UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2018

 

or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______ to _______.

 

Commission file number 000-55177

 

THE GO ECO GROUP

 

(Exact name of registrant as specified in its charter)

 

Nevada   27-4715504
(State or other jurisdiction   (I.R.S. Employer
of incorporation or organization)   Identification No.)

 

2 Coleman Court    
Southampton, New Jersey   08088
(Address of principal executive offices)   (Zip Code)

 

(845) 610-3817

 

(Registrant’s telephone number including area code)

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days [X] Yes [  ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) [X] Yes [  ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [  ] (Do not check if a smaller reporting company) Smaller reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes [  ] No [X]

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 225,747,821 shares of common stock issued and outstanding as of May 9, 2018.

 

 

 

 
 

 

TABLE OF CONTENTS

 

Item #   Description     Page Numbers
             
    PART I      
             
ITEM 1   FINANCIAL STATEMENTS   3
             
ITEM 2   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   12
             
ITEM 3   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   14
             
ITEM 4   CONTROLS AND PROCEDURES   14
             
    PART II   14
             
ITEM 1   LEGAL PROCEEDINGS   14
             
ITEM 1A   RISK FACTORS   14
             
ITEM 2   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS   15
             
ITEM 3   DEFAULTS UPON SENIOR SECURITIES   15
             
ITEM 4   MINE SAFETY DISCLOSURES   15
             
ITEM 5   OTHER INFORMATION   15
             
ITEM 6   EXHIBITS  

15

             
    SIGNATURES   16

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. This report contains these types of statements. Words such as “may,” “expect,” “believe,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

 

2
 

 

PART I: FINANCIAL INFORMATION

 

ITEM 1: FINANCIAL STATEMENTS

THE GO ECO GROUP

(f/k/a LIBERATED ENERGY, INC.)

BALANCE SHEETS

(Unaudited)

 

    March 31,2018     September 30, 2017  
ASSETS                
                 
Current assets                
Cash   $ 164,217     $ 67,353  
Total current assets     164,217       67,353  
                 
Total assets   $ 164,217     $ 67,353  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
                 
Current liabilities                
Accounts payable and accrued expenses   $ 142,154     $ 133,970  
Note payable- JV     25,000        
Convertible notes payable     860,512       973,086  
Deferred revenue     5,000        
Total liabilities     1,032,666       1,107,056  
                 
Stockholders’ deficit                
Preferred shares, par value $0.001. 100,000,000 authorized; 10,000,000 issued and outstanding     10,000       10,000  
Common stock, par value $0.001, authorized 2,000,000,000, issued and outstanding 134,529,838 and 14,468,303 as of March 31, 2018 and September 30, 2017, respectively     134,530       14.468  
Additional paid-in capital     2,367,743       1,801,619  
Accumulated deficit     (3,380,722 )     (2,865,790 )
Total stockholders’ deficit     (868,450 )     (1,039,702 )
                 
Total liabilities and stockholders’ (deficit)   $ 164,217     $ 67,353  

 

The accompanying notes are an integral part of the unaudited financial statements.

 

3
 

 

THE GO ECO GROUP

(f/k/a LIBERATED ENERGY, INC.)

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED MARCH 31,

(UNAUDITED)

 

    Three Months     Six Months  
    2018     2017     2018     2017  
Operating expenses:                                
Selling, general and administrative expenses   $ 439,618     $ 225,855     $ 508,443     $ 587,979  
Loss from operations     (439,618 )     (225,855 )     (508,443 )     (587,979 )
                                 
Other Income(expense)                                
Other income     20,000       1       20,000       5  
Gain (loss) on debt adjustment           29,503             29,503  
Note discount fees                         (57,800 )
Interest expense     (4,762 )     (18,118 )     (24,915 )     (59,703 )
Other expense     (1,574 )             (1,574 )        
Total other income (expense)     13,664       11,386       (6,489 )     (87,995 )
                                 
Net loss   $ (425,955 )   $ (214,469 )     (514,932 )   $ (675,974 )
                                 
Net loss per common share basic and diluted   $ (0.01 )   $ (0.07 )   $ (0.02 )   $ (0.25 )
                                 
Weighted average number of common shares outstanding     51,365,743       2,989,260       34,074,709       2,738,805  

 

The accompanying notes are an integral part of the unaudited financial statements.

