United States Securities and Exchange Commission Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______________ to ________________
COMMISSION FILE NUMBER: 0-24857
ECO DEPOT, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 57-1094726
-------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
21 Richbell Street, Thornhill, Ontario L4J 5W5 Canada
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(Address of principal executive offices)
Issuer's telephone number, including area code: (541) 890-3481
3165 East Main Street, Ashland, OR 97520
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act. Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date: 6,075,000 shares at August 17, 2007.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
ECO DEPOT, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Balance Sheet as of June 30, 2007 (unaudited) 3
Condensed Statements of Operations for the three and
six months ended June 30, 2007 and 2006 (unaudited) 4
Statement of Stockholders' Equity for the period from
November 2, 2004 (inception) to June 30, 2007 5
Condensed Statements of Cash Flows for the six months
ended June 30, 2007 and 2006 (unaudited) 6
Notes to Condensed Financial Statements 7
Item 2. Management's Discussion and Analysis or Plan of Operation 11
Item 3. Controls and Procedures 13
Item 3A(T). Controls and Procedures 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14
Item 3. Defaults upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits 14
Signatures 14
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ECO DEPOT, INC.
(A Development Stage Enterprise)
BALANCE SHEET
(UNAUDITED)
June 30,
2007
- ----------------------------------------------------------------------------------------
ASSETS (UNAUDITED)
CURRENT ASSETS
Cash $ 31,111
- ----------------------------------------------------------------------------------------
Total current assets $ 31,111
- ----------------------------------------------------------------------------------------
Total assets $ 31,111
========================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 3,845
Due to Related party (Note 4) 64,928
- ----------------------------------------------------------------------------------------
Total current liabilities $ 68,773
- ----------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, 75,000,000 shares authorized with $0.001 par value
Issued and outstanding
6,075,000 common shares at June 30, 2007 and December 31, 2006 $ 6,075
Additional paid-in capital 23,675
Accumulated deficit during development stage (67,412)
- ----------------------------------------------------------------------------------------
Total stockholders' equity (deficit) $ (37,662)
- ----------------------------------------------------------------------------------------
Total liabilities and stockholder's equity (deficit) $ 31,111
========================================================================================
The accompanying notes are an integral part of these financial statements.
3
ECO DEPOT, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
(UNAUDITED)
For the For the three For the six For the six November 2,
three months months months months 2004
ended June ended June ended June ended June (inception)
30, 30, 30 30, to June 30,
2007 2006 2007 2006 2007
- ------------------------------------------------------------------------------------------------------------------------------
GENERAL AND ADMINISTRATIVE EXPENSES $ 12,544 $ 9,998 $ 28,280 $ 19,737 $ 67,412
- ------------------------------------------------------------------------------------------------------------------------------
OPERATING LOSS $ (12,544) $ (9,998) $ (28,280) $ (19,737) $ (67,412)
- ------------------------------------------------------------------------------------------------------------------------------
NET LOSS FOR THE PERIOD $ (12,544) $ (9,998) $ (28,280) $ (19,737) $ (67,412)
==============================================================================================================================
BASIC LOSS PER COMMON SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
=============================================================================================================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 6,075,000 6,075,000 6,075,000 5,914,779
=============================================================================================================
The accompanying notes are an integral part of these financial statements.
