Document and Entity Information
Document and Entity Information - USD ($) | 6 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Entity Registrant Name | NGFC Equities, Inc. | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
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 | Q2 | |
Common Class A | ||
Entity Common Stock, Shares Outstanding | 18,092,674 | |
Common Class B | ||
Entity Common Stock, Shares Outstanding | 7,000,000 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2016 | Sep. 30, 2015 |
Current assets | ||
Cash and cash equivalent | $ 394,298 | $ 444,775 |
Marketable securities | 242,801 | 195,461 |
Loan receivable related parties | 687 | |
Inventory | 4,894 | 4,156 |
Total current assets | 642,680 | 644,392 |
Fixed assets | ||
Software, net | 3,495 | 3,995 |
Other assets | ||
Goodwill | 361,049 | 361,049 |
Customer list-net of amortization | 95,833 | 120,833 |
Total other assets | 456,882 | 481,882 |
Total assets | 1,103,057 | 1,130,269 |
Current liabilities | ||
Credit Card payable | 2,384 | 14,387 |
Deferred revenue | 33,953 | |
Loan payable officer | 18,554 | |
Rent payable | 2,400 | 1,200 |
Total current liabilities | 4,784 | 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 | (558,254) | (513,489) |
Total stockholders' equity (deficit) | 484,442 | 521,707 |
Non Controlling Interest | 613,831 | 540,468 |
Total Equity | 1,098,273 | 1,062,175 |
Total liabilities and stockholders' equity (deficit) | $ 1,103,057 | $ 1,130,269 |
Statement of Financial Position
Statement of Financial Position - Parenthetical | Mar. 31, 2016$ / 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 | 6 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue | ||||
Sales | $ 59,997 | $ 13,200 | $ 144,862 | $ 13,200 |
Cost of good sold | ||||
Purchases - Parts and Materials | 35,464 | 12,347 | 54,098 | 12,347 |
Total Cost of Good Sold | 35,464 | 12,347 | 54,098 | 12,347 |
Gross profits | 24,533 | 853 | 90,764 | 853 |
Operating expenses | ||||
Legal fees | 1,945 | 1,750 | 4,535 | 7,950 |
Accounting fees | 7,700 | 54 | 12,700 | 6,750 |
Officer compensation | 15,000 | 9,800 | 31,637 | 15,000 |
Depreciation and Amortization | 12,750 | 25,500 | 4,667 | |
Consulting fees | 6,000 | 20,250 | ||
General and administrative | 8,609 | 8,852 | 26,420 | 20,114 |
Total operating expenses | 52,004 | 20,456 | 121,042 | 54,481 |
Loss from operations | (27,471) | (19,603) | (30,278) | (53,628) |
Other income | ||||
Long term capital loss | (550) | (550) | ||
Realized gain on marketable securities | 78,018 | 117,085 | 1,194 | |
Unrealized loss on marketable securities | (51,452) | (107,286) | (2,204) | |
Dividends received | 102 | 1,109 | 333 | |
Total other income/(loss) | 26,118 | 10,358 | (677) | |
Net loss | (1,353) | (19,603) | (19,920) | (54,305) |
Less: Net income (loss) attributable to the Non Controlling Interest | (730) | 2,285 | (24,820) | 2,285 |
Net loss attributable to NGFC Shareholders | $ (2,083) | $ (17,318) | $ (44,740) | $ (52,020) |
Basic and diluted loss per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Basic and diluted weighted average number of common shares outstanding | 25,046,438 | 20,271,845 | 25,046,438 | 20,271,845 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||||
Net loss | $ (1,353) | $ (19,603) | $ (19,920) | $ (54,305) |
Adjustments to reconcile net loss to cash used in operating activities: | ||||
Depreciation and Amortization | 12,750 | 25,500 | 4,667 | |
Realized gain on marketable securities | 117,085 | |||
Unrealized loss on marketable securities | (107,286) | 2,204 | ||
Dividends received | 1,109 | |||
Stock based compensation | 7,500 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 2,000 | 2,000 | ||
Inventory | (738) | |||
Deferred revenue | (33,953) | |||
Accounts payables | (12,003) | (2,640) | (12,003) | (2,640) |
Accrued expenses | 1,200 | 2,700 | 1,200 | 2,700 |
Net cash used in operating activities | (21,506) | (45,374) | ||
Investing activities: | ||||
Loans to related party | (687) | (150) | ||
Cash received from ECIL | 33,335 | |||
Purchase of software | (4,995) | |||
Purchase of investment | (9,730) | (20,430) | ||
Net cash used in investing activities | (10,417) | 7,760 | ||
Financing activities: | ||||
Principal payment of shareholder loan | (18,554) | (18,554) | ||
Proceeds from sale of common stock | 85,850 | |||
Net cash provided by financing activities | (18,554) | 85,850 | ||
Net increase (decrease) in cash | (50,477) | 48,236 | ||
Cash at beginning of period | 444,775 | 82,819 | ||
Cash at end of period | $ 394,298 | 131,055 | 394,298 | 131,055 |
Cash paid for: | ||||
Interest | $ 387 | |||
Non cash investing and financing activity | ||||
Net assets purchased from ECIL | 584,785 | |||
Class A shares issued to ECIL | $ 450,000 | $ 450,000 |
Note 1 - Description of Busines
Note 1 - Description of Business | 6 Months Ended |
Mar. 31, 2016 | |
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 | 6 Months Ended |
Mar. 31, 2016 | |
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) that we own 55% of and NGFC Limited Partnership (NGLP) of which we are the General Partner and receive 30% of gains, with the financial statements of our Company. About 70% of the revenue of ECIL for the quarter ended March 31, 2016, 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 March 31, 2016. 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 | 6 Months Ended |
Mar. 31, 2016 | |