 

4
 

 

THE GO ECO GROUP

(f/k/a LIBERATED ENERGY, INC.)

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED MARCH 31,

(Unaudited)

 

    2018     2017  
Cash Flows From Operating Activities:                
Net loss   $ (514,932 )   $ (675,974 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Stock based compensation     345,224       291,544  
Changes in operating assets and liabilities:                
Accounts payable and accrued expenses     17,597       56,702  
Deferred revenue     5,000        
Net cash used in operating activities     (147,111 )     (327,728 )
                 
Cash Flows From Investing Activities                
Loan to Eco Cab           (197,520 )
Cancellation of funds designated for acquisition of EcoCab           154,196  
Net cash used in investing activities           (43,324 )
                 
Cash Flows From Financing Activities:                
Debt issued to JV for funds     25,000        
Proceeds from issuance of convertible debt     218,975       416,298  
Net cash provided by financing activities     243,975       416,298  
                 
Net change in cash     96,864       45,246  
Cash at beginning of period     67,353       1,804  
Cash at end of period   $ 164,217     $ 47,050  
                 
Non-Cash Financing Activities:                
Common stock issued for accrued interest   $ 9,413     $  
Common stock issued for convertible debt conversion   $ 331,549     $ 18,700  

 

The accompanying notes are an integral part of the unaudited financial statements.

 

5
 

 

THE GO ECO GROUP

(f/k/a LIBERATED ENERGY, INC)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 - BASIS OF PRESENTATION AND ORGANIZATION

 

The Go Eco Group (formally Liberated Energy), Inc. (the “Company”), formerly known as Mega World Food Holdings Company is a Nevada corporation formed on September 14, 2010.

 

On January 19, 2013, pursuant to a Common Stock Purchase Agreement, dated January 7, 2013, Perpetual Wind Power Corporation, a privately held corporation formed under the laws of the State of Delaware on July 1, 2010, acquired 24,500,000 non-registered shares of the Company from its shareholders, thereby owning 24,500,000 out of a total of 25,000,000 issued and outstanding shares of the Company. Thereafter, the Company acquired from Perpetual Wind Power Corporation its patented wind and solar powered turbine technology for 2,500,000 newly issued shares of the Company which were distributed in a dividend to its shareholders and Perpetual Wind Power Corporation returned to treasury its 24,500,000 shares it acquired from the Company’s shareholders. As a result of this transaction, the Company had on January 19, 2013, 3,000,000 shares issued and outstanding. On February 14, 2013, the Company changed its name from Mega World Food Holding Company to Liberated Energy, Inc. and underwent a 24 for 1 stock split, whereby the Company’s outstanding shares increased from 3,000,000 to 72,000,000.

 

On January 19, 2013, the Company disposed of its wholly-owned subsidiary, Mega World Food Limited (HK). Mega World Food Limited (HK) was incorporated on June 24, 2010 and was in the business of selling frozen vegetables in all areas of the world except China. From inception, Mega World Food Limited (HK) only incurred setting up, formation or organization activities. Upon disposal, the Company ceased these operations and accordingly, the Company’s financial statements have been prepared with the net assets, results of operations, and cash flows of this business displayed separately as “discontinued operations.”

 

Effective January 19, 2013, the Company’s business is the sale of alternative energy products and services.

 

On February 4, 2015 the Company increased their number of authorized preferred shares from 10,000,000 to 100,000,000 and authorized common shares from 250,000,000 to 900,000,000.