4
ECO DEPOT, INC.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM NOVEMBER 2, 2004 (INCEPTION) TO JUNE 30, 2007
(UNAUDITED)
Deficit
Common Stock Accumulated
--------------------- Additional During
Number of Paid In Development
shares Amount Capital Stage Total
- -------------------------------------------------------------------------------------------------------------
Balance, inception November 2, 2004 -- $ -- $ -- $ -- $ --
Net loss, December 31, 2004 -- -- -- (766) (766)
- -------------------------------------------------------------------------------------------------------------
Balance, December 31, 2004 -- -- -- (766) (766)
- -------------------------------------------------------------------------------------------------------------
Common stock issued for cash at $0.001 per share
March 10, 2005 4,000,000 4,000 -- -- 4,000
Common stock issued for cash at $0.01 per share
June 22, 2005 1,575,000 1,575 14,175 -- 15,750
Net loss, December 31, 2005 -- -- -- (4,046) (4,046)
- -------------------------------------------------------------------------------------------------------------
Balance, December 31, 2005 5,575,000 5,575 14,175 14,938 (4,812)
Common stock issued for cash at $0.02 per share
February 27, 2006 500,000 500 9,500 -- 10,000
Net loss, December 31, 2006 -- -- -- (34,320) (34,320)
- -------------------------------------------------------------------------------------------------------------
Balance, December 31, 2006 6,075,000 $ 6,075 $ 23,675 $ (39,132) $ (9,382)
Net loss, June 30, 2007 -- -- -- $ (28,280) $ (28,280)
- -------------------------------------------------------------------------------------------------------------
Balance, June 30, 2007 6,075,000 $ 6,075 $ 23,675 $ (67,412) $ (37,662)
=============================================================================================================
The accompanying notes are an integral part of these financial statements.
5
ECO DEPOT, INC.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
(unaudited)
November 2,
For the six For the six 2004
months ended months ended (inception) to
June 30, June 30, June 30,
2007 2006 2007
- -----------------------------------------------------------------------------------------------
CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss for the period $ (28,280) $ (19,737) $ (67,412)
Adjustment to reconcile net loss
to net cash from operating activities:
Accounts payable (1,155) 4,014 3,845
- -----------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES (29,435) (15,723) (63,567)
- -----------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds on sale of common stock -- 10,000 29,750
Related party advances 49,963 -- 64,928
- -----------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 49,963 10,000 94,678
- -----------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH 20,528 (5,723) 31,111
CASH, BEGINNING OF PERIOD 10,583 15,574 --
- -----------------------------------------------------------------------------------------------
CASH, END OF PERIOD $ 31,111 $ 9,851 $ 31,111
===============================================================================================
Supplemental Information
Interest paid $ -- $ -- $ --
============= ============= =============
Income taxes paid $ -- $ -- $ --
============= ============= =============
The accompanying notes are an integral part of these financial statements.
6
ECO DEPOT, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2007
(UNAUDITED)
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
NATURE OF BUSINESS
Eco Depot, Inc. ("Company") was organized November 2, 2004 under the laws of the
State of Nevada. The Company currently has limited operations and, in accordance
with Statement of Financial Accounting Standard (SFAS) No. 7, "ACCOUNTING AND
REPORTING BY DEVELOPMENT STAGE ENTERPRISES," is considered a Development Stage
Enterprise.
The Company is in the business of developing an Internet e-commerce website that
will sell a full line of environmentally friendly goods, energy efficient
building and construction materials and sustainable home products. Eco Depot
will not manufacture any equipment or goods, but will resell "green products"
from various manufacturers.
UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principals for interim financial
information and with the instructions to Form 10-QSB of Regulation S-B. They do
not include all information and footnotes required by United States generally
accepted accounting principles for complete financial statements. However,
except as disclosed herein, there has been no material changes in the
information disclosed in the notes to the financial statements for the year
ended December 31, 2006 included in the Company's Annual Report on Form 10-KSB
filed with the Securities and Exchange Commission. The interim unaudited
financial statements should be read in conjunction with those financial
statements included in the Form 10-KSB. In the opinion of Management, all
adjustments considered necessary for a fair presentation, consisting solely of
normal recurring adjustments, have been made. Operating results for the six
months ended June 30, 2007 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2007.
A SUMMARY OF THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES IS AS FOLLOWS:
ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
CASH
For the Statements of Cash Flows, all highly liquid investments with maturity of
three months or less are considered to be cash equivalents. There were no cash
equivalents as of June 30, 2007.
REVENUE RECOGNITION
The Company is engaged in the sale of environmentally friendly goods, etc.
through a website on the internet. The Company recognizes the revenue at the
time of shipping of the product when responsibility of the product is
transferred to the purchaser and payment has been accepted or assured. The
Company does not carry a physical inventory. Instead, the product sold is drop
shipped directly from the supplier to the customer. In this capacity, the
Company is acting as an agent for the supplier and under EITF 99-19 "REPORTING
REVENUE GROSS AS A PRINCIPAL VERSUS NET AS AN AGENT" recognizes transactions on
the net basis.