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 $242,801 as of March 31, 2016 and $195,461 as of September 30, 2015. As of March 31, 2016 and September 30, 2015 the consolidated cash balances of these accounts with IB were $215,339 and $222,576 respectively. For the periods ended March 31, 2016 and 2015 the realized gains from investment accounts were $117,085 and $ 1,194 respectively. Unrealized losses from the accounts for corresponding periods were $107,286 and $2,204 respectively. The dividends for the periods ended March 31, 2016 and 2015 were $1,109 and $333 respectively. For the period ended March 31, 2016 and 2015, $9,730 and $20,430 respectively was paid to purchase securities. |
Note 4 - Acquisitions of ECI-La
Note 4 - Acquisitions of ECI-Latam Inc. | 6 Months Ended |
Mar. 31, 2016 | |
Notes | |
Note 4 - Acquisitions of ECI-Latam Inc. | NOTE 4 ACQUISITIONS OF ECI-LATAM INC. As part of our diversification strategy, the Company made an agreement on February 24, 2015 with ECI-LATAM Inc. (ECIL), a Florida Corporation that began its business on March 25, 2014 engaged in installation and maintenance of medical equipment to acquire 55% of its 15,000,000 outstanding shares in exchange for 3,000,000 shares of the Company at $0.15 cents per share. For the period ended September 30, 2015 we have consolidated our financial statements with the financial statements of ECI-LATAM Inc. Following is the Consideration paid and the Purchase Price Allocation of the acquisition: 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 The Customer List is given a three-year life and will be amortized accordingly. Goodwill is not amortizable under GAAP. As of acquisition date ECIL had $33,335 cash in bank. Following table illustrates the Proforma profit and loss of ECIL for the 3 and 6 months ended March 31, 2015 and 2015 6 Months Ending 3 Months Ending March 31, 2015 March 31, 2015 Revenue 102,369 13,200 Net Income (58,182) (17,318) Net Income per share (0.00) (0.00) |
Note 5 - Equity
Note 5 - Equity | 6 Months Ended |
Mar. 31, 2016 | |
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 and plan to execute only after we conclude 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 believe AV could play a major role in finding such companies for us. At a Board of Directors meeting held on February 29, 2016 the Board approved for an Equity Line sale of $3,000,000 worth of NGFC shares to Southridge Partners II LP at a 90% discount on $0.40 cents per share, the price at which our shares were sold last on OTCPink. Pursuant to this equity line we filed a S-1and subsequently a S-1/A (Amendment Number 1) to get SEC effectiveness for Southridge to sell 7,500,000 shares of our Class A Common Stock on March 29, 2016. Under the terms of the Equity Purchase Agreement, if Southridge cannot sell shares at $0.40 cents per share then they could sell at a lower price (with our approval). We also issued a note for $50,000 to Southridge as payment with reference to this agreement. The Board also approved to extend the option of Limited Partners of NGFC Limited Partnership (NGLP) to convert their limited partnership capital with NGLP to restricted shares of NGFC Class A Common Stock at $0.30 cents per share prior to March 31, 2017 at the Board meeting held on February 29, 2016. |
Note 6 - Related Party Transact
Note 6 - Related Party Transactions | 6 Months Ended |
Mar. 31, 2016 | |
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 ECIL 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 period ended March 31, 2016 interest paid on the account was $333 and $18,554 was paid as principal payment. Loan has been fully paid of March 31, 2016. This was an unsecured note with interest at 5% per annum accruing quarterly. As March 31, 2016 this loan has been fully paid. Loan Receivable $687 represent $537 over payment from ECIL when paying back the shareholder loan to the CEO Goran Antic and $150 Florida annual corporate Registration fees NGFC paid on behalf of High Tech Fueling and Distribution Inc, (HFSD). Goran Antic will pay back the $537 and HFSD will pay back the $150 to NGFC in next quarter. 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 2 - Significant Accounti12
Note 2 - Significant Accounting Policies: Note 2 - Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2016 | |
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) that we own 55% of and NGFC Limited Partnership (NGLP) of which we are the General Partner and receive 30% of gains, with the financial statements of our Company. About 70% of the revenue of ECIL for the quarter ended March 31, 2016, 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 March 31, 2016. 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 Marke13
Note 3 - Investments in Marketable Securities: Investments in Marketable Securities (Policies) | 6 Months Ended |
Mar. 31, 2016 | |
Policies | |
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 $242,801 as of March 31, 2016 and $195,461 as of September 30, 2015. As of March 31, 2016 and September 30, 2015 the consolidated cash balances of these accounts with IB were $215,339 and $222,576 respectively. |
Note 4 - Acquisitions of ECI-14
Note 4 - Acquisitions of ECI-Latam Inc.: Acquisition Price Breakdown (Tables) | 6 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Acquisition Price Breakdown | 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-15
Note 4 - Acquisitions of ECI-Latam Inc.: Subsidiary Proforma (Tables) | 6 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Subsidiary Proforma | 6 Months Ending 3 Months Ending March 31, 2015 March 31, 2015 Revenue 102,369 13,200 Net Income (58,182) (17,318) Net Income per share (0.00) (0.00) |