 

On July 6, 2016, the Company adopted a 1-for-3,500 reverse split of the Company’s common stock.

 

On September 14, 2016, the Company entered into an agreement with Ron Knori (Kroni) Owner of EcoCab Portland, LLC by which the Company will acquire all outstanding ECGLLC membership interest for a 20% non-dilutive interest of the outstanding shares of the Company with the first closing of the agreement. The foregoing agreement was amended on October 11, 2016 and the Company also entered into an Addendum to the amended agreement. The foregoing agreement and transaction described therein has not been completed as of the date of this report and there is no assurance that the transaction will ever be completed and the Company is contemplating rescinding the agreement and initiating suit against Knori.

 

On January 27, 2017, the Company reduced the authorized shares of common stock from 10,000,000,000 to 2,000,000,000 and changed the name from Liberated Energy, Inc to The Go Eco Group.

 

On March 6, 2017, the Company terminated the agreements with Ron Knori and EcoCab based upon breach of contract, fraud, fraudulent inducement, fraud in the factum, negligent misrepresentation, misrepresentation, contractual interference, breach of fiduciary duty, negligence, and conversion, all of which were perpetrated by Ron Knori, individually, and in his capacity as manager of EcoCab.

 

On December 31, 2017 the Company entered into a joint venture agreement to sell products produced by the Company. The Company will hold a 65% common membership interest for $100 in consideration.

 

6
 

 

Basis of Presentation

 

The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required to be included in a complete set of financial statements in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and six months periods ended March 31, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2017. The accompanying unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s 2017 Annual Report filed with the SEC for yearend September 30, 2017.

 

NOTE 2 - GOING CONCERN

 

As shown in the accompanying financial statements, the Company has a negative working capital of $868,449 and an accumulated deficit of $3,380,722 as of March 31, 2018. The Company’s ability to generate net income and positive cash flows is dependent on the ability to grow its operating entity as well as the ability to raise additional capital. Management is following strategic plans to accomplish these objectives, but success is not guaranteed. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting

 

The Company maintains its books and records on the accrual basis of accounting. The accompanying financial statements have been prepared on that basis, in which revenues and gains are recognized when earned and expenses and losses are recognized when incurred.

 

Use of Estimates

 

The presentation of financial statements in conformity with generally accepted accounting principles in the United States of America 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 and Cash Equivalents

 

For the purpose of the statement of cash flows, cash and cash equivalents include all cash balances, which are not subject to withdrawal restrictions or penalties, and highly liquid investments and debt instruments with a maturity of three months or less from the date of purchase.

 

Fair Value of Financial Instruments

 

Our short-term financial instruments, including cash, other assets and accounts payable and accrued expenses consist primarily of instruments without extended maturities, the fair value of which, based on management’s estimates, reasonably approximate their book value. The fair value of our notes and advances payable is based on management estimates and reasonably approximates their book value based on their current maturity.

 

Net Loss per Common Share

 

The Company computes per share amounts in accordance with Statement of Financial Accounting Standards (SFAS) ASC 260, Earnings per Share (EPS). ASC 260 requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods.

 

7
 

 

Stock-Based Compensation

 

The Company accounts for its stock based awards in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”), which requires a fair value measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors, including restricted stock awards. We estimate the fair value of stock using the stock price on date of the approval of the award. The fair value is then expensed over the requisite service periods of the awards, which is generally the date at which the counterparty’s performance is complete and the related amount recognized in our statements of operations.

 

Revenue and Cost Recognition

 

The Company did not generate revenue during the three and six months periods ended March 31, 2018 and 2017 periods. It is the Company’s policy that revenue from product sales or services will be recognized in accordance with ASC 605 “Revenue Recognition”. Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product was not delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

 

Income Taxes

 

The Company utilizes ASC 740 “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes primarily relate to the recognition of debt costs and stock based compensation expense. The adoption of ASC 740-10 did not have a material impact on the Company’s results of operations or financial condition.