INCOME TAXES
Income taxes are provided for using the liability method of accounting in
accordance with SFAS No. 109 "ACCOUNTING FOR INCOME TAXES." A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax basis. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effect of
changes in tax laws and rates on the date of enactment.
7
ECO DEPOT, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2007
(UNAUDITED)
In July 2006, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an
Interpretation of FASB Statement No. 109 (FIN 48). FIN 48 is intended to clarify
the accounting for uncertainty in income taxes recognized in a company's
financial statements and prescribes the recognition and measurement of a tax
position taken or expected to be taken in a tax return. FIN 48 also provides
guidance on de-recognition, classification, interest and penalties, accounting
in interim periods, disclosure and transition.
Under FIN 48, evaluation of a tax position is a two-step process. The first step
is to determine whether it is more-likely-than-not that a tax position will be
sustained upon examination, including the resolution of any related appeals or
litigation based on the technical merits of that position. The second step is to
measure a tax position that meets the more-likely-than-not threshold to
determine the amount of benefit to be recognized in the financial statements. A
tax position is measured at the largest amount of benefit that is greater than
50 percent likely of being realized upon ultimate settlement.
Tax positions that previously failed to meet the more-likely-than-not
recognition threshold should be recognized in the first subsequent period in
which the threshold is met. Previously recognized tax positions that no longer
meet the more-likely-than-not criteria should be de-recognized in the first
subsequent financial reporting period in which the threshold is no longer met.
The adoption of FIN 48 at January 1, 2007 did not have a material effect on the
Company's financial position.
RECENT ACCOUNTING PRONOUNCEMENTS
In July 2006, the FASB issued Financial Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes--an Interpretation of FASB Statement No. 109" ("FIN
48"). FIN 48 clarifies the recognition threshold and measurement of a tax
position taken on a tax return. FIN 48 also requires expanded disclosure with
respect to the uncertainty in income taxes. Effective January 1, 2007, we
adopted the provisions of FIN 48
In February 2007, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities" ("SFAS No. 159"). SFAS
No. 159 provides the option to report certain financial assets and liabilities
at fair value, with the intent to mitigate volatility in financial reporting
that can occur when related assets and liabilities are recorded on different
bases. This statement is effective for us beginning January 1, 2008. We do not
expect SFAS No. 159 to have a material impact on our consolidated financial
statements.
In March 2007, the Emerging Issues Task Force ("EITF") reached a consensus on
EITF Issue No. 06-10, "Accounting for Deferred Compensation and Postretirement
Benefit Aspects of Collateral Assignment Split-Dollar Life Insurance
Arrangements" ("EITF 06-10"). EITF 06-10 provides that an employer should
recognize a liability for the postretirement benefit related to collateral
assignment split-dollar life insurance arrangements in accordance with either
SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions," or APB No. 12 "Omnibus Opinion." Entities should recognize the
effects of applying EITF 06-10 through either (i) a change in accounting
principle through a cumulative-effect adjustment to retained earnings or to
other components of equity or net assets in the statement of financial position
as of the beginning of the year of adoption or (ii) a change in accounting
principle through retrospective application to all prior periods. The provisions
of EITF 06-10 are effective as of January 1, 2008 and are not expected to have a
material impact on our consolidated financial statements.
8
ECO DEPOT, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2007
(UNAUDITED)
GOING CONCERN
The Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. Currently, the Company does not have significant cash or
other material assets, nor does it have operations or a source of revenue
sufficient to cover its operation costs which raises substantial doubt about its
ability to continue as a going concern. The Company will be dependent upon the
raising of additional capital through the placement of our common stock in order
to continue with the business plan. There can be no assurance that the Company
will be successful in raising the capital it requires through the sale of its
common stock in order to continue as a going concern.
NOTE 2. STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------
COMMON STOCK
The authorized common stock of the Company consists of 75,000,000 shares with
par value of $0.001. As at June 30, 2007, the Company has not granted any stock
options or warrants and has not recorded any stock-based compensation.
