SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
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FORM SB-2
Registration Statement under the Securities Act of 1933
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Commission File Number: 021-75387
ECO DEPOT, INC.
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(Exact Name of Issuer as Specified in Its Charter)
Nevada 5090 06-1742208
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State of Incorporation Primary Standard Industrial I.R.S. Employer
Classification Code Number Identification No.
2311 West 16th, #83
Spokane, Washington 99224
(509) 482-1154
(Address and Telephone Number of Issuer's Principal Executive Offices)
Nadine Sullivan - President
2311 West 16th, #83
Spokane, Washington 99224
(509) 482-1154
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(Name, Address, and Telephone Number of Agent for Service)
Copies of all communications to:
Timothy S. Orr, Esq.
4328 West Hiawatha Drive, Suite 101
Spokane, WA 99208
Phone: (509) 462-2926, Fax: (509) 462-2929
Approximate date of proposed sale to the public: As soon as practical after the
effective date of this Registration Statement.
If the securities being registered herein will be sold by the security
shareholders on a delayed or continuous basis pursuant to Rule 415 of the
Securities Act of 1933 please check the following box. |X|
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the Registration statement is expected to be made pursuant to
Rule 434, please check the box. |_|
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CALCULATION OF REGISTRATION FEE
Securities to be Amount To Be Offering Price Aggregate Registration
Registered Registered Per Share[1] Offering Price Fee[2]
Common Stock 10,000,000 $ 0.02 $ 200,000 $ 25.34
Common Stock by
Selling Security
Shareholders 1,575,000 $ 0.02 $ 31,500[3] $ 3.99
[1] The offering price has been arbitrarily determined by Eco Depot, Inc.
("EDI") and bears no relationship to assets, earnings, or any other valuation
criteria. No assurance can be given that the shares offered hereby will have a
market value or that they may be sold at this, or at any price.
[2] The portion of the shares which are being offered by the selling
shareholders has been calculated based upon Rule 457(c) under the Securities
Act.
[3] EDI will not receive any of the proceeds from the sale of common stock
by selling security shareholders.
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON DATES AS MAY BE
NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER
AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES
ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON DATES
AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.
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PROSPECTUS
===============================================================
ECO DEPOT, INC.
SHARES OF COMMON STOCK
NO MINIMUM TO 10,000,000 MAXIMUM BEING SOLD BY US TO THE PUBLIC
AND
ECO DEPOT, INC.
SHARES OF COMMON STOCK
1,575,000 SHARES OF COMMON STOCK BEING SOLD BY SELLING
SHAREHOLDERS
Prior to this offering, there has been no public trading market for the common
stock. Eco Depot, Inc. ("EDI") common stock is presently not traded on any
market or securities exchange.
EDI is registering up to 10,000,000 shares of common stock at an offering price
of $0.02. The maximum amount to be raised is $200,000. There will be no
underwriter or broker/dealer involved in the transaction and there will be no
commissions paid to any individuals from the proceeds of this sale. The shares
are being offered by EDI through its sole officer and director. There will be no
minimum amount of shares sold and EDI will not create an escrow account into
which the proceeds from any shares will be placed. The proceeds from all shares
sold by EDI will be placed into the corporate account and such funds shall be
non-refundable to subscribers except as may be required by applicable law. EDI
will pay all expenses incurred in this offering.
Concurrently with Eco Depot, Inc.'s registration and offering of 10,000,000
common shares certain existing shareholders of the Company are selling 1,575,000
shares at an offering price of $0.02 per share for the duration of the offering,
on a best efforts basis, no minimum, 1,575,000 shares maximum. There is no
escrow account. The offering by the selling shareholders will be for a maximum
period of 90 days from ___________________ and may be extended for an additional
90 days if the Company so chooses to do so. EDI does not receive any proceeds
from the sale of any of the shares held by the selling shareholders.
The following table sets forth the information for the share offering:
PRICE UNDERWRITING DISCOUNTS PROCEEDS
TO PUBLIC DISCOUNTS OR COMMISSIONS TO COMPANY
--------- ------------------------ ----------
Per share as
offered $ 0.02 None $ 0.02
by EDI
Total number of
shares being
offered by EDI
(10,000,000) $ 200,000 None $ 200,000
Per share
(Offered by
Certain
Selling
Shareholders) $ 0.02 None None
Total shares
offered
by Certain Selling
Shareholders
(1,575,000) $ 31,500 None None
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Prior to this offering, there has been no public trading market for the common
stock. Eco Depot, Inc. ("EDI") common stock is presently not traded on any
market or securities exchange.
The quoted price is the initial asking price by the selling shareholders. In the
event that a market is created to trade these shares, the shares will be offered
at the fixed price of $0.02 per share for the duration of the offering. At
present, the selling shareholders have no agreements with any broker/dealer to
sell these shares. In the event that shares are sold through a broker/dealer, a
standard commission will be paid from the proceeds to that broker/dealer.
The securities have not been approved or disapproved by the Securities and
Exchange Commission or any state securities commission nor has the Securities
and Exchange Commission or any state securities commission passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is ___________________.
INVESTING IN THE COMPANY'S COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING AT PAGE 10. PLEASE READ THIS PROSPECTUS CAREFULLY.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Security and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
The date of this prospectus is ___________, 2005
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TABLE OF CONTENTS
Summary ...................................................................... 8
Offering ..................................................................... 8
Summary of Financial Information ............................................. 9
Risk Factors ................................................................ 10
Forward-Looking Statements................................................... 17
Available Information ....................................................... 17
Use of Proceeds.............................................................. 18
Determination of Offering Price.............................................. 19
Selling Security Holders..................................................... 19
Plan of Distribution......................................................... 20
Legal Proceedings............................................................ 22
Directors, Officers, Promoters, and Control Persons.......................... 22
Security Ownership of Certain Beneficial Owners and Management............... 23
Description of Securities.................................................... 24
Interests of Named Experts and Counsel....................................... 25
Disclosure of Commission Position on Indemnification for Security
Act Liabilities ............................................................. 26
Description of Business...................................................... 26
Plan of Operation............................................................ 34
Description of Property...................................................... 37
Certain Relationships and Related Transactions............................... 37
Market for Common Equity and Related Stockholder Matters..................... 38
Executive Compensation....................................................... 39
Changes in or Disagreements with Accountants Disclosure...................... 39
Financial Statements ................................................... F1 - F9
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Until ________, 2005, (90 days after the effective date of this prospectus) all
dealers that effect transactions in these securities whether or not
participating in this offering, may be required to deliver a prospectus. This is
in addition to the dealer's obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.
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Prospectus Summary
Eco Depot, Inc.
This summary highlights certain information contained elsewhere in this
prospectus. You should read the entire prospectus carefully, including our
financial statements and related notes, and especially the risks described under
"Risk Factors" beginning on page 10.
Corporate Background
Eco Depot, Inc. ("Eco Depot") was organized on November 2, 2004. Eco Depot has
not generated any revenue to date and should be considered as a development
stage corporation. Eco Depot 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
environmentally friendly "green" products from various manufacturers through it
proposed website.
Eco Depot's principal office is located at 2311 West 16th, #83, Spokane
Washington 99224. Our telephone number is (509) 482-1154 and our facsimile
number is (509) 921-5605.
The Offering
------------
Securities being Offered by Up to 11,575,000 shares of common stock.
Selling Shareholders, Common 1,575,000 common shares being offered by
Stock, par value $0.001 selling shareholders. 10,000,000 shares
of common stock being offered by EDI.
Offering Price A price per share is set at $0.02 for the
Market for the duration of the offering.
Common Shares
There is no public market for the common
shares. The price per share is $0.02.
In addition, the offering price for the
shares will remain $0.02 per share until
such a time the shares are quoted on the
Over- The-Counter (OTC) Bulletin Board or an
exchange. The selling security holders may
sell at prevailing market prices or
privately negotiated prices, only after the
shares are quoted on either the OTC Bulletin
Board or an exchange.
There is no assurance that Eco Depot will be
able to meet the requirement for a public
listing or quotation of its Common Stock.
Further, even if Eco Depot is able to have
its Common Stock quoted or granted listing,
there is no assurance that a market for the
common shares will develop. If a market
develops, there can be no assurances that
the price of the shares in the market will
be equal to or greater than the price per
share investors pay in this offering; in
fact, the price of our shares in any market
that may develop could be significantly
lower.
Minimum Number of
Shares to be Sold
in this Offering None.
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Securities Issued
And to be Issued Currently 5,575,000 shares of our common
stock are issued and outstanding.
1,575,000 of the currently issued common
stock is to be sold under this prospectus by
existing shareholders. 10,000,000 common
shares are to be sold by EDI. If the maximum
number of shares is sold pursuant to this
prospectus there will be 15,575,000 shares
issued and outstanding.
Use of Proceeds Eco Depot will not receive any proceeds from
the sale of the 1,575,000 common stock sold
by the selling security shareholders. If all
10,000,000 common shares being offered by EDI
are sold the total gross proceeds to EDI
would be $200,000. The intended use of the
proceeds from EDI's offering will be
allocated toward expenditures estimated at
$166,500, Administrative expenses estimated
at $18,000. The total expenses associated
with this offering; including the preparation
of this registration statement has been
estimated at $10,500 and are being paid by
EDI.
Terms of the Offering The selling security shareholders will
determine when and how they will sell the
common stock being registered in this
prospectus.
Offering Period The shares are being offered for a period not
to exceed 90 days from the date of the date
this Prospectus is effective with the
Security and Exchange Commission,unless
extended by the Company for an additional
90 days.
You should rely only on the information contained in this prospectus. Eco Depot
has not authorized anyone to provide you with information different from that,
which is contained in this prospectus. The selling security holders are offering
to sell shares of common stock and seeking offers to buy shares of common stock
only in jurisdictions where offers and sales are permitted. The information
contained in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus, or of any sale of the
common stock.
SUMMARY OF FINANCIAL INFORMATION
The following summary financial information for the periods stated summarizes
certain information from our financial statements included elsewhere in this
prospectus. You should read this information in conjunction with Management's
Plan of Operations and the financial statements and the related notes thereto
included in this prospectus.
9
Income Statement For the period from November 2, 2004 (Inception)
To September 30, 2005 (audited)
-------------------------------
Revenues $ 0
Net Income (Loss) $ (1,372)
Net Income (Loss) per Share $ 0
Balance Sheet As of September 30, 2005 (audited)
----------------------------------
Total Assets $ 18,378
Total Liabilities $ 0
Shareholders' Equity (Deficit) $ 18,378
RISK FACTORS
Eco Depot considers the following to be all the material risks to an investor
regarding this Offering. Eco Depot, Inc. should be viewed as a high-risk
investment and speculative in nature. An investment in Eco Depot's common stock
may result in a complete loss of the invested amount.
THERE IS SUBSTANTIAL DOUBT ABOUT ECO DEPOT'S ABILITY TO CONTINUE AS A GOING
CONCERN
Our auditor's report on our September 2005 financial statements expresses an
opinion that substantial doubt exists as to whether we can continue as an
ongoing concern. Because our officer and director may be unable or unwilling to
loan or advance any additional capital to Eco Depot, therefore, you may be
investing in a company that will not have the funds necessary to continue its
operations.