 

NOTE 4 – FAIR VALUE MEASUREMENTS

 

As defined in (Financial Accounting Standards Board ASC 820), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

 

The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

 

8
 

 

Financial assets and liabilities recorded at fair value in our condensed consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

 

Level 1— Quoted market prices in active markets for identical assets or liabilities at the measurement date.

 

Level 2— quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

 

Level 3— Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

 

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

NOTE5- EQUITY

 

During the six months ended March 31, 2018, the Company issued 103,141,535 shares of common stock with a value of $340,962 for convertible debt and accrued interest.

 

During the six months ended March 31, 2018, the Company issued 22,920,000 shares of common stock with a value of $345,224 for services.

 

NOTE6– CONVERTIBLE DEBT

 

Carebourn Capital

 

On November 5, 2015, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $28,000 with an interest rate of 12% per annum. The note matured on August 5, 2016. The note is convertible by the holder at a discount of 50% of the lowest trading price of the Company’s stock for the 20 days prior to the conversion.

 

On December 21, 2015, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $21,000 with an interest rate of 12% per annum. The note matures on September 16, 2016. The note is convertible by the holder at a discount of 50% of the lowest trading price of the Company’s stock for the 20 days prior to the conversion.

 

On March 11, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $18,000 with net proceeds of $15,000 and with an interest rate of 12% per annum. The note matures on December 11, 2016. The note is convertible by the holder at a discount of 50% of the lowest trading price of the Company’s stock for the 20 days prior to the conversion.

 

On July 25, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $23,000 with an interest rate of 12% per annum. The note matures on July 25, 2017. The note is convertible by the holder at a discount of 45% of the lowest three trading price of the Company’s stock for the 20 days prior to the conversion.

 

On September 7, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $197,363,70 less legal fees of $8,000 with an interest rate of 12% per annum. The note matures on September 7, 2017. The note is convertible by the holder at a discount of 50% of the lowest three trading price of the Company’s stock for the 20 days prior to the conversion.

 

9
 

 

On October 13, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $237,475 less an original discount of $30,975 plus transaction fees of $6,500 for a net advanced of $200,000. The note bears an interest rate of 12% per annum. The note matures on October 3, 2017. The note is convertible by the holder at a discount of 45% of the lowest three trading price of the Company’s stock for the 20 days prior to the conversion. On September 15, 2016 $85,000 was returned to Carebourn reducing the principal balance to $115,114.

 

On December 13, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $98,325 less an original discount of $12,825 for a net advanced of $80,000. The note bears an interest rate of 12% per annum. The note matures on December 13, 2018. The note is convertible by the holder at a discount of 45% of the lowest three trading price of the Company’s stock for the 20 days prior to the conversion.

 

As of March 31, 2018, the Company owed Carebourn capital $432,234 in principal and interest of $87,119 for a total of $519,353.

 

Power Up Lending

 

On December 13, 2016, the Company issued a Convertible Note to Power Up Lending Group Ltd for a principle amount of $77,000 less legal fees of $2,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on September 28, 2017. The note is convertible by the holder at a discount of 48% of the lowest three trading price of the Company’s stock for the 10 days prior to the conversion.

 

On January 4, 2018, the Company issued a Convertible Note to Power Up Lending Group Ltd for a principle amount of $35,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on October 15, 2018. The note is convertible by the holder at a discount of 50% of the lowest three trading price of the Company’s stock for the 10 days prior to the conversion.

 

On February 15, 2018, the Company issued a Convertible Note to Power Up Lending Group Ltd for a principle amount of $38,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on November 30, 2018. The note is convertible by the holder at a discount of 48% of the lowest three trading price of the Company’s stock for the 10 days prior to the conversion.