On March 10, 2005, the Company authorized and issued 4,000,000 shares of $0.001
par value common stock at par in consideration of $4,000 in cash to the officer
of the Company.
On June 22, 2005, the Company authorized and issued 1,575,000 common stock of
the Company in consideration of $15,750 in cash to the officer of the Company.
On January 6, 2006, the Company approved a private placement of Common Stock in
accordance with laws of the State of Washington. The placement was to sell
through a purchase agreement up to 10,000,000 new shares at $0.02 per share and
1,575,000 shares of common stock to be sold by selling shareholders. The
offering closed on April 6, 2006. The Company sold 500,000 shares for $10,000,
issuing the shares to twenty-seven (27) shareholders in on February 27, 2006.
NET LOSS PER COMMON SHARE
Net loss per share is calculated in accordance with SFAS No. 128, "EARNINGS PER
SHARE." The weighted-average number of common shares outstanding during each
period is used to compute basic loss per share. Diluted loss per share is
computed using the weighted averaged number of shares and dilutive potential
common shares outstanding. Dilutive potential common shares are additional
common shares assumed to be exercised.
Basic net loss per common share is based on the weighted average number of
shares of common stock outstanding of 6,075,000 for the three and six month
period ended June 30, 2007 and 6,075,000 and 5,914,779 for the three and six
months ending June 30, 2006, respectively. As of June 30, 2007 the Company had
no dilutive potential common shares.
NOTE 3. INCOME TAXES
- --------------------------------------------------------------------------------
We did not provide any current or deferred U.S. federal income tax provision or
benefit for any of the periods presented because we have experienced operating
losses since inception. We provided a full valuation allowance on the net
deferred tax asset, consisting of net operating loss carryforwards, because
management has determined that it is more likely than not that we will not earn
income sufficient to realize the deferred tax assets during the carryforward
period. The Company anticipates operating losses in 2006 to be fully allowed for
and does not have a deferred tax liability or asset at June 30, 2007.
The net federal operating loss carry forward will expire in 2023 through 2027.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
9
ECO DEPOT, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2007
(UNAUDITED)
NOTE 4. RELATED PARTY TRANSACTIONS
- --------------------------------------------------------------------------------
The Company neither owns nor leases any real or personal property. The officers
of the corporation provide office services without charge. Such costs are
immaterial to the financial statements and accordingly, have not been reflected
therein. The officer and director for the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interest. The Company has not formulated a policy for the resolution of
such conflicts. The loss of the services of its officer or director may have a
negative impact on the further development of the business.
As of June 30, 2007, the Company owed a shareholder of the Company $64,928 (June
30, 2006 - $nil) for advances to the Company. The amounts payable are unsecured,
non-interest bearing with no set terms of repayment.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR RESULTS OF OPERATION
IN ADDITION TO HISTORICAL INFORMATION, MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION MAY INCLUDE CERTAIN FORWARD-LOOKING STATEMENTS, INCLUDING, BUT
NOT LIMITED TO, THOSE RELATED TO THE GROWTH AND STRATEGIES, FUTURE OPERATING
RESULTS AND FINANCIAL POSITION AS WELL AS ECONOMIC AND MARKET EVENTS AND TRENDS
OF THE COMPANY. ALL FORWARD-LOOKING STATEMENTS MADE BY THE COMPANY, INCLUDING
SUCH STATEMENTS HEREIN, INCLUDE MATERIAL RISKS AND UNCERTAINTIES AND ARE SUBJECT
TO CHANGE BASED ON FACTORS BEYOND THE CONTROL OF THE COMPANY. ACCORDINGLY, THE
COMPANY'S ACTUAL RESULTS AND FINANCIAL POSITION COULD DIFFER MATERIALLY FROM
THOSE EXPRESSED OR IMPLIED IN ANY FORWARD-LOOKING STATEMENT AS A RESULT OF
VARIOUS FACTORS, INCLUDING WITHOUT LIMITATION FACTORS DESCRIBED IN THE COMPANY'S
PREVIOUS FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION REGARDING RISKS
AFFECTING THE COMPANY'S FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion of the Company's financial condition and results of
operations should be read in connection with the Company's condensed financial
statements and notes thereto appearing elsewhere herein. Factors that could
cause or contribute to differences from the condensed financial statements
include, but are not limited to, risks and uncertainties related to the need for
additional funds, the growth of its operations and the ability of the Company to
operate profitably.
