financing activities | (12,154) | |
Net increase (decrease) in cash | 108,365 | (34,744) |
Cash at beginning of period | 444,775 | 82,819 |
Cash at end of period | 553,140 | $ 48,075 |
Cash paid for: | ||
Interest | $ 187 |
Note 1 - Description of Busines
Note 1 - Description of Business | 3 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 1 - Description of Business | NOTE 1 DESCRIPTION OF BUSINESS We incorporated our Company on October 2, 2013 in the State of Florida under the name Natural Gas Fueling and Conversion Inc. We changed our name to NGFC Equities, Inc. (NGFC, the Company, we, our) on February 25, 2015. When we began in October 2013, our primary planned business objective was to construct, own and operate combined gasoline, diesel and natural gas (NG) vehicle fueling and service stations in the United States, along with garages to retrofit gasoline and diesel driven vehicles to run on NG. At each such fueling station we also planned to have a convenience store to serve our customers. We defined each complete fueling service station as an Operating Unit. In February 2015 our Board of Directors approved to define the Companys business through three divisions and diversify the operations of the Company to add a health care division and a consulting division. |
Note 2 - Significant Accounting
Note 2 - Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 2 - Significant Accounting Policies | NOTE 2 SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements include the accounts of the Company and its controlled affiliates. Intercompany transactions, profits and balances are eliminated in consolidation. We have consolidated the financial statements of ECI-LATAM Inc. (ECIL) and Vanguard Energy Inc. (VE) that we own 55% of and La Veles Inc. (LVI) of that we own 80.49% of with the financial statements of our Company. Both VE and LVI that began in FY 2015 have had no operations. 100% of the revenue of ECIL for the quarter ended December 31, 2015, came from a single customer. The accompanying unaudited consolidated financial statements include all accounts of the Company and in the opinion of management, reflect all adjustments, which include all normal recurring adjustments, necessary to state fairly the Companys financial position, results of operations and cash flows for the period from October 1, 2015 to December 31, 2015. The unaudited consolidated financial statements include the accounts of the Company and its controlled affiliates. Intercompany transactions, profits and balances are eliminated in consolidation. This financial statement period is not an indicative of the results to be expected for the year ending September 30, 2016, or for any other interim period in future. The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (SEC) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The information included in this Form 10-Q should be read in conjunction with information included in the Companys Form 10-K for the fiscal year ended September 30, 2015, filed with the U.S. Securities and Exchange Commission on December 28, 2015. |
Note 3 - Investments in Marketa
Note 3 - Investments in Marketable Securities | 3 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 3 - Investments in Marketable Securities | NOTE 3 INVESTMENTS IN MARKETABLE SECURITIES Marketable securities are classified as held-for-trading and are presented in the consolidated balance sheets at fair value. Per Accounting Standards Codification 820 Fair Value Measurement, fair values defined establishes a framework for measuring fair value under generally accepted accounting principles and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements. ASC 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1: Quoted market prices in active markets for identical assets or liabilities Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs that are not corroborated by market data Both the Company and its subsidiary NGFC Limited Partnership have investment and trading accounts with Interactive Brokers LLC (IB) and keep part of this account in cash and part in marketable securities transferring balance between these two accounts as trades occur. The Company has classified marketable securities account at level 1 in consolidated NGFC Equities, Inc. with a fair value of $42,851 as of December 31, 2015 and $195,461 as of September 30, 2015. As of December 31, 2015 and September 30, 2015 the consolidated cash balances of these accounts with IB were $359,427 and $222,576 respectively. For the quarter ended December 31, 2015 and 2014 the realized gains from investment accounts were $40,195 and $494 respectively. Unrealized losses from the accounts for corresponding quarters were $55,834 and $2,852 respectively. The dividends for the quarter ended December 31, 2015 and 2014 were $1,007 and $140 respectively. For the quarter ended December 31, 2015 $167,242 in net cash was received from sale of securities and for the quarter ended December 31, 2014 net cash of $4,099 was paid to acquire securities. |