 

On March 13, 2018, the Company issued a Convertible Note to Power Up Lending Group Ltd for a principle amount of $53,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on December 30, 2018. The note is convertible by the holder at a discount of 48% of the lowest three trading price of the Company’s stock for the 10 days prior to the conversion.

 

As of March 31, 2018, the Company owed Power Up lending $126,000 in principal and interest.

 

Crown Bridge Partners

 

On August 21, 2017, the Company issued a Convertible Note to Crown Bridge Partners for a principle amount of $33,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on December 5, 2017. The note is convertible by the holder at a discount of 48% of the lowest three trading price of the Company’s stock for the 10 days prior to the conversion

 

On January 5, the Company issued a Convertible Note to Crown Bridge Partners for a principle amount of $20,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on December 5, 2017. The note is convertible by the holder at a discount of 48% of the lowest three trading price of the Company’s stock for the 10 days prior to the conversion

 

On February 16, 2018, the Company issued a Convertible Note to Crown Bridge Partners for a principle amount of $16,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on December 5, 2017. The note is convertible by the holder at a discount of 48% of the lowest three trading price of the Company’s stock for the 10 days prior to the conversion

 

10
 

 

On March 22, 2018, the Company issued a Convertible Note to Crown Bridge Partners for a principle amount of $38,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on December 5, 2017. The note is convertible by the holder at a discount of 48% of the lowest three trading price of the Company’s stock for the 10 days prior to the conversion

 

As of March 31, 2018, the Company owed Crown Bridge Partners $41,162 in principal and $1,991 in interest for a total of $43,153.

 

More Capital

 

On January 17, 2018, the Company issued a Convertible Note to More Capital, LLC for a principle amount of $18,975 with an interest rate of 10% per annum. The note matures on July 15, 2-18. The note is convertible by the holder at a discount of 50% of the lowest three trading price of the Company’s stock for the 20 days prior to the conversion

 

As of March 31, 2018, the Note Holder had converted the note to common stock and owed More Capital zero in principal and interest.

 

Management has reviewed the terms of the convertible instruments to determine their fair value. After reviewing the characteristic and the value of the conversion, management has determined based on note conversion history that the conversion value is equal or less than par value of the shares used for conversion thus determining that the fair value of the notes is equal to their face value.

 

On September 15, 2016, LG Capital, LLC filed a lawsuit against the Company. The filing alleges that the Company has defaulted on several unpaid loans from LG Capital to the Company with the total claim against the Company of $279,730.56. The Company negotiated in good faith with LG Capital to settle the debt but to no avail. After reviewing the claim filed by LG Capital, it is the opinion of Company Management that the Company’s outstanding liability to LG Capital has been fully recognized and accounted for in the financial statements of the Company

 

NOTE 7 – JOINT VENTURE AGREEMENT

 

On December 21, 2017 the Company entered into a joint venture agreement to develop, market and sell products, services and technology based on a web-enabled light guard system. The Company granted the joint venture an irrevocable royalty free non-exclusive license to use all of the Company’s direct and/or licensed intellectual property necessary for the joint venture to develop and sell the system. Under the terms of the agreement the Company will hold a 65% common membership interest for an initial capital contribution of $100. The joint venture partner contributed $25,000 plus software developed to enhance the Company’s product at a cost of $65,000 to the Joint Venture.

 

NOTE 8 – SUBSEQUENT EVENTS

 

In April 2018 the Company issued 45,107,097 shares of common stock for the conversion of convertible debt to equity.

 

11
 

 

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

FORWARD LOOKING INFORMATION

 

This section and other parts of this Form 10-Q quarterly report includes “forward-looking statements”, that involves risks and uncertainties. All statements other than statements of historical facts, included in this Form 10-Q that address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.

 

Overview

 

Go Eco Group, (formally Liberated Energy), Inc. is a Nevada corporation formed on September 14, 2011. We were incorporated as Mega World Food Holding Company for the purpose of selling frozen vegetable products in all areas of the world except China.