PLAN OF OPERATIONS
Eco Depot is a development stage company incorporated in the State of
Nevada on November 2, 2004, for the purpose of selling goods and products
specifically marketed as environmentally friendly or environmentally cleaner
products - generally referred to as "green" products. At no time from the
Company's inception to the present did the Company plan to manufacture any
equipment or goods. Rather, the primary purpose of the Company has been to
resell "green" products from various manufacturers. We have had no operating
revenues since inception.
In order to sell "green" goods, the Company planned to develop and
market an e-commerce enabled website which would attract prospective industrial
clientele, businesses, municipalities and individual customers seeking
environmentally cleaner technologies and products. The primary "green" products
that the Company intended to market and sell related to energy efficient
building and construction materials, and sustainable home products. The Company
also planned to market and sell "green" industrial products such as recycled
paper, recycled counter top material, environmentally friendly paints, and
recycled glass tiles.
Although the Company began the initial development of its website, the
Company does not currently have, and has had no prior, contracts, agreements, or
arrangements with any manufacturer or distributor of environmental goods or
products intended to be listed on its website. The website is not complete, and
even if the Company completes its website, we cannot provide any assurance or
guarantee that any listed "green" products will be able to be sold on the
website.
The Company's operations have not generated any revenue to date and we
do not expect our operations to generate any revenue until we can complete our
website and begin to sell "green" products. The Company may attempt to raise
additional funds before the end of this fiscal year ending December 31, 2007. If
we are unable to raise additional funds by fiscal year end 2007, we may have to
limit our operations to such an extent that it would be very likely that we
would be unable to complete our website and begin to offer and sell "green"
products.
We may raise additional funds through public offerings of equity,
securities convertible into equity or debt, private offerings of securities or
debt, or other sources. However, to date we have not raised additional funds
through either debt or equity offerings. We may not be able to raise the
necessary funds to continue to pursue our business operations. If we can not
raise funds in the immediate future, we intend to cease the pursuit of our
business plan and actively seek out and investigate possible business
opportunities with the intent to acquire or merge with one or more business
ventures.
11
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2007, the Company had negative working capital of
approximately $37,662.
The ability of the Company to satisfy its obligations will depend in
part upon its ability to raise funds through the sale of additional shares of
its Common Stock, through borrowings, and in part upon its ability to reach a
profitable level of operations of which there can be no assurance.
The Company's capital resources have been provided primarily by capital
contributions from the Company's stockholders.
The Company may sell its Common Stock and/or borrow additional funds
from investors to pay debts and for working capital. However, there is no
assurance that such capital will be raised, and the Company may seek bank
financing and other sources of financing to complete the payment of additional
debts of the Company.
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
The following table is a recap of the Company's contractual obligations as of
June 30, 2007.
Payments Due by Period
----------------------
Less Than One to Three to
Contractual Obligations Total One Year Three Years Five Years
- ------------------------------ ------- --------- ----------- ----------
Long-term Debt $ - $ - $ - $ -
Note Payable $ - $ - $ - $ -
Loans from Related Parties $ - $ - $ - $ -
Operating Leases $ - $ - $ - $ -
- --------------------------------------------------------------------------------
Total Contractual Cash Obligations $ - $ - $ - $ -
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is considered a "shell" company under Rule 12b-2 [C.F.R. 17
240.12b-2] of the Securities Exchange Act of 1934 because we have no or nominal
operations and no or nominal assets other than cash. Because the Company may not
be able to complete its website and begin to sell "green" products, the Company
may seek out a business combination. Certain inherent risks are involved in
seeking such a business combination.
We are a development stage company with a limited operating history and
limited resources and thus may not be able to find or effectuate a business
combination. We are unaware of the likelihood of being able to effectuate a
business combination because we have done little or no investigation of such a
combination, and we have not sought out any particular entity with which to
effectuate a business combination. As such, we cannot accurately evaluate the
likelihood of success of, or any risks associated with, effecting a business
combination, or, any risks or material factors subsequent to any business
combination in which the Company may enter. Further, there are numerous
companies and many well established companies that sell "green" products that
are active in the environmentally friendly product industry. Such companies may
be more attractive to companies seeking to effectuate a business combination in
this industry.