ECO DEPOT HAS NO OPERATING HISTORY, THUS THE COMPANY CANNOT PREDICT
WHETHER IT WILL BE SUCCESSFUL IN REMAINING AN ONGOING CONCERN
Eco Depot is a development stage company that was only recently established in
November of 2004. Although Eco Depot has begun the process of setting up a
web-site for sale of environmentally friendly goods and products
(www.ecodepotinc.com), it has not begun its initial revenue generating
operations. There can be no assurance that Eco Depot will ever reach a level of
profitability. The revenue and income potential of Eco Depot's proposed business
and operations is unproven, and the lack of operating history makes it difficult
to evaluate the future prospects of the business or determine whether or not it
will remain as a going concern.
ECO DEPOT'S WEBSITE IS NOT YET FULLY DEVELOPED, AS SUCH THERE IS NO ASSURANCE
THE COMPANY'S ANTICIPATED BUSINESS OF SELLING ENVIROMENTALLY FRIENDLY PRODUCTS
ON-LINE WILL EVER GENERATE REVENUE
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Eco Depot faces multiple risks associated with the development of a new and
speculative business. The Company has no products, has not provided any
services, and has limited assets, $18,378 as of September 30, 2005. In addition,
Eco Depot will be subject to numerous risks, expenses, and difficulties
typically encountered in the development of new business. There is no assurance
that Eco Depot's anticipated business will ever be successful or profitable.
ECO DEPOT'S OPERATING RESULTS IN ONE OR MORE FUTURE PERIODS WILL MORE THAN
LIKELY FLUCTUATE SIGNIFICANTLY FAILING TO MEET INVESTORS EXPECTATIONS
If, and when, Eco Depot begins operations, Eco Depot expects significant
fluctuations in future results of operation due to a variety of factors, many of
which are outside of our control, including, but not limited to:
* Demand for and market acceptance of environmentally friendly products;
* Eco Depot's ability to expand its market share;
* Competitive factors that affect Eco Depot's pricing structure;
* The variety and mix of products Eco Depot anticipates to sells;
* The timing and magnitude of capital expenditures, including costs relating
to the start-up, marketing, and continued expansion of operations;
* Conditions specific to the internet industry as well as distribution of
environmental products and general economic factors;
* Changes in generally accepted accounting policies, especially those
related to the online sales industry; and
* New government regulation or legislation related to online sales and
distribution of environmental products.
ECO DEPOT IS A START-UP COMPANY WITH LIMITED FUNDS; THEREFORE IT MAY NOT BE
CAPABLE OF DEVELOPING ITS PROPOSED BUSINESS INTO A REVENUE GENERATING OPERATION
Eco Depot's ability to develop the business into a revenue generating operation
will depend on a number of factors, which include the ability to:
* Provide environmentally friendly goods, energy efficient building and
construction materials, and sustainable home products that are reliable,
and cost effective;
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* Market the retail sales of environmentally friendly products that Eco
Depot carries on its proposed website effectively;
* Continue to expand Eco Depot's infrastructure to accommodate growth in the
business;
* Establish relationships with wholesalers and direct suppliers within the
environmental goods and products industry that will allow Eco Depot to
sell products at a profit;
* Hire, retain, and motivate qualified personnel; and
* Effectively respond to competition.
If Eco Depot is not successful in meeting these challenges and addressing the
risks and uncertainties associated with operating a business with limited funds,
Eco Depot would fail and any investment made in the common stock would decline
in value or be completely lost.
ECO DEPOT CURRENTLY HAS NO CUSTOMERS; IF THE COMPANY IS UNABLE TO GAIN CUSTOMERS
OR DEVELOP A MARKET ACCEPTANCE IN A RELATIVELY SHORT PERIOD OF TIME THE COMPANY
WILL FAIL
Selling environmental goods and products "on-line" is a relatively new and
emerging market; there can be no assurance that customers will adopt Eco Depot's
proposed business. Accordingly, Eco Depot cannot accurately estimate the
potential demand for the products Eco Depot anticipates selling.
Eco Depot believes that the acceptance of environmental goods and products will
depend on its ability to:
* Effectively market Eco Depot's website and the environmental goods and
products that it anticipates selling;
* Provide high quality customer support and be able to attract and retain
customers;
* Distribute and price the products in a manner that is engaging to
customers;
* Develop and maintain a favorable reputation among clientele and potential
customers; and
* Have the financial ability to withstand downturns in the general economic
conditions or conditions that would slow sales of environmentally friendly
goods, energy efficient building and construction materials, and
sustainable home products.
IF ECO DEPOT'S PLAN TO SELL ENVIRONMENTALLY FRIENDLY PRODUCTS DIRECTLY TO
CUSTOMERS OVER THE INTERNET IS NOT SUCCESSFUL, ECO DEPOT WOULD NOT BE ABLE TO
GENERATE REVENUE, AS A RESULT INVESTORS WOULD LOSE THEIR ENTIRE INVESTMENT
12
Eco Depot plans to sell environmentally friendly goods, energy efficient
building and construction materials, and sustainable home products directly to
customers through its proposed website. The ability to achieve revenue growth in
the future will depend on the ability to develop and maintain an effective
website that will attract customers, the ability to hire qualified sales and
technical personnel, and offer new environmentally friendly products. In
addition, Eco Depot is dependent on several factors relating to the Internet as
a whole, including the relatively new and unproven nature the Internet as a
medium is for commerce. Although sales over the Internet have continued to
develop and grow over the past few years the Internet is a developing market and
long-term acceptance of the Internet as a sales medium has not been
statistically proven. Only recently have a few select companies shown a
reasonable profit through Internet business sales and commerce; there can be no
assurance that a trend towards profitability will continue or be sustained by
Eco Depot, of which would result in complete loss in its common share value.
IN THE FUTURE ECO DEPOT WILL BE REQUIRED TO INCREASE ITS OPERATING EXPENSES IN
ORDER TO GROW; ANY INCREASE OF EXPENSES THAT IS NOT OFFSET WITH REVENUE WILL
RESULT IN LOSSES TO THE COMPANY
Eco Depot plans to increase operating expenses in order to bring about and
support higher sales of environmentally friendly goods, energy efficient
building and construction materials, and sustainable home products, which will
result in losses that Eco Depot may not be able to offset with revenues.
Specifically, Eco Depot plans to increase operating expenses to expand sales and
marketing operations. If revenue falls below our expectations in any quarter and
Eco Depot is not able to quickly reduce spending in response, Eco Depot's
operations will be adversely affected and may result in significant losses.
ECO DEPOT WILL NEED ADDITIONAL CAPITAL, CURRENTLY ESTIMATED AT $200,000, TO
EXPAND ITS PROPOSED BUSINESS AND REMAIN AS A GOING CONCERN, WITHOUT WHICH, THE
COMPANY WOULD FAIL
As of September, 2005 the Company had $18,378 of cash on hand and available. Eco
Depot anticipates expenses of approximately $10,500 relating to this offering.
The remaining proceeds after the expenses relating to this offering have been
estimated at $7,000. This estimated capital will be expended on continuing the
development of the website (estimated at $4,500), beginning the initial phases
of the marketing plan ($1,500), and administrative expenses ($1,000). The future
expansion of the business, beyond the initial development stages, as described
above will require significant capital to fund anticipated operating losses,
working capital needs, marketing, and capital expenditures, estimated at
$200,000. (See "Use of Proceeds" herein.)
Although, management believes during the next twelve months, Eco Depot will be
able to meet its cash requirements, there can be no assurance Eco Depot will be
successful in raising future proceeds or that its proposed business will be able
to generate a level of revenue that can sustain the growth and expansion of the
business. Any shortfall of capital, whether an inability to raise funds or
13
generate revenue, would adversely impact the progress and development of the
business.
Future equity or debt financing may not be available to Eco Depot on favorable
terms, or perhaps may not be available at all. Borrowing instruments such as
credit facilities and lease agreements will likely have restrictions on lending
money to a start-up company with little or no assets, such as Eco Depot. Eco
Depot's inability to obtain additional capital on satisfactory terms may delay
or prevent the expansion of our business, which would cause the business and
prospects to suffer.
ECO DEPOT WILL ENCOUNTER INTENSE COMPETITION, WHICH COULD LEAD TO GREATER
EXPENSES IN ESTABLISHING A POSITION WITHIN THE MARKETPLACE; IF THE COMPANY IS
UNABLE TO MEET THE DEMAND OF THESE EXPENSES THE BUSINESS WOULD FAIL
Eco Depot will face intense competition from other businesses that sell and
distribute environmentally friendly goods, energy efficient building and
construction materials, and sustainable home products including Internet
distributors and companies with store front sales of environmental products.
These competitors will have longer operating histories, greater brand name
recognition, and larger installed customer bases. Competition will pose the
following hurdles to the success of Eco Depot:
* The established competition will have significantly more financial
resources, R&D facilities, and marketing experience than those of Eco
Depot. The competition may create future developments that will render the
Company's proposed business plan obsolete;
* Eco Depot anticipates competition from new entrants into its targeted
industry segment. The Company believes that demand for environmentally
friendly goods and products will grow. As this occurs, Eco Depot expects
competition to become more intense and there can be no guarantee the
Company will be able to remain competitive with new entries into the
market;
* Eco Depot will likely need to obtain and maintain certain technical,
trademark, and patent advantages over its competitors. Maintaining such
advantages will require a continued high level of investment by the
Company in R&D, marketing, sales, and customer support;
* There can be no assurance that Eco Depot will have sufficient resources to
maintain its R&D, marketing, sales, and customer support efforts on a
competitive basis, or that the Company will be able to make the
technological advances necessary to maintain a competitive advantage with
respect to proposed business; and
* Increased competition could result in price reductions, fewer product
orders, obsolete technology, and reduced operating margins, any of which
could materially and adversely affect the Company's business, financial
condition, and results of operations.
14
ECO DEPOT WILL DEPEND UPON THIRD PARTIES FOR THE SUCCESS OF ITS FUTURE BUSINESS,
WHICH COULD LEAD TO OPERATIONAL DELAYS AND ADDITITIONAL EXPENSES THAT THE
COMPANY MAY NOT BE ABLE TO OVERCOME RESULTING IN THE BUSINESS TO FAIL
Eco Depot's future performance will depend upon its ability to market and
deliver environmentally friendly goods, energy efficient building and
construction materials, and sustainable home products through its proposed
website. In this regard, Eco Depot may contract with third-party web designers
and marketing consultants and delivery companies. However, the Company has no
guarantee that the third party's capacity will be sufficient to meet the demand
for the Company's business in terms of quality and delivery. If the third party
cannot meet the Company's demands, there can be no assurance that Eco Depot will
ever achieve revenues or have profitable operations.
ECO DEPOT IS DEPENDENT ON KEY PERSONNEL AND ANY TURNOVER COULD SERIOUSLY IMPEDE
THE SUCCESS OF THE BUSINESS
Eco Depot success and execution of its business strategy will depend
significantly upon the continuing contributions of, and on its ability to
attract, train, and retain qualified personnel. In this regard, the Company is
particularly dependent upon the services of Nadine Sullivan, its President and
Director. Eco Depot does not have an employment agreement with its sole officer,
and as a result there is no assurance that Nadine Sullivan will continue to
manage Eco Depot in the future. The loss of the services of its Officer, or in
the future any key employees would have a material adverse impact on the further
development of Eco Depot's business.
