UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the fiscal year ended
OR
For the transition period from to
Commission file number
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area
code:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| OTC Markets |
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ☐
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 last 90 days.
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Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☐ | Smaller reporting company | ||
| Emerging growth company | |||
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
The aggregate market value of shares of common
stock held by non-affiliates of the registrant as of December 31, 2021, was $
There were 196,912,036 shares of common stock outstanding as of December 31, 2021, and shares of common stock outstanding as of April 26, 2022.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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Table of Contents
| Item 1. Business | 1 |
| Item 1A. Risk Factors | 9 |
| Item 1B. Unresolved Staff Comments | 18 |
| Item 2. Properties | 18 |
| Item 3. Legal Proceedings | 19 |
| Item 4. Mine Safety Disclosures | 19 |
| Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 19 |
| Item 6. Selected Financial Data | 20 |
| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 |
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk | 23 |
| Item 8. Financial Statements and Supplementary Data | F-1 |
| Item 9A. Controls and Procedures | 24 |
| Item 9B. Other Information | 24 |
| Item 10. Directors, Executive Officers and Corporate Governance | 25 |
| Item 11. Executive Compensation | 28 |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 29 |
| Item 13. Certain Relationships and Related Transactions, and Director Independence | 30 |
| Item 14. Principal Accounting Fees and Services | 30 |
| Item 15. Exhibits, Financial Statement Schedules | 31 |
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report contains some statements that are not historical or current facts and that are considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. Such forward-looking statements express our management’s expectations, beliefs, and intentions regarding the future. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this Annual Report are based on current expectations and beliefs concerning future developments that are difficult to predict. We cannot guarantee future performance, or that future developments affecting our company will be those currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the factors referenced in this Annual Report under the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
All forward-looking statements attributable to us are expressly qualified in their entirety by these risks and uncertainties, and you should not place undue reliance on any forward-looking statement. We undertake no obligation to update or revise any forward-looking statement, except as may be required under applicable securities laws.
PART I
Item 1. Business
Financial information contained in this report and in our financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this annual report and unless otherwise indicated, the terms “we”, “us”, “our” and “the Company” mean Eco Innovation Group, Inc.
Business Strategy
Eco Innovation Group, Inc. is a socially responsible and sustainability-focused technology incubator devoted to the commercialization of select intellectual property that, given the right business platform, has the potential to achieve high-value commercial success. Our value creation strategy is a strategic approach to environmental sustainability: we seek innovative socially responsible products and technologies with the potential to create globally important paradigm shifts in energy efficiency and environmental sustainability. Consistent with our strategy, we seek to license, develop and market environmentally sustainable and socially responsible technologies that have compelling market potential.
Market Opportunity
We believe our strategic approach to environmental sustainability and socially responsible technology development offers an attractive value proposition. Environmental sustainability and social responsibility are at the core of a rapidly growing target market recognized for its growth prospects, driven by consumer preference, competitive imperative, regulatory impacts, investor mandates and capital markets. Consumers, both individual and institutional, are core to the change.
According to a report published by Deloitte in February 2020, environmental, social, and governance (ESG) investing is rapidly growing in major global economies and capital markets. As reported by Deloitte, ESG-mandated assets in the United States could grow almost three times as fast as non-ESG-mandated assets to comprise half of all professionally managed investments by 2025, and an estimated 200 new funds in the United States with an ESG investment mandate are expected to launch over the next three years, more than doubling the activity from the previous three years. Also, the Governance and Accountability Institute suggested that 86% of SP 500 companies published sustainability reports in 2018 – up from 20% in 2011. Studies conducted by NYU Stern and Bank of America reported that consumers are also increasingly looking to align themselves with sustainable companies that serve a greater social purpose.
In our approach to the Company’s market opportunity, we not only look for great people with great technology, as part of our nine-step “Evaluation to Market” discipline, we also look to choose scalable technology opportunities and to maximize profit margins
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Business Model
As a technology incubator, Eco Innovation Group works to bring new technologies to consumers by providing the services needed to manufacture and distribute products incorporating the technology. We provide technology developers with strong commercialization support from concept and product development to marketing and promotion, as described in greater detail below. With a focus on socially responsible and sustainable technologies, we seek out innovative inventors developing technologies with socially responsible benefits in the areas of energy efficiency, carbon emissions reduction, environmentally sustainable housing, green foods, and clean water. We focus specifically on developing sustainable and socially responsible technologies for the U.S. and international markets.