 

On January 19, 2013, pursuant to a Common Stock Purchase Agreement, dated January 7, 2013, Perpetual Wind Power Corporation, a privately held corporation formed under the laws of the State of Delaware on July 1, 2010, acquired 24,500,000 non-registered shares of the Company from its shareholders, thereby owning 24,500,000 out of a total of 25,000,000 issued and outstanding shares of the Company. Thereafter, the Company acquired from Perpetual Wind Power Corporation its patented wind and solar powered turbine technology for 2,500,000 newly issued shares of the Company which were distributed in a dividend to its shareholders and Perpetual Wind Power Corporation returned to treasury its 24,500,000 shares it acquired from the Company’s shareholders. As a result of this transaction, the Company had on January 19, 2013, 3,000,000 shares issued and outstanding. On February 14, 2013, the Company changed its name from Mega World Food Holding Company to Liberated Energy, Inc. and underwent a 24 for 1 stock split, whereby the Company’s outstanding shares increased from 3,000,000 to 72,000,000.

 

On February 4, 2015 the Company increased their number of authorized preferred shares from 10,000,000 to 100,000,000 and authorized common shares from 250,000,000 to 900,000,000.

 

On July 6, 2016, the Company affected a 1-for-3,500 reverse split of the Company’s common stock.

 

On September 14, 2016, the Company entered into an agreement with Ron Knori (Kroni) Owner of EcoCab Portland, LLC by which the Company will required all outstanding ECGLLC membership interest for a 20% non-dilutive interest of the outstanding shares of the Company with the first closing of the agreement. The foregoing agreement was amended on October 11, 2016 and the Company also entered into an Addendum to the amended agreement. The foregoing agreement and transaction described therein has not been completed as of the date of this report and there is no assurance that the transaction will ever be completed and the Company is contemplating rescinding the agreement and initiating suit against Knori.

 

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On January 27, 2017, the Company reduced the authorized shares of common stock from 10,000,000,000 to 2,000,000,000 and changed the name from Liberated Energy, Inc to The Go Eco Group.

 

The Company has advanced Eco Cab $197,520 as part of the agreement. As the closing, has not incurred, due to the failure of EcoCab meeting the agreement requirements, the Company has treated the advances as receivables due the Company with a balance due to the Company as of December 31, 2017 of $43,324.

 

Results of Operations

 

Revenue

 

During the three and six months periods ended March 31, 2018 and 2017 the Company had no revenues.

 

Cost of Sales

 

The Company did not incur cost of sales for the three months and six periods ended March 31, 2018 and 2017.

 

Operation and Administrative Expenses

 

During the three and six months periods ended March 31, 2018 the Company incurred general and administrative expense of $439,618 and $508,443 compared to $225,855 and $587,979 in the same period in 2017, respectively. Higher quarter costs in the period ending March 31, 2018 over the same period in 2017 was attributed to an increase in stock base compensation in 2018.

 

Other Income (Expense)

 

During the three and six months periods ended March 31, 2018 the Company incurred other income for the quarter of $13,664 and other expense for the six months of $6,489compared to other income for the quarter of $11,386 and other expense for the six months of $87,995 in the same period in 2017. The higher six months amount in 2017 is attributable to $57,800 of note discount fees incurred in 2017 that were not incurred in 2018 and a decrease of interest expense incurred of $24,915 in 2018 versus $59,703 in 2017. In addition the Company incurred other income of $20,000 in 2018 not incurred in 2017.

 

Net Loss

 

The net loss for the three and six months periods ended March 31, 2018 was $425,955 and $514,932 compared to $214,469 and $675,974 for the same periods in 2017, respectively. The decrease in loss is attributable to the factors discussed in the preceding two paragraphs.

 

Liquidity and Capital Resources

 

The Company has current assets of $164,217 and current liabilities of $1,032,666 resulting in negative working capital of $868,449. This compares to negative working capital of $1,039,703 for the period ended September 30, 2017. The decrease in negative working capital to March 31, 2018 is attributed to conversion of convertible debt in 2018 verses 2017.