THE OFFICER AND DIRECTOR, NADINE SULLIVAN, IS EMPLOYED ELSEWHERE; THIS MAY
CREATE A TIME CONFLICT OF INTEREST BETWEEN HER AND ECO DEPOT, INC., WHICH COULD
JEOPARDIZE FUTURE DEVELOPMENT OF ECO DEPOT
Ms. Sullivan, the Officer/Director, is currently employed elsewhere and only
plans to devote up to a maximum of fifteen hours per week to the development of
the Eco Depot's business, but unforeseen conflicts may result in taking time
away from the furtherance of Eco Depot's business, which would negatively impact
the development of the Company. Ms. Sullivan may choose to return to full-time
employment in the future, but at the present time, no plans or timeframes to do
so exist.
THE LIMITED EXPERIENCE OF ECO DEPOT'S CURRENT MANAGEMENT COULD HINDER OPERATIONS
AND THEREFORE LIMIT ANY POTENTIAL GROWTH OR PROFITABILITY OF THE COMPANY
Current management of Eco Depot has had limited experience in the start-up and
development of an Internet online retail business. The lack of experience of the
current Officer of the Company may prevent the Company from achieving growth
and/or profitability in the future.
15
ECO DEPOT CURRENTLY HAS ONE DIRECTOR, NADINE SULLIVAN, WHOM HAVE SIGNIFICANT
CONTROL ON ALL MATTERS SUBMITTED FOR STOCKHOLDER APPROVAL WHICH COULD RESULT IN
CORPORATE DECISIONS THAT NEGATIVELY IMPACT OTHER SHAREHOLDERS
Currently, Nadine Sullivan owns 71.7% of Eco Depot's issued and outstanding
common stock. As a result, she has significant control on the outcome of all
matters submitted to a vote by stockholders, which may include the election of
directors, amendments to the certificate of incorporation, and approval of
significant corporate transactions.
NO DIVIDEND IS PAID BY ECO DEPOT TO ITS HOLDERS OF COMMON SHARES AND NO DIVIDEND
IS ANTICIPATED TO BE PAID IN THE FORESEEABLE FUTURE, WHICH MAY DETER POTENTIAL
INVESTORS FROM INVESTING IN ITS COMMON STOCK AND PREVENT HOLDERS OF ITS COMMON
STOCK FROM SELLING THEIR SHARES IN THE FUTURE
Eco Depot has not paid any cash or other dividends on its Common Stock and does
not expect to declare or pay any such cash dividends in the foreseeable future;
this may prevent investors from investing in Eco Depot in the future and prevent
shareholders of the common stock from ever selling their shares because of the
lack of buyers.
INVESTORS WILL PAY MORE FOR ECO DEPOT'S COMMON STOCK THAN THE PRO RATA PORTION
OF THE COMPANY'S ASSETS ARE WORTH; AS A RESULT INVESTING IN THE COMMON STOCK MAY
RESULT IN AN IMMEDIATE LOSS TO SHAREHOLDERS
The arbitrary offering price of $0.02 per common share as determined herein, is
substantially higher than the net tangible book value per share of Eco Depot's
common stock. Eco Depot's assets do not substantiate a share price of $0.02 per
share. This premium in share price applies to the terms of this offering and
does not attempt to reflect any forward looking share price subsequent to the
company obtaining a listing on any exchange, or becoming quoted on the OTC
Bulletin Board.
ECO DEPOT HAS NO PUBLIC MARKET FOR ITS STOCK AND THERE IS NO ASSURANCE ONE WILL
EVER DEVELOP; IF A MARKET DOES NOT DEVELOP SHAREHOLDERS MAY NOT BE ABLE TO EVER
SELL THEIR SHARES RESULTING IN A COMPLETE LOSS OF THEIR INVESTMENT
There is no public market for Eco Depot's shares of common stock. Selling
shareholders will still be limited to selling the shares at $0.02 per share (set
offering price per share pursuant to this prospectus) until the shares are
quoted on the Over-The-Counter (OTC) Bulletin Board or an exchange.
There is no assurance that Eco Depot will be able to meet the requirement for a
public listing. Further, even if Eco Depot is able to have its Common Stock
quoted or granted listing, there is no assurance that a market for the common
shares will develop the shares in the market will be equal to or greater than
16
the price per share investors pay in this offering; in fact, the price of our
shares in any market that may develop could be significantly lower.
Currently Eco Depot has eight shareholders and there is no guarantee that
additional investors will purchase Eco Depot's common stock.
VIRTUALLY ALL OF ECO DEPOT'S SHAREHOLDERS WILL BE SELLING ALL OF THEIR SHARES,
WHICH COULD NEGATIVELY IMPACT THE SHARE PRICE
The selling shareholders may sell or attempt to sell all of their shares being
registered herein; as a result, the price of the stock may fall. Eco Depot has a
limited number of shares issued and outstanding. Sale of any significant amount
of shares into the market would depress the share price and the share price may
not appreciate thereafter.
FORWARD-LOOKING STATEMENTS
Most of the matters discussed within this Registration Statement include
forward-looking statements on Eco Depot's current expectations and projections
about future events. In some cases you can identify forward-looking statements
by terminology such as "may," "should," "potential," "continue," "expects,"
"anticipates," "intends," "plans," "believes," "estimates," and similar
expressions. These statements are based on the Company's current beliefs,
expectations, and assumptions and are subject to a number of risks and
uncertainties. Actual results and events may vary significantly from those
discussed in the forward-looking statements.
These forward-looking statements may include, among other things:
* Obtaining and expanding market acceptance of the products Eco Depot offers
through its proposed Internet website;
* Forecasting the acceptance of environmentally friendly goods, energy
efficient building and construction materials, and sustainable home
products over the Internet medium; and
* Competition and competitive influences within Eco Depot's proposed
marketplace.
These forward-looking statements are made as of the date of this Prospectus, and
Eco Depot, Inc. assumes no obligation to explain the reason why actual results
may differ because of the highly speculative nature of Eco Depot's proposed
business strategy. In light of these assumptions, risks, and uncertainties, the
forward-looking events discussed in this Prospectus might not occur.
AVAILABLE INFORMATION
Eco Depot filed a registration statement on Form SB-2 with the Securities and
Exchange Commission, under the Securities Act of 1933, covering the securities
in this offering. As permitted by rules and regulations of the Commission, this
prospectus does not contain all of the information in the registration
statement. For further information regarding both Eco Depot, Inc. and the
securities in this offering, Eco Depot refers you to the registration statement,
17
including all exhibits and schedules, which may be inspected without charge at
the public reference facilities of the Commission's Washington, D.C. office, 450
Fifth Street, N.W., Washington, D.C. 20549. Copies may be obtained upon request
and payment of prescribed fees.
As of the effective date of this prospectus, Eco Depot has become subject to the
information requirements of the Securities Exchange Act of 1934. Accordingly,
Eco Depot will be required to file reports and other information with the
Commission. These materials will be available for inspection and copying at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549. Copies of the material may be obtained
from the public reference section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission maintains an
Internet Website located at www.sec.gov that contains reports, proxy and
information statements and other information regarding issuers that file reports
electronically with the Commission.
Copies of our Annual, Quarterly and other Reports filed with the Commission,
starting with the Quarterly Report for the first quarter ended after the date of
this prospectus (due 45 days after the end of the quarter) will also be
available upon request, without charge, by writing Eco Depot, Inc., 2311 West
16th, #83, Spokane, WA 99224.
USE OF PROCEEDS
Our offering is being made on a self-underwritten basis - no minimum of shares
must be sold in order for the offering to proceed. The offering price per share
is $0.02. The following table below sets forth the uses of proceeds assuming the
sale of 25%, 50%, 75% and 100% of the securities offered for sale in this
offering by the company.
- ----------------------- ---------- ---------- ---------- ----------
If 25% of If 50% of If 75% of If 100% of
Shares Shares Shares Shares
are Sold are Sold are Sold are Sold
- ----------------------- ---------- ---------- ---------- ----------
Gross Proceeds
from this Offering $ 50,000 $100,000 $150,000 $200,000
======== ======== ======== ========
-------- -------- -------- --------
Less:
Offering Expenses
-------- -------- -------- --------
- -Legal& Accounting 8,000 8,000 8,000 8,000
-------- -------- -------- --------
- -SEC Filing Fees 1,000 1,000 1,000 1,000
-------- -------- -------- --------
Postage/Printing 1,500 1,500 1,500 1,500
-------- -------- -------- --------
Total $ 10,500 $ 10,500 $ 10,500 $ 10,500
-------- -------- -------- --------
Less:
Business Development
-------- -------- -------- --------
- -Web Development 12,000 35,000 54,900 75,150
-------- -------- -------- --------
- -Marketing 18,000 42,000 67,100 91,850
-------- -------- -------- --------
Total $ 30,000 $ 77,000 $122,000 $167,000
-------- -------- -------- --------
Less:
Admin. Expenses
-------- -------- -------- --------
- -Corp. State Fees 500 500 500 500
-------- -------- -------- --------
- -Transfer Agent 2,000 2,000 2,000 2,000
-------- -------- -------- --------
- -Telephone/Printing/ 7,000 10,000 15,000 20,000
Mail/Office
-------- -------- -------- --------
Total $ 9,500 $ 12,500 $ 17,500 $ 22,500
-------- -------- -------- --------
Totals $ 50,000 $100,000 $150,000 $200,000
======== ======== ======== ========
- ----------------------- ---------- ---------- ---------- ----------
Investors must be aware that the above figures represent only estimated costs.
18
DETERMINATION OF OFFERING PRICE
Currently, there is no established public market for our common shares. As a
result, the offering price and other terms and conditions relative to our shares
have been arbitrarily determined by Eco Depot in order for us to raise up to a
total of $200,000 in this offering. The offering price bears no relationship
whatsoever to our assets, earnings, book value or other criteria of value. Among
the factors considered were:
* Our lack of operating history;
* Proceeds to be raised by this offering;
* The amount of capital to be contributed by purchasers in this Offering
in proportion to the amount of stock to be retained by our existing
Stockholders; and
* Our cash requirements.
In addition, no investment banker, appraiser, or other independent third party
has been consulted concerning the offering price for the shares or the fairness
of the offering price considered for the shares.
SELLING SECURITY HOLDERS
The following table sets forth information as of September 30, 2005 with respect
to the beneficial ownership of our common stock both before and after the
offering. The table includes all those who beneficially own any of our
outstanding common stock AND are selling their shares in the concurrent
offering.
NOTE: Our sole office and director, Nadine Sullivan, as of the date of this
Prospectus owns 4,000,000 common shares, which are subject to Rule 144
restrictions.
Selling shareholders will still be limited to selling the shares at $0.02 per
share (set offering price per share pursuant to this prospectus) until the
shares are quoted on the Over-The-Counter (OTC) Bulletin Board or an exchange.
To date, there have been no steps taken to list Eco Depot's common stock on any
public exchange for listing.
The percentages determined in these calculations are based upon 5,575,000 of our
common shares issued and outstanding as of the date of this Prospectus. The
table set forth below shows the number of shares and percentage before and after
the public offering.