Should the Company be able to effectuate a business combination, it is
likely that a number of changes will occur which would be outside of the
Company's ability to control, including the Company's management, the Company's
business purpose, the nature of the Company's business, and the location of the
Company among others.
12
ITEM 3. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial
Officer/Principal Accounting Officer (the "Certifying Officer") is responsible
for establishing and maintaining disclosure controls and procedures for the
Company. The Certifying Officer has concluded (based upon his evaluation of
these controls and procedures as of a June 30, 2007) that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed by the Company in this report is accumulated and
communicated to the Company's management, including any principal executive
officers as appropriate, to allow timely decisions regarding required
disclosure.
The Certifying Officer has also indicated that there were no changes in
the Company's internal controls or other factors that could affect such controls
subsequent to the date of his evaluation, and there were no corrective actions
with regard to deficiencies and material weaknesses.
ITEM 3A(T). CONTROLS AND PROCEDURES
MANAGEMENT'S INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company's internal controls over financial reporting disclosure,
financial controls, and reporting procedures are designed to ensure that
information required to be disclosed in our reports and filed or submitted under
the Securities Exchange Act of 1934 (the "Exchange Act") is accurately recorded,
processed, summarized, and reported, according to the rules and regulations, and
within the time periods proscribed by, the Exchange Act. The Company believes
that its internal controls and procedures relating to its financial reporting
are designed to provide reasonable assurance of achieving the Company's goals of
compliance with the Exchange Act. However, the design of any system of financial
controls is based upon certain assumptions about the likelihood of future events
and is affected by the amount of resources available to a company and the
inherent risks and limitations within any control procedure. There can be no
assurance that any design will succeed in achieving its stated objectives under
all future events, no matter how remote, or that the degree of compliance with
the policies or procedures may not deteriorate. Because of the inherent risks
and limitations in financial disclosure, controls, and procedures, the Company
may not be able to prevent or detect all misstatements or failures to comply
with the Exchange Act. Accordingly, even effective disclosure controls and
procedures can only provide reasonable assurance of achieving their control
objectives.
The Company's internal control over financial reporting disclosure,
financial controls, and reporting procedures are designed by, or are under the
supervision of, the Company's Certifying Officer. The Company's Certifying
Officer is solely involved in implementing the Company's internal control over
financial reporting disclosure, financial controls, and reporting procedures in
an effort to provide reasonable assurance regarding the reliability of financial
reporting, the preparation of financial statements, and the structural
flexibility required to effectuate such procedures. The Company does not
presently have any other Board of Director members, management, or other
personnel responsible for the Company's internal controls over financial
reporting.
The Company's internal control over financial reporting disclosure,
financial controls, and reporting procedures are consistent with generally
accepted accounting principles, and include policies and procedures that:
(1) pertain to the maintenance of records in reasonable detail, and
accurately and fairly reflect the transactions and dispositions of
the assets of the Company;
(2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that
receipts and expenditures of the Company are being made only with
the authorization of the Company's Certifying Officer; and
(3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the
Company's assets, and unauthorized transactions, that could have a
material effect on the Company's financial statements.
The Certifying Officer is aware of no changes in the Company's
financial reporting disclosure, financial controls, or reporting procedures
during the quarter ended June 30, 2007, that could materially affect the
Company's ability to comply with the Exchange Act. The Certifying Officer is
aware of no instances during the quarter ended June 30, 2007, whereby the
Company's internal control over financial reporting disclosure, financial
controls, and reporting procedures revealed any deficiency or material weakness
requiring corrective action by the Company.
13
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not currently involved in any legal proceedings.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
None
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibits
- --------
31 Certification of Sheldon Gold
32 Certification of Sheldon Gold
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
August 20, 2007
Eco Depot, Inc.
By: /s/ Sheldon Gold
------------------------------------------
Sheldon Gold, Chief Executive Officer
and chief financial and accounting officer
14