 

Funds used in operating activities was $147,111 for the six months ended March 31, 2018 compared to funds used of $327,728 for the same period in 2017. The decrease in general and administrative expenses, contributed to the majority of the lower use of funds in 2018 over 2017.

 

Funds used in investing activities in 2017 were $43,324 representing loans made to EcoCab Inc. No funds were used in investing activities in 2018.

 

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Funds provided by financing activities for the six months period ended March 31, 2018 was $243,975 compared to $416,298 for the same period in 2017. The Company issued convertible debt of for its financing activity in 2017 for $ 416,298 and $218,975 in 2018. The Company received $25,000 in 2017 as a loan from the newly formed joint venture.

 

Off-Balance Sheet Arrangements

 

The Company does not have any relationships with un entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet financial arrangements.

 

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Market risk is the risk of loss from adverse changes in market prices and rates. The Company’s market risk arises primarily from the fact that the area in which we do business is highly competitive and constantly evolving. The market in which we do business is highly competitive and constantly evolving. We face competition from the larger and more established companies, from companies that have greater resources, including but not limited to, more money, and greater ability to expand their markets also cut into our potential customers. Many of our competitors have longer operating histories, significantly greater financial strength, nationwide advertising coverage and other resources that we do not have.

 

ITEM 4: CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Based on their evaluation of our disclosure controls and procedures(as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the “Exchange Act”), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this quarterly report on Form 10-Q such disclosure controls and procedures were not effective due to the lack of segregation of duties and lack of a formal review process that includes multiple levels of review to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our CEO /CFO do not possess accounting expertise and our company does not have an audit committee. This weakness is due to the company’s lack of working capital to hire additional staff. To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.

 

Changes in Internal Control over Financial Reporting

 

Except as noted above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our six months period ended March 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1: LEGAL PROCEEDINGS

 

None

 

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ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

During the six months ended March 31, 2018, the Company issued 103,141,535 shares of common stock with a value of $340,962 for convertible debt and accrued interest.

 

During the six months ended March 31, 2018, the Company issued 22,920,000 shares of common stock with a value of $345,224 for services.

 

ITEM 3: DEFAULT UPON SENIOR SECURITIES

 

None

 

ITEM 4: MINE SAFETY DISCLOSURES

 

Not Applicable.

 

ITEM 5: OTHER INFORMATION

 

None

 

ITEM 6. EXHIBITS – THIS SHOULD INCLUDE ALL DOCUMENTS THAT ARE MATERIAL AND OPERATION – ARTICLES OF INCORPORATION, BYLAWS, CONTRACTS, ETC.

 

EXHIBIT INDEX

 

        Incorporated by
        Reference

Exhibit

  Number

  Exhibit Description   Form   Filing Date/Period End Date
             
31.1   Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.        
             
32.1   Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.        
             
 101.INS*   XBRL Instance Document        
             
 101.SCH*   XBRL Taxonomy Extension Schema Document        
             
 101.CAL*   XBRL Taxonomy Extension Calculation Linkbase Document        
             
 101.DEF*   XBRL Taxonomy Extension Definition Linkbase Document        
             
 101.LAB*   XBRL Taxonomy Extension Label Linkbase Document        
             
 101.PRE*   XBRL Taxonomy Extension Presentation Linkbase Document        

 

* Pursuant to Rule 406T of Regulation S-T, these interactive date files are deemed not filed or part of the registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

THE GO ECO GROUP, INC.

(formally Liberated Energy, Inc.)

Date: May 11, 2018    
  By: /s/ Brian Conway  
    Brian Conway
   

President, Director, Chief Financial Officer & Chief Executive Officer

(Principal Executive Officer)

(Principal Financial Officer and Principal Accounting Officer

 

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