All of the shares registered herein will become tradable on the effective date
of this registration statement. The following table sets forth the beneficial
ownership of the shares held by each person who is a selling security holder and
by all selling security holders as a group.
19
Name of Shares Percentage Total of Total Percentage
Selling Owned Prior Owned Prior Shares Shares Owned
Security to This to This Offered After After
Holder Offering Offering For Sale Offering Offering
- --------------------------------------------------------------------------------
James Bell 275,000 4.9% 275,000 0 0.0%
James Giachetti 275,000 4.9% 275,000 0 0.0%
Gloria King 200,000 3.6% 200,000 0 0.0%
Justin Miller 200,000 3.6% 200,000 0 0.0%
James Orr 225,000 4.0% 225,000 0 0.0%
Dave Taigen 200,000 3.6% 200,000 0 0.0%
Jeff Trudeau 200,000 3.6% 200,000 0 0.0%
================================================================================
Selling Security
Holders as a
Group 1,575,000 28.3% 1,575,000 0 0.0%
The selling security holders, as a group, are hereby registering 1,575,000
common shares, of which after the effective date of this registration statement,
they may sell at any time.
The shares owned by the selling security holders are being registered pursuant
to Rule 415 of the General Rules and Regulations of the Securities and Exchange
Commission, which Rule pertains to delayed and continuous offerings and sales of
securities. In regard to the shares offered under Rule 415, has given certain
undertakings in Part II of the Registration statement of which this registration
statement is a part of, which in general, Eco Depot commit to keep this
registration statement current during any period in which offers or sales are
made pursuant to Rule 415.
In the event the selling security holders receive payment for the sale of their
shares, Eco Depot will not receive any of the proceeds from such sales. Eco
Depot is bearing all expenses in connection with the registration of the shares
of the selling security holders estimated at $10,500.
Excluding the mentioned officer and director herein, to our knowledge, none of
the selling shareholders:
1. Has had a material relationship with Eco Depot, Inc. other than as a
shareholder, as noted above at any time since inception, November 2004; or
2. Has ever been an officer or director of Eco Depot, Inc.
PLAN OF DISTRIBUTION
General
We are offering 10,000,000 shares on a self-underwritten basis. The offering
price has been set at $0.02 per share for the duration of the offering.
20
A group of selling shareholders is endeavoring to sell their shares of common
stock at the same time and at the same price per share. Currently, the
percentage of the total outstanding common stock being offered by the selling
shareholders is approximately 28% based upon 5,575,000 of our common shares that
are issued and outstanding as of the date of this Prospectus. Eco Depot, Inc.
will not receive the proceeds from the sale of the shares by the selling
security holders.
We will sell the shares only through Nadine Sullivan, our president and a
director. Ms. Sullivan will receive no commission from the sale of any shares.
She will not register as a broker/dealer under Section 15 of the Securities
Exchange Act of 1934 in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those
conditions under which a person associated with an issuer may participate in the
offering of the issuer's securities and not be deemed to be a broker/dealer. The
conditions are that:
1. The person is not subject to a statutory disqualification, as that term is
defined in Section 3(a)(39) of the Act, at the time of his participation;
2. The person is not compensated in connection with his participation by the
payment of commissions or other remuneration based either directly or
indirectly on transactions in securities;
3. The person is not at the time of their participation, an associated person
of a broker/-dealer; and
4. The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of
the Exchange Act, in that he (A) primarily performs, or is intended
primarily to perform at the end of the offering, substantial duties for or
on behalf of the Issuer otherwise than in connection with transactions in
securities; and (B) is not a broker or dealer, or an associated person of a
broker or dealer, within the preceding twelve (12) months; and (C) do not
participate in selling and offering of securities for any Issuer more than
once every twelve (12) months other than in reliance on Paragraphs
(a)(4)(i) or (a)(4)(iii).
Ms. Sullivan is not statutorily disqualified, is not being compensated, and is
not associated with a broker/dealer. She is and will continue to be our
president and a director at the end of the offering and has not been during the
last twelve months and is currently not a broker/dealer or associated with a
broker/dealer. Ms. Sullivan has not during the last twelve months and will not
in the next twelve months offer or sell securities for another corporation. Ms.
Sullivan is not selling any of her shares in this offering and has not sold any
during the last twelve months.
Only after our prospectus is effective by the SEC, do we intend to advertise,
through tombstones, and hold investment meetings in various states where the
offering will be registered. We will not use the Internet to advertise our
offering. We will also distribute the prospectus to potential investors at the
meetings and to our friends and relatives who are interested in us and a
possible investment in the offering.
21
We confirm that we have not engaged and will not be engaging a finder in
connection with this offering.
Offering Period and Expiration Date
This offering will start on the date of this prospectus and continue for a
period of 90 days. We may extend the offering period for an additional 90 days,
or unless the offering is completed.
Procedures for Subscribing
If you decide to subscribe for any shares in this offering, you must
1. Execute and deliver a subscription agreement; and
2. Deliver a check or certified funds to us for acceptance or rejection.
All checks or money orders for subscriptions must be made payable to "ECO DEPOT,
INC."
Right to Reject Subscriptions
We have the right to accept or reject subscriptions in whole or in part, for any
reason or for no reason. All moneys from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours after
we receive them.
LEGAL PROCEEDINGS
Eco Depot, Inc. is not a party to or aware of any threatened litigation of a
material nature.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
The following table and subsequent discussion contains information concerning
our directors and executive officers, their ages, term served and all of our
officers and their positions, who will serve in the same capacity with Eco Depot
upon completion of the offering.
Name Age Term Served Title
- ----- --- ----------- -----
Nadine Sullivan 61 Since inception President, Director and
Chief Financial Officer
The above persons may be deemed a "promoter" of Eco Depot, Inc. as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933.
There are no other persons nominated or chosen to become directors or executive
officers, nor do we have any employees other than above mentioned officer and
director.
22
Officer and Director Background:
Nadine Sullivan: President and Director. Since June of 1994 owned and operated
W.O.W. Pollution Control Systems. Nadine is in charge of the day to day
operations of the company and does all of the EDI Government Bidding as well as
inside sales. The company changed names in 1999 to W.O.W. Energy Systems to
reflect the entry into the renewable energy market. The name changed again in
2003 to Eco Depot (Washington State Corporation) as the company expanded into
green building supplies. She Graduated in 1965 from Eastern Washington
University with a degree in Education and received her 5th year from Portland
State University in 1968. Ms. Sullivan currently anticipates devoting at most
fifteen hours to the development of the Company per month, as she has other
business interests beyond Eco Depot, Inc.
Currently Eco Depot has no employees other than the current officer and
director, Nadine Sullivan, which may create potential conflicts of interest. The
Officer anticipates devoting, at a, minimum fifteen hours per month to the
furtherance of Eco Depot over the next twelve months. The above times are
estimations that will likely increase within the next twelve months as Eco Depot
continues to develop its proposed business plan as set forth herein. However,
there is no guarantee that we will be successful in developing the business as
we are subject to the many risks described in this Registration Statement
beginning on page 10.
Our directors hold office until the next annual meeting of shareholders and the
election and qualification of their successors. The next such meeting is
scheduled for November 2005. Directors receive no compensation for serving on
the board of directors other than reimbursement of reasonable expenses incurred
in attending meetings. Officers are appointed by the board of directors and
serve at the discretion of the board.
We have not entered into any employment agreements with any of our employees,
and employment arrangements are all subject to the discretion of our board of
directors.
No executive Officer or Director of Eco Depot has been convicted in any criminal
proceeding (excluding traffic violations) or is the subject of a criminal
proceeding that is currently pending.
No executive Officer or Director of Eco Depot is the subject of any pending
legal proceedings.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of our common stock as it relates to our named Director and
executive Officer, and each person known to Eco Depot to be the beneficial owner
of more than five percent (5%) of said securities, and all of our directors and
executive officers as a group:
Name and Position Shares Percent Security
- ----------------- ------ ------- --------
Nadine Sullivan
President and Director 4,000,000 71.7% Common
================================================================================
Officers and Directors as
a Group (2) 4,000,000 71.7% Common
23
Nadine Sullivan address is 2311 West 16th, #83, Spokane, Washington 99224.
The above referenced common shares were paid for and issued in November 2004,
for consideration of $0.001 per share total consideration of $4,000.
DESCRIPTION OF SECURITIES
The following statements set forth summaries of the material provisions of our
Certificate of Incorporation and Bylaws, and are qualified in their entirety by
reference to the detailed provisions of our Certificate of Incorporation and
Bylaws, which have been provided as Exhibits to this registration statement. The
shares registered pursuant to the registration statement of which this
prospectus is a part, are shares of common stock, all of the same class and
entitled to the same rights and privileges as all other shares of common stock.
Common Stock
Eco Depot's Certificate of Incorporation authorizes the issuance of 75,000,000
shares of common stock, $.001 par value per share. As of the date of this
Prospectus, there are 5,575,000 common shares issued and outstanding. The
holders of Common Stock are entitled to one vote for each share held of record
on all matters to be voted on by the shareholders. There is no cumulative voting
with respect to the election of directors, with the result that the holders of
more than 50 percent of the Shares voted for the election of directors can elect
all of the directors. The holders of Common Stock are entitled to receive
dividends when, as and if declared by the board of directors out of funds
legally available therefore. In the event of liquidation, dissolution, or
winding up of Eco Depot, the holders of Common Stock are entitled to share
ratably in all assets remaining available for distribution to them after payment
of liabilities and after provision has been made for each class of stock, if
any, having preference over the common stock. The holders of Common Stock do not
have preemptive rights. In the future, preemptive rights may be granted by way
of amendment of Eco Depot's articles of incorporation, which would require a
vote by the board of directors and shareholders on such matter.
Preferred Stock
Eco Depot has not authorized any Preferred Stock, but in the future reserves the
right to do so at the discretion of the shareholders and the board of directors.
Options and Warrants
Eco Depot does not presently have any options or warrants authorized or any
securities that may be convertible into common stock. However, our Board of
Directors may later determine to authorize options and warrants for Eco Depot.
24
Dividend Policy
Eco Depot has not previously paid any cash dividends on our common stock and do
not anticipate or contemplate paying dividends on our common stock in the
foreseeable future. Our present intention is to utilize all available funds for
the development of our business. There is no assurance that Eco Depot will ever
have excess funds available for the payment of dividends. The only legal
restrictions that limit the ability to pay dividends on common equity or that
are likely to do so in the future are those restrictions imposed by State Laws.
Transfer Agent
Currently, Eco Depot has no Transfer Agent.
Penny Stock Regulation
Broker-dealer practices in connection with transactions in "penny stocks" are
regulated by certain penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks generally are equity securities with a price of less
than $5.00. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customer's account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock, the broker-dealer make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. As our shares immediately following this offering will likely
be subject to such penny stock rules, investors in this offering will in all
likelihood find it more difficult to sell their securities.
INTEREST OF NAMED EXPERTS AND COUNSEL
The financial statements of Eco Depot, Inc. for the period from inception on
November 2, 2004 to September 30, 2005 included in this prospectus have been
audited by Kyle L. Tingle, CPA, LLC, Las Vegas Nevada, independent certified
public accountant, as indicated in his report, and are included in this
Prospectus in reliance on the report given upon the authority of that firm as
experts in accounting and auditing.