Note 5 - Equity
Note 5 - Equity | 3 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 5 - Equity | NOTE 5 EQUITY On November 15, 2015 we gave 50,000 shares of Class A Common Stock to Mr. Nihal Goonewardene, a resident of Maryland, valued at $0.15 cents per share with a total value of $7,500 as consulting fees. Mr. Goonewardene will be involved in seeking out global businesses for us to acquire for cash and stock of our company and also promoting our company with foreign investors. At a Board meeting of NGFC held on December 30, 2015, the board approved to give two entrepreneurs in Eastern Europe (EU)--Boris Abramovic (BA) and Valentin Vicic (VV) (Jointly AV) who have agreed to and have been working with us, talking to investors in EU who are interested in investing in NGFC and also talking to successful businesses in EU who may wish to merge their operations with NGFCan opportunity to buy one million of unregistered Class A Common Stock of NGFC at .18 cents per share in various installments in ten years. The first installment of $967 payment on that series of payments would be paid by NGFC on behalf of each of them, as consulting fees to AV. We have not executed that agreement yet but plan to execute after we conclude our final discussions. The Company believes that EU is a fast growing geographic location and that NGFC may be able to find many successful businesses who may consider joining with NGFC for mutual benefit and AV could play a major role in finding such companies for us. |
Note 6 - Related Party Transact
Note 6 - Related Party Transactions | 3 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 6 - Related Party Transactions | NOTE 6 RELATED PARTY TRANSACTIONS On October 28, 2014 Goran Antic the Majority shareholder and the Chief Executive Officer of ECIL loaned to ECIL $30,000 at 5% per annum interest. As of the date of the Company acquired 55% of ECI L the balance was $23,625. For the year ended September 30, 2015 ECIL paid interest expenses of $1,271 and $5,051 of principal payments on that loan and the balance of the loan payable to Mr. Antic as of September 30, 2015 is $18,554. For the quarter ended December 31, 2015 interest paid on the account was $187 and $12,154 was paid as principal payment. The balance of the loan as of December 31, 2015 is $6,400. This is an unsecured note with interest at 5% per annum accruing quarterly and with the principal paid back only when cash flow is available. Kazuko Kusunoki, the vice president administration is paid $2,000 in fees per month to handle bookkeeping, computerized filing and system administration. She is the spouse of the CEO Andrew Weeraratne. |
Note 7 - Subsequent Events
Note 7 - Subsequent Events | 3 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 7 - Subsequent Events | NOTE 7 SUBSEQUENT EVENTS As described on the 8-K the Company filed with the SEC on May 19, 2015, the Company formed a 55% owned subsidiary entitled Vanguard Energy Inc., (VE) a California corporation with an individual Michael Alexander Laub as the 45% owner to be based at 924 Calle Negocio Unit B, San Clemente, CA 92673 to focus on buying established gasoline stations and adding Natural Gas (NG) bays along with conversion garages to convert vehicles to run on NG. VE planned to expand that operation nationwide in joint venture Franchise opportunity with mechanics that Mr. Laub already has built relationships. However, there have been no operations in VE to the current date and it appears that VE may not begin any operations in the foreseeable future. Therefore at a of Directors meeting held on January 23,2016 the board decided to terminate any relationship the Company has with VE and focus on the business of its Energy and Retail Division through parent Company only. Under this new arrangement the Company plans to sign an agreement with Mr. Laub to act as a consultant for the Company with compensation for Mr. Laub to be based on his performance. In August of 2015, we formed La Veles Inc. to manufacture and distribute an anti-infectious cream to treat dairy animal suffering from mastitis and udder edema that began as animal health division under ECI-LATAM Inc. in May 2015. We were talking with some joint venture partners in Serbia to manufacture this cream as a subsidiary of La Veles. However after further discussion we have agreed not to be involved in the manufacture of such cream but be involved only in the distribution of such cream. On the 7th of January 2016, La Veles Inc. bought back all the minority shares owned by its minority owners for $190.00 and transferred the balance of the funds it had in the bank account to the Company to be recorded as management fees. At a Board of Directors meeting held on January 23,2016 the board decided to let ECIL distribute that cream and not get La Veles be involved in that business anymore and La Veles to be held as an 100% owned subsidiary of the Company to be used for some other purpose in the future. |