The validity of the issuance of the common stock offered in this offering will
be passed upon for Eco Depot, Inc. by Timothy S. Orr, Attorney at Law and is
included in this prospectus.
No expert or counsel named in this registration statement as having prepared or
certified any part of this statement or having given an opinion upon the
validity of the securities being registered or upon other legal matters in
connection with the registration or offering of the common stock was employed on
a contingency basis, or had, or will receive, in connection with the offering, a
substantial interest, direct or indirect, in the registrant. Nor was any such
person connected with the registrant as a promoter, managing or principal
underwriter, voting trustee, Director, Officer, or employee.
25
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Our directors and officer are indemnified as provided by the Nevada Revised
Statutes and our bylaws. We have been advised that in the opinion of the
Securities and Exchange Commission indemnification for liabilities arising under
the Securities Act of 1933 is against public policy as expressed in the
Securities Act of 1933, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities is asserted by one of our
directors, officers, or controlling persons in connection with the securities
being registered, we will, unless in the opinion of our legal counsel the matter
has been settled by controlling precedent, submit the question of whether such
indemnification is against public policy to a court of appropriate jurisdiction.
We will then be governed by the court's decision.
DESCRIPTION OF BUSINESS
General
Eco Depot, Inc. was incorporated on November 2, 2004. Eco Depot is a development
stage company that plans to sell a full line of environmentally friendly goods,
specifically "green products" energy efficient building and construction
materials, and sustainable home products. Eco Depot will not manufacture any
equipment or goods, but will resell environmentally friendly products from
various manufacturers.
The environmental industry as defined by Organization for Economic Co-operation
and Development("OECD") and Eurostat (1999) is comprised of three main sectors:
1.) Pollution Management;
2.) Resources Management;
3.) Cleaner Technologies and Products.
In general, the pollution management sector includes air pollution, waste water
treatment, and waste management products, systems and services. Resource
management sector includes potable water treatment and distribution, recycled
material, renewable energy plants, and nature protection activities. Cleaner
technologies and products sector generally includes efficient products that are
designed to decrease material inputs, improve product quality, reduce energy
consumption, minimize waste, reduce emission during use, or some combination of
these.
Eco Depot, Inc. plans to develop and market an e-commerce enabled website which
will attract prospective industrial clientele, businesses, municipalities and
individual customers seeking cleaner technologies and products. Goods and
products specifically marketed within the cleaner products sector are generally
referred to as "green products." Specifically, the Company plans to market and
sell through its website goods and products that are defined as "green." Green
Products According to the 2003 GreenSpec Directory, from the editors of
Environmental Building News, goods or products must meet the following standards
to be considered "green."
26
Green Products
According to the 2003 GreenSpec Directory, from the editors of Environmental
Building News, goods or products must meet the following standards to be
considered "green."
1. Products made with salvaged, recycled or agricultural waste content.
* Salvaged products
* Products with post-consumer recycled content
* Products with post-industrial recycled content
* Products made from agricultural waste material
2. Products that conserve natural resources
* Products that reduce material use
* Products with exceptional durability or low maintenance requirements
* Certified wood products
* Rapidly renewable products
3. Products that avoid toxic or other emissions
* Natural or minimally processed products
* Alternatives to conventional preservation-treated wood
* Alternatives to ozone-depleting substances
* Alternatives to products made from PVC
* Alternatives to other components considered hazardous
* Products that reduce or eliminate pesticide treatments
* Products that reduce pollution or waste from operations
4. Products that reduce environmental impacts during construction,demolition
or renovation.
* Products that reduce the impacts of new construction
* Products that reduce the impacts of demolition
* Products that reduce the impacts of renovation
5. Products that save energy or water
* Building components that reduce heating and cooling loads
* Equipment that conserves energy
* Renewable energy and fuel cell equipment
* Fixtures and equipment that conserve water.
6. Products that contribute to a safe, healthy indoor environment
* Products that do not release significant pollutants into the
building
* Products that block the introduction, development or spread of
indoor contaminants
27
* Products that remove indoor pollutants
* Products that warn occupants of health hazards in the building
* Products that improve light quality.
Management believes that environmentally friendly products, specifically green
products will become increasingly popular as more and more of these products are
introduced into the marketplace. The Company plans to profit from this by
selling quality environmentally friendly "green" goods and products through its
proposed Internet website (www.ecodepotinc.com).
At this time government approval is not necessary for our business, and Eco
Depot is unaware of any significant government regulations that may impact its
proposed business within the e-commerce marketplace.
Eco Depot has not incurred any significant research and development costs, and
therefore does not expect to pass any such costs on to our prospective
customers.
The Company's mailing address is 2311 West 16th, #83, Spokane, Washington 99224.
The telephone number of our principal executive office is (509) 482-1154. The
fax number is (509) 921-5605.
Environmental "Green" Goods and Products
Eco Depot plans to offer innovative "green" products on its website such as
recycled paper counter tops, environmentally friendly paints, and recycled glass
tiles. As of the date of this prospectus Eco Depot has begun the initial
development of its website (www.ecodepotinc.com.) Below are examples of
environmental "green" goods and products currently listed on the Company's
website with a brief description of the product. As of the date of this
prospectus the Company has no contract or agreement or any other arrangement
with any manufacturer or distributor of environmental goods or products listed
on it website.
PaperStone: This product has a 100% water based resin system and uses a
proprietary paper that is guaranteed a minimum of 50% post consumer recycled
paper. It is designed to give the beauty of stone, the strength of steel, with
ease of workmanship.
Environ Biocomposite: Environ biocomposite is a highly engineered, patented
blend of recycled paper products, bio-based resins and color additives. The
material is created from recycled products and rapidly renewable resources,
thereby preserving limited and diminishing natural resources. Environ
biocomposite does not contain hazardous or toxic substances; it does not give
off formaldehyde and meets EPA VOC requirement. It is a decorative material
with a natural granite appearance that can be used where the appearance of stone
and the workability of wood are desirable.
Eco-Shake (by Re-New Wood, Inc.): The shakes are made from recycled
vinyl/cellulose (wood) and have the appearance of cedar shakes, they are
lightweight, fire and wind resistant, resist freeze thaw cycles and extreme heat
& humidity, resist mold, mildew and fungus, UV protected-fade resistant, install
like wood shakes and require minimal maintenance.
28
Tandus' C&A Floor covering: Carpet manufacturer with the EPP (Environmentally
Preferable Product) certification for its entire line of modular carpet.
Currently, this is the industry's only carpet made with a cushioned
recycled-content secondary backing.
D & M EcoWood: D &M's EcoWood(R) product line sets the industry standard for
bamboo floors in quality, beauty and performance. Bamboo is a grass, not wood.
It produces new shoots each year and is individually harvested from controlled
forests within 4 to 5 years. Since it is a fast growing and replenishable, it
won't hurt our rainforests. Furthermore, they use Mao Zhu (hairy bamboo) for the
D & M products, one of the hundreds of bamboo species not consumed by pandas.
Marmoleum: Natural product made from linseed oil, woodflour, pine rosin, jute
and limestone. Once installed, Marmoleum is hygienic and anti-static. It is
completely biologically degradable.
UltraTouch Natural Cotton Fiber insulation: UltraTouch is made from high quality
natural fibers. UltraTouch contains 85% post-industrial recycled natural fibers
making it an ideal choice for anyone looking to use a high quality sustainable
building material. These fibers contain inherent qualities that provide for
extremely effective sound absorption and maximum thermal performance. UltraTouch
contains no chemical irritants and requires no warning labels compared to other
traditional products. There are no VOC concerns when using UltraTouch, as it is
safe for you and the environment.
Purecoat: Low odor, no VOCs and *Microban(R): Paint with low odor and no VOCs
combined with all the application characteristics and features professionals
expect from top quality interior acrylic paint products. This solvent free,
non-polluting finish is friendly to the environment and ideal for use hospitals,
schools, hotels, offices and more where odor is a concern, yet durability is a
must.
Microban(R) Antimicrobial Protection: Microban inhibits the growth of
microorganisms (bacteria, mold and mildew) that can cause odors, stains, and
deterioration of the paint film. Microban is built-in to the paint during the
manufacturing process, Microban(R) Protection will not wash or wear off,
providing non-stop protection for the life of the paint film.
SuperSeal: 40 year no leak warranty provides economical waterproofing solutions:
SuperSeal dimpled membrane (foundation protection); Superdrain 5200; Superdrain;
8400; Dimpled mesh (ventilation and isolation of damp interior walls); Tile
Sub-floor Geo (wall or floor sub-base); Tile Sub-floor (tile or laminate);
Sub-floor Plus Foam (sound and dampness control);and Tunnel Drainage
The above products are currently displayed on the Eco Depot website
(www.ecodepotinc.com) however; they are displayed herein for the sole purpose of
providing examples of "green" goods and product, which the Company indents to
sell through its proposed internet site. As of the date of this prospectus,
investors must be aware that the website is not completed and if it should
become completed Eco Depot cannot provide any assurance or guarantee that the
above products will be sold on the website. Moreover, investors must be aware
that Eco Depot has no agreement, contract or other arrangement with the above
suppliers to sell the products on the website.
29
Internet Industry
The distribution of products over the Internet is one of the fastest growing
business segments in the world. Management believes that with the proper
marketing campaign, Eco Depot's E-commerce enabled website can develop into a
profitable business selling industrial clientele, businesses, municipalities and
individuals.
Marketing and Strategy
Target Market
Marketing
Eco Depot is currently in the process of developing an Internet website with
full electronic commerce capabilities, which will be used to offer our products
for sale to the consumer (www.ecodepotinc.com). Eco Depot plans to promote the
website and products listed by conventional advertising and marketing. Marketing
programs will require the bulk of capital expenditure during the initial phases
of Eco Depot's business development. Marketing strategies will be designed to
ultimately get consumers to Eco Depot's website. The Company plans to accomplish
this through various means including, but not limited to, radio and print media,
and Internet advertising. In addition, Eco Depot intends to increase customer
awareness and demand for environmentally friendly products by implementing
advertising and promotional campaigns addressed directly to industrial
clientele, businesses, municipalities and individual customers whom are involved
in the environmental industry, specifically those within the cleaner
technologies and products sector. Management believes that direct marketing will
provide an effective method for selling products and provide the capability to
measure results of sales.
The Company's objective will be to build customer awareness of Eco Depot's
business, specifically targeting industrial clientele and businesses, as well as
the individual customer. Eco Depot will focus on continually seeking to acquire
new visitors to its website at www.ecodepotinc.com. Management believes one of
the best ways to attract this target audience is to achieve high visibility in
the places where prospective customers are likely to be browsing. Eco Depot's
online campaigns will likely target sites that generate high traffic from
Internet users who fit Eco Depot's customer profile. In order to create this
market presence and increase customer awareness, Eco Depot intends to promote
our website on the most effective search engines, directories, and promotional
sites the Internet offers. However, to date, there have been no arrangements or
negotiations with any company regarding any alliance of any kind, for the above
stated marketing strategies.
It is important to note that Eco Depot has not yet fully developed our website,
and there can be no assurance that Eco Depot will be able to implement any
marketing campaigns and strategies successfully.
30
While listing a website with search engines and promotional websites will be a
high priority for the foundation of Eco Depot's marketing campaign, targeted
links with websites of similar interest will likely be another method management
will employ to obtain visitors that are interested in Eco Depot's products on
its website such as environmental conscious type businesses, including but not
limited to websites and vendors that sell/distribute environmental goods and
products.
Eco Depot plans to search for websites that are of similar interest to our
target audience in order to place targeted links. These links will have the
potential to increase targeted traffic to Eco Depot's website at a relatively
nominal fee. Moreover, Eco Depot intends to design a professional banner and
place it with various websites on a "reciprocal" basis and may also purchase
commercial online ad banners on highly trafficked websites that appeal to Eco
Depot's target audience. Eco Depot plans to work with a third party company to
send electronic message postings about our offerings in the various online
communities that are visited by our target audience. To date, no specific
arrangements or negotiations have been made with any such company.
Products
Eco Depot does not manufacture or design any products. Rather Eco Depot plans to
develop an on-line retail business of selling environmental friendly "green"
goods and products through an Internet website (See Environmental Goods and
Products within the "Business Description" above for examples of such goods.)
The website itself will be structured to host a comprehensive multi-distributor
catalog from which consumers can shop for a variety of "green products."
As of September 2005: Eco Depot has secured the domain name
"www.ecodepotinc.com" and has begun the initial development of its web page. At
this time the website is not complete.
Fourth Quarter 2005: Eco Depot plans to continue to develop the website by
adding product lines to the site. The product lines will represent manufacturers
of "green products" that are environmentally friendly. The product lines will
generally include goods and products within the construction industry. By the
end of the fourth quarter Eco Depot plans to have shopping cart availability on
its website. The cost to accomplish these tasks has been estimated at $4,500.
First/Second Quarter 2006: Eco Depot plans the completed website, (estimated to
be completed within 12 months), to have multiple product lines that customers
can readily navigate through given them an opportunity to shop and compare the
product lines on Eco Depot's website. Each of the product lines will display
specific products such as flooring, insulation, countertops, and other
environmental goods and products.
Once the website is completed, over the subsequent twelve months, Eco Depot
plans to implement a marketing campaign directed specifically at building
traffic "potential buyers" to its website. For this purpose management
anticipates employing a third party who specializes in increasing web traffic to
websites, such as PerfectTraffic.com, WebSiteTraffic.com and/or HitWise.com.
Management anticipates the cost for such a service who can guarantee visitors to
31
its website will cost approximately $ 200 to $300 per month for every 50,000
visitors. However, even if Eco Depot is successful in developing its proposed
website and contracting a third party to increase web traffic there can be no
guarantee or assurance that individuals will buy any of the products listed on
Eco Depot's website.
No guarantees or assurances can be made by Eco Depot that it will accomplish its
goals within the dates specified or cost the amount estimated by the Company.
Moreover, management has no current plan to substitute any additional products
or services except those described herein (environmentally friendly goods and
products). No guarantee or assurance can be made that Eco Depot's proposed
business model will be effective in distributing these products.
The website will be designed to meet Eco Depots' strategy of providing a broad
selection of environmentally friendly goods and products from multiple
manufactures and distributors.
Potential investors should realize that as of the date of this Prospectus, Eco
Depot is currently in the process of developing the Internet website and at this
time it is not fully operational.
Even if Eco Depot is successful in developing and ultimately launching its
proposed website (www.ecodepotinc.com), it's future success will be dependent on
several critical factors including, but not limited to, successfully raising
capital, market acceptance, and management's continued focus on the development
of the business. Furthermore, Eco Depot cannot assure investors that it will be
able to overcome the risks described within this Registration Statement to meet
the goal of its strategic business plan. (See Risk Factors, beginning on page
10.)
Website
The proposed website will display a variety of environmental friendly "green"
goods and products to one website, where shoppers will be able to take advantage
of the convenience of one-stop shopping.
The website will be the core of Eco Depot's business. It will be designed to
provide consumers with quality information and solutions, where they can obtain
informative product data and comparisons for their environmental needs at one
site.
The key for successfully developing the website will be heavily dependent on the
ability of management to establish relationships with manufacturers and
distributors of environmental goods and products. To date, no specific
relationship has been made between Eco Depot and any manufacturer, supplier
and/or distributor of environmentally friendly products. Furthermore, Eco Depot
must be able to attract large numbers of potential buyers of environmentally
friendly goods and products consistently to the site and offer products that are
appealing. Management believes this can be accomplished through aggressive
marketing campaigns as detailed above in "Marketing and Strategy". However, no
guarantee can be given that Eco Depot will be able to attract large numbers of
buyers to its proposed website.
32
Currently Eco Depot does not have any arrangements with any manufacturer,
producer or supplier of environmental goods or products, any storage facilities,
or any delivery organizations.
Eco Depot believes by providing a broad selection of quality products along with
detailed information about the products through its proposed website, it will be
able to compete within the growing marketplace for environmental goods and
products.
Current Market Conditions
Management believes that the Internet as a medium for conducting business will
continue to grow, particularly with the retail sales of environmental goods and
products. In the Seminar on trade liberalization in Environmental Goods and
Services, TERI, 16 May 2003, *OECD estimated that the global market for
environmental goods and services at approximately 550 billion dollar industry
and that the environmental industry is set to grow at 5% annually.
* OECD is the Organization for Economic Co-operation and Development. The OECD
groups 30 member countries sharing a commitment to democratic government and the
market economy. Their website address is www.oecd.org.
There can be no assurance that the Company is correct in its diagnosis of the
future market of the environmental industry and as such each potential investor
should conduct his/her own research of the environmental goods and products
marketplace.
Employees
Eco Depot, Inc. has no employees. Presently, Nadine Sullivan, officer/director,
plan to devote approximately 15 hours per month, on the business.
Competition
The environmental goods and products market will continue to evolve and is
extremely competitive, with competition likely to develop and intensify in the
future. Management believes that it will be able to compete within the market by
providing a high quality, user friendly website, where customers will be
comfortable in purchasing environmental goods and products. However, Eco Depot
currently has not fully developed its website and there can be no assurance that
the Company will be able to develop a website to which consumers will be
receptive. In addition, there are competitors that are already well established
and have greater financial resources than those of Eco Depot. Eco Depot would
likely not be able to compete with these established companies if they expanded
their business into on-line sales of environmental goods and products directly
related to the Company's proposed business. Also, additional start-up companies
may exist seeking to capitalize within the same marketplace that Eco Depot
anticipates profiting from, which would present additional competition to the
Company that it may not be able to overcome, resulting in failure of the
business plan.
33
Although the market is highly competitive Eco Depot believes there are
significant market opportunities for the sales of Environmental goods and
products through the Internet. Management believes it will be able to set itself
apart by focusing its resources on marketing and providing a comprehensive
distributor catalog on a website that is easy to navigate and provides quality
information pertaining to the environmental industry as it relates to goods and
products. In general Eco Depot's objective for the shopper is to provide
solutions through a broad choice of quality green products along with detailed
information on each product listed on the website. Currently, Eco Depot has not
fully developed its website (www.ecodepotinc.com).
The information within this registration statement focuses primarily on details
regarding environmental goods and products and not on the environmental industry
as a whole in which Eco Depot plans to operate. Potential investors should
conduct their own separate investigation of the environmental industry in order
to obtain a broader insight in assessing Eco Depot's future business prospects.
Patents
Eco Depot, Inc. holds no patents.
Government Regulation
Government approval is not necessary for our business, and it is anticipated
that government regulations will have little or no effect on Eco Depot's
proposed business.
MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion should be read in conjunction with Eco Depot's
financial statements, including the notes thereto, appearing elsewhere in this
Prospectus.
Company Overview
Eco Depot was organized on November 2, 2004, and has not yet commenced any
revenue-generating operations. Our common stock is not listed on any recognized
exchange or quoted on any quotation medium. There can be no assurance that our
common stock will ever be listed or quoted in the future or ever have a market
develop for its common stock.
Plan of Operations - General
Our plan of operations is to sell environmental friendly goods and
products/green products though an internet website (www.ecodepotinc.com).
As of September 30, 2005 Eco Depot had $18,378 of cash on hand and available for
expenses. Management believes this amount will satisfy the cash requirements of
Eco Depot for the next twelve months or until such a time additional proceeds
are raised. Eco Depot plans to satisfy our future cash requirements by
additional equity financing. This will be in the form of private placements of
common stock. There is no additional offering in the works at present. There can
be no assurance that Eco Depot will be successful in raising additional equity
34
financing, and, thus, be able to satisfy our future cash requirements, which
primarily consist of working capital directed towards the development of the
website and marketing campaigns, as well as legal and accounting fees. Eco Depot
depends upon capital to be derived from future financing activities such as
subsequent offerings of our stock. There can be no assurance that Eco Depot will
be successful in raising the capital the company requires. Management believes
that if subsequent private placements are successful, Eco Depot will be able to
generate revenue from online sales of environmentally friendly goods and
products and achieve liquidity within the following twelve to fourteen months
thereof. However, investors should be aware that this is based upon speculation
and there can be no assurance that the Eco Depot will ever be able reach a level
of profitability.
As of the date of this registration statement Eco Depot has not generated any
revenue through its proposed business. To date all proceeds received by Eco
Depot were a result of the sale of its common stock.
Eco Depot does not anticipate any significant research of any products. The
Company does not expect the purchase or sale of plant or any significant
equipment, and Eco Depot does not anticipate any change in the number of
employees in the next twelve months. Eco Depot has no current material
commitments. Eco Depot has not generated any revenue since its inception.
Eco Depot has no current plans, preliminary or otherwise, to merge with any
other entity.
Eco Depot is still considered to be a development stage company with no revenue.
As such, Eco Depot's future success will be dependent upon raising additional
capital through placement of our common stock in order to continue with the
business plan. There can be no assurance that Eco Depot will be successful in
raising the capital it requires through the sale of our common stock in order to
continue as a going concern.
As of September 2005 Eco Depot had allocated $4,500 towards the development of
its proposed website. Eco Depot anticipates the total cost associated with
filing this registrations statement to be $10,500.
The following step will need to be accomplished in order for Eco Depot to become
fully operational:
* Complete the development of the website. Management has estimated the
time frame to accomplish this to be the end of the Second Quarter of
2006 and cost a minimum of $12,000 and a maximum of $75,150.
* Develop and implement an effective marketing campaign. Management has
estimated marketing expenses at a minimum of $18,000 and a maximum of
$167,000.
* Eco Depot anticipates administrative expenses for the next twelve to
eighteen months to be at a minimum $9,500 and a maximum of $22, 500,
which includes general fees to maintain the corporate status of the
Company, Transfer Agent Fees, and telephone/postage/printing expenses.
35
The minimum/maximum estimates described above are based on anticipated proceeds
generated from Eco Depot's offering of common stock if 25% of the 10,000,000
shares are sold (minimum) and if all 10,000,000 shares are sold (maximum.)
Investors must be aware that this offering has a no minimum basis, as such if
less than 25% of the shares are sold it would create a deficiency in the
estimated expenses anticipated for the Company to become fully operational,
which would likely lead to failure of the business and complete loss of any
investment made.