Note 3 - Investments in Marke12
Note 3 - Investments in Marketable Securities: Marketable Securities Policy (Policies) | 3 Months Ended |
Dec. 31, 2015 | |
Policies | |
Marketable Securities Policy | Marketable securities are classified as held-for-trading and are presented in the consolidated balance sheets at fair value. Per Accounting Standards Codification 820 Fair Value Measurement, fair values defined establishes a framework for measuring fair value under generally accepted accounting principles and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements. ASC 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1: Quoted market prices in active markets for identical assets or liabilities Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs that are not corroborated by market data Both the Company and its subsidiary NGFC Limited Partnership have investment and trading accounts with Interactive Brokers LLC (IB) and keep part of this account in cash and part in marketable securities transferring balance between these two accounts as trades occur. The Company has classified marketable securities account at level 1 in consolidated NGFC Equities, Inc. with a fair value of $42,851 as of December 31, 2015 and $195,461 as of September 30, 2015. As of December 31, 2015 and September 30, 2015 the consolidated cash balances of these accounts with IB were $359,427 and $222,576 respectively. |
Note 4 - Acquisitions of ECI-LA
Note 4 - Acquisitions of ECI-LATAM INC.: Mergers, Acquisitions and Dispositions Disclosures (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Mergers, Acquisitions and Dispositions Disclosures | Consideration 3,000,0000 Class A Common Stock of NGFC Equities, Inc. at $0.15 cents $450,000 Recognized amounts of assets acquired Customer List $150,000 Net assets of ECIL 11,730 161,730 Noncontrolling interest in ECIL (72,779) Goodwill 361,049 $450,000 |
Note 4 - Acquisitions of ECI-14
Note 4 - Acquisitions of ECI-LATAM INC.: Business Acquisition, Pro Forma Information (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Business Acquisition, Pro Forma Information | Quarter ended 12/31/15 Quarter ended 12/31/14 Revenue 84,865 87,165 Net Income 51,622 813 Net Income per share 0.0034 0.0001 Basic and Diluted per common share 15,000,000 15,000,000 |
Note 2 - Significant Accounti15
Note 2 - Significant Accounting Policies: Note 2 - Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2015 | |
Policies | |
Note 2 - Significant Accounting Policies | NOTE 2 SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements include the accounts of the Company and its controlled affiliates. Intercompany transactions, profits and balances are eliminated in consolidation. We have consolidated the financial statements of ECI-LATAM Inc. (ECIL) and Vanguard Energy Inc. (VE) that we own 55% of and La Veles Inc. (LVI) of that we own 80.49% of with the financial statements of our Company. Both VE and LVI that began in FY 2015 have had no operations. 100% of the revenue of ECIL for the quarter ended December 31, 2015, came from a single customer. The accompanying unaudited consolidated financial statements include all accounts of the Company and in the opinion of management, reflect all adjustments, which include all normal recurring adjustments, necessary to state fairly the Companys financial position, results of operations and cash flows for the period from October 1, 2015 to December 31, 2015. The unaudited consolidated financial statements include the accounts of the Company and its controlled affiliates. Intercompany transactions, profits and balances are eliminated in consolidation. This financial statement period is not an indicative of the results to be expected for the year ending September 30, 2016, or for any other interim period in future. The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (SEC) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The information included in this Form 10-Q should be read in conjunction with information included in the Companys Form 10-K for the fiscal year ended September 30, 2015, filed with the U.S. Securities and Exchange Commission on December 28, 2015. |