If and when, Eco Depot is successful in raising the additional capital through
this offering and developing a website that is fully functional management
anticipates focusing the majority of the proceeds on the marketing campaign as
described above in an effort to promote customers to the site and ultimately
increase sales. The marketing campaign will likely take approximately twelve
months to complete. In addition proceeds from the offering may be directed
towards hiring additional employee(s) on a part time or full time basis and for
the lease of commercial property depending on Eco Depot's current need. However,
these estimates are based on speculation and there can be no assurance that the
Company will ever be able to raise the additional funds required to launch a
successful marketing campaign. If Eco Depot is unable to market its website
successfully and/or is unable to hire qualified employees as the business grows
the business would likely fail.
As Eco Depot expands its business, it will likely incur losses. Management plans
on funding these losses through revenues generated through its proposed website.
If Eco Depot is unable to satisfy its capital requirements through its revenue
production or if the Company is unable to raise additional capital through the
sale of its common stock it may have to borrow funds in order to sustain its
business. There can be no assurance or guarantee given that Eco Depot will be
able to borrow funds because it is a new business and the future success of the
Company is highly speculative.
Although management believes the above timeframes for the related business steps
are conservative and can likely be accomplished by Eco Depot, potential
investors should be aware that several unforeseen or unanticipated delays may
impede Eco Depot from accomplishing the above-described steps such as:
* Problems may arise during the development of the Internet website with
the programming and testing that management cannot overcome, creating
a time delay and additional costs; and
* Eco Depot may find that potential investors are unreceptive to its
business plan and have no interest in investing funds.
If either of these events should occur Eco Depot would not be able to continue
as a going concern and investors would lose all of their investment. In addition
to the above factors investors should carefully read the Risk Factors described
herein beginning on page 10.
In the event additional funds are secured by Eco Depot there is no guarantee
that the proposed marketing strategy will be effective in accomplishing the
goals Eco Depot has set. This may force management to redirect its efforts and
36
create the need for additional time, money, and resources, of which, Eco Depot
may not be successful in providing.
At this time, management does not plan to commit any of their own funds towards
the company's development. If and when this changes, management will file the
appropriate disclosures in a timely manner.
DESCRIPTION OF PROPERTY
Eco Depot's principle address is 2311 West 16th, #83, Spokane WA 99224. Ms.
Sullivan, Officer/Director, is currently providing his home office for Eco
Depot's office and mailing address. Ms. Sullivan plans to continue to contribute
this office space at no cost to the Company until such a time that the Company
begins operations. The telephone number is 509-482-1154.
Eco Depot believes the property arrangement satisfies the Company's current
needs and will be adequate up to the point that Eco Depot begins operations,
which is currently estimated to be at the end of the second quarter of 2006 at
which point it may be required to rent or lease commercial property that is
capable of providing adequate storage and office space. Management anticipates
rent on a per month basis for adequate commercial space will cost Eco Depot
approximately $1,200. This estimate is based upon local commercial spaces with
approximately 2,000 -3,000 square feet of storage capability and 500 to 1,000
square feet of office space. However, management plans to continue to utilize
Ms. Sullivan's home office until that space is no longer adequate. At this time
no commercial property has been secured by Eco Depot and there can be no
assurance that an adequate space will be found by Eco Depot when needed; or if
adequate space can be found at the price currently estimated by management.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In March 2005, the Company issued 4,000,000 common shares to the officer and a
director of the Company at a price of $0.001 per share and total consideration
of $4,000.00. These shares are considered restricted under Rule 144 of the
Security and Exchange Commissions Securities Act, ("The Act").
The seven (7) selling shareholders of Eco Depot, Inc. currently hold a total of
1,575,000 common shares paid consideration of $0.01 per share. The common shares
were issued in June of 2005. These shares were issued under Rule 504 of
Regulation D promulgated under the Securities Act of 1933 to the seven private
non-affiliated shareholders. At the time these shares were purchased none of the
seven shareholders were an affiliated shareholder, as none owned in excess of
ten percent of the issued and outstanding shares of the Company, and none were
officers, directors, or control persons of the Company. The foregoing purchases
and sales were exempt from registration under the Securities Act pursuant to
Section 3(b) on the basis that the transactions did not involve a public
offering.
Regarding the above offering, Eco Depot relied upon Revised Code Washington -
RCW 21.20.320(9) and the Washington Administrative Code - WAC 460-44A-504, which
37
provided for a "Small Offering Exemption" in Washington State as governed by the
rules set forth under Federal Regulation D Rule 504 offerings pursuant to the
Securities Act of 1933. A Regulation D Rule 504 offering in the State of
Washington is limited to $1,000,000 regardless of the location of the investors.
Related Party Transactions
Currently, there are no contemplated transactions that Eco Depot may enter into
with our officers, directors or affiliates. If any such transactions are
contemplated we will file such disclosure in a timely manner with the SEC on the
proper form making such transaction available for the public to view.
Eco Depot has no formal written employment agreement or other contracts with our
current officer, and there is no assurance that the services to be provided by
her will be available for any specific length of time in the future. Nadine
Sullivan anticipates initially devoting fifteen hours per month of their
available time to Eco Depot's affairs. If and when the business operations
increase and a more extensive time commitment is needed, Nadine Sullivan is
prepared to devote more time to Eco Depot's affairs, in the event that becomes
necessary. The amounts of compensation and other terms of any full time
employment arrangements would be determined, if and when, such arrangements
become necessary.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
There is no trading market for Eco Depot's Common Stock at present and there has
been no trading market to date. There is no assurance that a trading market will
ever develop, or, if such a market does develop that it will continue.
Nadine Sullivan, officer and director, currently owns 4,000,0000 common shares.
The shares were purchased in March of 2005 and are deemed restricted securities
pursuant to Rule 144. The Company is not registering any of the 4,000,000 Rule
144 shares on this Registration Statement. In March of 2006, the 4,000,000 Rule
144 shares purchased by Ms. Sullivan will be eligible for sale pursuant to Rule
144(d)(1) and Rule 144(e)(1). However, the amount of shares that may be sold by
Ms. Sullivan will be limited to the amount of securities sold, together with all
the sales of restricted and other sold common stock within the previous three
months which shall not exceed the greater (i) one percent of the shares or other
units of the class outstanding as shown by the most recent report or statement
published by the Company, or (ii) if and when a market develops the average
weekly reported volume of trading of the Common Stock on all national securities
exchanges and quotation systems during the four calendar weeks preceding the
filing notice required under Rule 144(h).
Holders
As of the date of this registration statement, there were a total of eight (8)
active stockholders, including the officer and director.
38
Dividends
Eco Depot has not paid any dividends to date, and has no plans to do so in the
foreseeable future.
EXECUTIVE COMPENSATION
Eco Depot has made no provisions for cash compensation or for non-cash
compensation to our officers and director. No salaries are being paid at the
present time, and will not be paid unless, and until, there is available cash
flow being generated from operations to pay salary. There have been no grants of
options or SAR grants given to any of our executive officers for the life of Eco
Depot.
Eco Depot does not presently have a stock option plan. However, in the future,
Eco Depot may develop an incentive based stock option plan for our officers and
directors and may reserve up to ten percent of our outstanding shares of common
stock for that purpose.
CHANGES IN OR DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Eco Depot has had no disagreements with its accountants, and has no further
financial disclosure other than the financial statements included herein.
39
ECO DEPOT, INC.
(A Development Stage Enterprise)
FINANCIAL REPORTS
DECEMBER 31, 2004
SEPTEMBER 30, 2005
ECO DEPOT, INC.
(A Development Stage Enterprise)
CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F1
BALANCE SHEETS F2
STATEMENTS OF OPERATIONS F3
STATEMENTS OF STOCKHOLDERS' EQUITY F4
STATEMENTS OF CASH FLOWS F5
NOTES TO FINANCIAL STATEMENTS F6-9
Report of Independent Registered Public Accounting Firm
-------------------------------------------------------
To the Board of Directors
Eco Depot, Inc.
Spokane Valley, WA
I have audited the accompanying balance sheets of Eco Depot, Inc. (A Development
Stage Enterprise) as of September 30, 2005 and December 31, 2004, and the
related statements of operations, stockholders' equity (deficit), and cash flows
for the nine months ended September 30, 2005, the year ended December 31, 2004
and the period November 2, 2004 (inception) through September 30, 2005. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Eco Depot, Inc. (A Development
Stage Enterprise) as of September 30, 2005 and December 31, 2004 and the results
of its operations and cash flows for the nine months ended September 30, 2005
and the year ended December 31, 2004 and for the period November 2, 2004
(inception) through September 30, 2005, in conformity with U.S. generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has limited operations and has no established
source of revenue. This raises substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters is also
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Kyle L. Tingle, CPA, LLC
November 1, 2005
Las Vegas, Nevada
F1
ECO DEPOT, INC.
(A Development Stage Enterprise)
BALANCE SHEETS
September 30, December 31,
2005 2004
- --------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash $ 18,378 $ --
- --------------------------------------------------------------------------------
Total current assets $ 18,378 $ --
- --------------------------------------------------------------------------------
Total assets $ 18,378 $ --
================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ -- $ 766
- --------------------------------------------------------------------------------
Total current liabilities $ -- $ 766
- --------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Common stock, 75,000,000 shares authorized with
$0.001 par value
Issued and outstanding
5,575,000 common shares at September 30, 2005
(December 31, 2004 - nil) $ 5,575 $ --
Additional paid-in capital 14,175 --
Accumulated deficit during development stage (1,372) (766)
- --------------------------------------------------------------------------------
Total stockholders' equity $ 18,378 $ (766)
- --------------------------------------------------------------------------------
Total liabilities and stockholder's equity $ 18,378 $ --
================================================================================
The accompanying notes are an integral part of these financial statements.
F2
ECO DEPOT, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
For nine November 2,
month 2004
period For the (inception)
ending year ended to
September 30, December 31, September,
2005 2004 2005
- --------------------------------------------------------------------------------
GENERAL AND ADMINISTRATIVE EXPENSES $ 606 $ 766 $ 1,372
- --------------------------------------------------------------------------------
OPERATING LOSS $ (606) $ (766) $ (1,372)
- --------------------------------------------------------------------------------
NET LOSS FOR THE PERIOD $ (606) $ (766) $ (1,372)
================================================================================
BASIC LOSS PER COMMON SHARE $ (0.00) $ (0.00) $ (0.00)
================================================================================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 3,688,919 -- 3,024,249
================================================================================
The accompanying notes are an integral part of these financial statements.
F3
ECO DEPOT, INC.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM NOVEMBER 2, 2004 (INCEPTION) TO SEPTEMBER 30, 2005
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, September 30, 2005 -- -- -- (606) (606)
- --------------------------------------------------------------------------------------------------
Balance, September 30, 2005 5,575,000 $ 5,575 $ 14,175 $ (1,372) $ 18,378
==================================================================================================
The accompanying notes are an integral part of these financial statements.
F4
ECO DEPOT, INC.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
November 2,
Nine month Year ended 2004
period ended December (inception) to
September 30, 31, September 30,
2005 2004 2005
- --------------------------------------------------------------------------------------------
CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss for the period $ (606) $ (766) $ (1,372)
Adjustment to reconcile net loss
to net cash from operating activities:
Accounts payable (766) 766 --
- --------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES $ (1,372) -- $ (1,372)
- --------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds on sale of common stock 19,750 -- 19,750
- --------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES $ 19,750 -- $ 19,750
- --------------------------------------------------------------------------------------------
INCREASE IN CASH $ 18,378 -- $ 18,378
CASH, BEGINNING OF PERIOD -- -- --
- --------------------------------------------------------------------------------------------
CASH, END OF PERIOD $ 18,378 -- $ 18,378
===========================================================================================
Supplemental Information
Interest paid $ -- $ -- $ --
===========================================================================================
Income taxes paid $ -- $ -- $ --
===========================================================================================
The accompanying notes are an integral part of these financial statements.
F5
ECO DEPOT, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004
SEPTEMBER 30, 2005
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.
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 September 30, 2005 and December 31, 2004.
Revenue Recognition
The Company is engaged in the sale of two-way radio devices 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.
Recent Accounting Pronouncements
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment
of Accounting Research Bulletin No. 43, Chapter 4" ("SFAS No. 151"). SFAS No.
151 requires that abnormal amounts of idle facility expense, freight, handling
costs and wasted materials (spoilage) be recorded as current period charges and
that the allocation of fixed production overheads to inventory be based on the
normal capacity of the production facilities. SFAS No. 151 becomes
F6
ECO DEPOT, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004
SEPTEMBER 30, 2005
Recent Accounting Pronouncements (cont'd)
effective for our Company on January 1, 2006. The Company does not believe that
the adoption of SFAS No. 151 will have a material impact on our consolidated
financial statements.
In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment." SFAS No. 123R replaced SFAS No. 123 and superseded Accounting
Principles Board Opinion No. 25. SFAS No. 123R will require compensation costs
related to share-based payment transactions to be recognized in the financial
statements. The effective date of SFAS No. 123R is the first reporting period
beginning after June 15, 2005. The adoption of SFAS No. 123 (revised 2004)
should not have a significant impact on the Company's financial position or
results of operations until such time the Company has share-based payments. The
Company will adopt the provisions of SFAS No. 123R at that time.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets, an amendment of APB Opinion No. 29" ("SFAS No. 153"). SFAS No. 153 is
based on the principle that exchanges of nonmonetary assets should be measured
based on the fair value of the assets exchanged. APB Opinion No. 29, "Accounting
for Nonmonetary Transactions," provided an exception to its basic measurement
principle (fair value) for exchanges of similar productive assets. Under APB
Opinion No. 29, an exchange of a productive asset for a similar productive asset
was based on the recorded amount of the asset relinquished. SFAS No. 153
eliminates this exception and replaces it with an exception of exchanges of
nonmonetary assets that do not have commercial substance. SFAS No. 153 became
effective for our Company as of July 1, 2005. The Company will apply the
requirements of SFAS No. 153 on any future nonmonetary exchange transactions.
On April 14, 2005, the Securities and Exchange Commission issued an announcement
amending the compliance dates for the FASB's SFAS 123R that addresses accounting
for equity based compensation arrangements. Under SFAS 123R registrants would
have been required to implement the standard as of the beginning of the first
interim or annual period that begins after June 15, 2005. The Commission's new
rule will allow companies to implement SFAS 123R at the beginning of the next
fiscal year after June 15, 2005. The Company anticipates adopting SFAS 123R in
the first quarter 2006.
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections, a replacement of APB No. 20 and FASB Statement No. 3" ("SFAS No.
154"). SFAS No. 154 requires retrospective application to prior periods'
financial statements of a voluntary change in accounting principle unless it is
impracticable. APB Opinion No. 20 "Accounting Changes," previously required that
most voluntary changes in accounting principle be recognized by including in net
income of the period of the change the cumulative effect of changing to the new
accounting principle. This statement is effective for our Company as of January
1, 2006. The Company does not believe that the adoption of SFAS No. 154 will
have a material impact on our consolidated financial statements.
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 of
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 our
common stock in order to continue as a going concern. The Company is funding its
initial operation by way of issuing 6,000,000 (4,000,000 @ $0.001 per share and
2,000,000 @ $0.01 per share) common shares. As of September 30, 2005, the
Company had sold 5,575,000 shares and had received $19,750 in proceeds from the
sale of the Company's common stock of which 4,000,000 shares were issued at
$0.001 per share for net proceeds of $4,000 and 1,575,000 shares were issued at
$0.01 for net proceeds of $ 15,750.
F7
ECO DEPOT, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004
SEPTEMBER 30, 2005
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.
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.
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 3,688,919 for the nine-month period ending
September 30, 2005 and 3,024,249 for the period ending November 2, 2004
(inception), to September 30, 2005. There were no shares issued in 2004. As of
September 30, 2005 and December 31, 2004 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 2005 to be fully allowed for
and does not have a deferred tax liability or asset at September 30, 2005.
The components of the Company's deferred tax asset as of December 31, 2004 is as
follows:
2004
-------------
Net operating loss carryforward $ 766
Valuation allowance (766)
-------------
Net deferred tax asset $ 0
=============
The net federal operating loss carry forward will expire in 2023 through 2024.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
F8
ECO DEPOT, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004
SEPTEMBER 30, 2005
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.
Note 5. Warrants and Options
- --------------------------------------------------------------------------------
There are no warrants or options outstanding to acquire any additional shares of
common stock of the Company.
F9
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Company's Articles of Incorporation and By-Laws, the Company may
indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of his position, if he acted in good faith and in a
manner he reasonably believed to be in the Company's best interest. No officer
or director may be may be indemnified, however, where the officer or director
acted committed intentional misconduct, fraud, or an intentional violation of
the law.
The Company may advance expenses incurred in defending a proceeding. To the
extent that the officer or director is successful on the merits in a proceeding
as to which he is to be indemnified, the Company must indemnify him against all
expenses incurred, including attorney's fees. With respect to a derivative
action, indemnity may be made only for expenses actually and reasonably incurred
in defending the proceeding, and if the officer or director is judged liable,
only by a court order. The indemnification is intended to be to the fullest
extent permitted by the laws of the State of Nevada.
Regarding the indemnification for liabilities arising under the Securities Act
of 1933, which may be permitted to officers and directors under Nevada law, the
Company is informed that, in the opinion of the Securities and Exchange
Commission, indemnification is against public policy, as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted by the Company's officer(s), director(s),
or controlling person(s) in connection with the securities being registered, we
will, unless in the opinion of the Company's legal counsel the matter has been
settled by controlling precedent, submit the question of whether such
indemnification is against public policy to a court of appropriate jurisdiction.
The Company will then be governed by the court's decision.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all estimated costs and expenses, other than
underwriting discounts, commissions, and expense allowances, payable by the
issuer in connection with the maximum offering for the securities included in
this registration statement:
Amount
- Legal/Accounting $ 8,000
- Postage/Printing 1,000
- SEC Filing Fees 1,500
=============================================
Total $ 10,500
Note: All expenses are estimates.
40
RECENT SALES OF UNREGISTERED SECURITIES
The following sets forth information relating to all previous sales of common
stock by the Registrant, which sales were not registered under the Securities
Act of 1933.
Nadine Sullivan, officer and director, currently owns 4,000,000 shares. The
shares were purchased in March of 2005 and are deemed restricted securities
pursuant to Rule 144. The Company is not registering any of the 4,000,000 Rule
144 shares on this Registration Statement. In March 2006, the 4,000,000 Rule 144
shares purchased by Ms. Sullivan will be eligible for sale pursuant to Rule
144(d)(1) and Rule 144(e)(1). However, the amount of shares that may be sold by
Ms. Sullivan will be limited to the amount of securities sold, together with all
the sales of restricted and other sold common stock within the previous three
months which shall not exceed the greater (i) one percent of the shares or other
units of the class outstanding as shown by the most recent report or statement
published by the Company, or (ii) if and when a market develops the average
weekly reported volume of trading of the Common Stock on all national securities
exchanges and quotation systems during the four calendar weeks preceding the
filing notice required under Rule 144(h). The foregoing purchase and sale was
exempt from registration under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to Section 4(2) on the basis that the transaction
did not involve a public offering.
In June 2005, pursuant to an offering, the Company authorized the sale and
issuance of 5,000,000 shares of its common stock. These shares were issued under
Rule 504 of Regulation D promulgated under the Securities Act of 1933 to a total
of seven (7) private non-affiliated shareholders at an issuance price of $0.01
per share. At the time these shares were purchased none of the seven (7)
shareholders were an affiliated shareholder, as none owned in excess of ten
percent of the issued and outstanding shares of the Company, and none were
officers, directors, or control persons of the Company. The foregoing purchases
and sales were exempt from registration under the Securities Act pursuant to
Section 3(b) on the basis that the transactions did not involve a public
offering.
Regarding the above offering, Eco Depot, Inc. relied upon Revised Code
Washington - RCW 21.20.320(9) and the Washington Administrative Code - WAC
460-44A-504, which provided for a "Small Offering Exemption" in Washington State
as governed by the rules set forth under Federal Regulation D Rule 504 offerings
pursuant to the Securities Act of 1933. A Regulation D Rule 504 offering in the
State of Washington is limited to $1,000,000 regardless of the location of the
investors. Under the Securities Act of 1933, all sales of an issuers' securities
or by a shareholder, must either be made (i) pursuant to an effective
registration statement filed with the SEC, or (ii) pursuant to an exemption from
the registration requirements under the 1933 Act.
41
INDEX TO EXHIBITS
The following exhibits are filed as part of this Registration Statement:
Number Exhibit Name Location
------ ------------ --------
3(i) Certificate of Incorporation Exhibit 3(i)
3(ii) By-Laws Exhibit 3(ii)
5 Opinion re: Legality Exhibit 5
11 Statement re: earnings per share See Financials Herein
23 Consents of Experts and Counsel Exhibit 23
All other Exhibits called for by Rule 601 of Regulation S-B are not applicable
to this filing. Information pertaining to our common stock is contained in our
Certificate of Incorporation and By-Laws.
UNDERTAKINGS
The undersigned registrant undertakes:
1) To file, during any period in which offer or sales are being made, a
post-effective amendment to this registration statement:
a. To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
b. To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post effective
amendment) which, individually or in the aggregate, represent a fundamental
change in the information in the registration statement;
c. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to the information in the Registration Statement.
2) That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of securities at that time shall be deemed to
be the initial bona fide offering.
3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned Registrant hereby undertakes to file with the
Securities and Exchange Commission any supplementary and periodic information,
documents, and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
to that section.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to our certificate of incorporation or provisions of Nevada
law, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission the indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. If a claim for
indemnification against liabilities (other than the payment by the Registrant)
42
of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit, or proceeding is
asserted by director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of our
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether the indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of the issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-2 and has duly caused this registration
statement to be signed on our behalf by the undersigned, in the City of Spokane,
State of Washington, on December 8, 2005.
Eco Depot, Inc.
/s/ Nadine Sullivan
--------------------------------
Nadine Sullivan
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
/s/ Nadine Sullivan
-------------------
Nadine Sullivan
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
43