Our services are provided through a nine-step “Evaluation to Market” process, used to identify and develop scalable technology opportunities that will have market potential with the application of strong commercialization support. The Evaluation to Market process consists of the application of our capital and management expertise through our provision of the following services:
| 1. | Idea Generation: identifying goods and services that fit our corporate socially responsible and sustainable objectives. |
| 2. | Idea Screening: working directly with Inventors, Developers and Entrepreneurs to identify products and services for commercialization. |
| 3. | Concept Development and Testing: working directly with Inventors, Developers and Entrepreneurs to build prototypes and proof of concept for commercialization. |
| 4. | Market Strategy Development: there are lots of great ideas, but not all pass the market strategy development. The market analysis helps us determine if a product has market potential and also meets our corporate objectives. |
| 5. | Business Analysis: During this process we identify markets, competition, cost analysis, manufacturing options, logistics and distribution channels. |
| 6. | Technology Licensing: using our attorneys to protect IP with patents and trademarks as well as licensing agreements. |
| 7. | Product Development: engineering design, manufacturing prior to market introduction. |
| 8. | Test Marketing/Promotion: using market analytics to test market and solidify our market projections. |
| 9. | Commercialization: introducing products to market and realizing revenue. |
As part of the application of our capital and management expertise through this nine-step Evaluation to Market process, the Company works closely with our inventors and innovators to develop and test the product concepts and applications, to build application-ready prototypes, to develop the technology marketing strategies, and work with the independent distributors as well as the contract manufacturers to get final products to consumers. While the Company does not create or originate the technologies behind the products, we provide these valuable services to enable the inventors of the technologies to take their innovations from concept to market. The Company has identified and is working directly with several contract manufacturers to allow us to scale manufacturing capacity to meet expected product demand.
By employing a business plan purposefully designed to use leased employees, independent contractors and contract manufacturers to scale production and meet the demands of taking our products to market, the Company believes it will be able to accomplish its goals of delivering products at the lowest cost and greatest efficiency utilizing its limited infrastructure.
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Our Technology Agreements
JouleBox® Power Station Contract Manufacturing Agreement
On August 25, 2020, the Company signed a Master Outsourcing Contract Manufacturing Agreement with Eco-Gen Energy, Inc. (“Eco-Gen”), pursuant to which the Company has contracted to manage the production and delivery of Eco-Gen’s JouleBox® Power Station. The Master Outsourcing Contract Manufacturing Agreement with Eco-Gen is a related party transaction insofar as our CEO and controlling Stockholder, Julia Otey-Raudes, is a shareholder of Eco-Gen.
Under the Eco-Gen agreement, the Company has contracted to provide material purchase and management services, supply base management services, final product and component production services, delivery services, inventory management services, and related financial services for the production and delivery of Eco-Gen’s JouleBox® Power Station. Pursuant to an addendum to this Eco-Gen agreement dated August 26, 2020, Eco-Gen is required to advance payment to the Company prior to the Company’s performance of these services with relation to Eco-Gen’s clients. The Company entered into this addendum to the agreement with Eco-Gen due to the credit risk that the Company perceived with relation to Eco-Gen’s clients, upon whose business Eco-Gen, and therefore the Company, are dependent.
To perform our obligations under the Eco-Gen agreement, the Company will engage contract manufacturers and other independent contractors to perform the services and charge the cost of goods and services through to Eco-Gen with a 15% margin. As the services will be outsourced by the Company using third parties, including (but not limited to) intellectual property legal counsel to register trademarks and patents, engineering and manufacturing firms to design and produce the Company’s products, and marketing and advertising firms, the Company plans to manufacture and source products under the Eco-Gen agreement with limited personnel resources.
Power Booster™ Licensing Agreement
On May 4, 2020, the Company signed a Master Exclusive Licensing, Marketing, Distribution and Sales Agreement with the Bellagio IP Trust for the Power Booster™ technology, giving the Company the exclusive right to market Power Booster™ products.
The Company licensed the Power Booster™ technology based on the Company’s belief that the technology has the potential to achieve high-value commercial success. Based on tests performed by the Company and the patent holder, the Power Booster™ technology can provide a saving in energy consumption, depending on multiple factors, including intended usage, quality of existing power source and overall system configuration, over standard generator technology. Actual energy savings will vary depending on overall application and other factors. The Company plans to engage third parties to market products using the Power Booster™ technology in the United States.
The Exclusive Global Licensing Agreement with the Bellagio IP Trust (“Bellagio”)(the “Bellagio Agreement”) grants rights to the Company to market the Power Booster™. In exchange for the Bellagio Agreement, the Company issued Bellagio a restricted stock grant of twenty-five million (25,000,000) restricted common shares in the Company and will pay to Bellagio a royalty of 11% of the net manufacturing price of all Power Booster™ products sold. The Company has thus far generated no revenue from the product. Since the signing date of the Exclusive Global Licensing Agreement with Bellagio, there has been no significant progress by the Company on this initiative. The Company cannot be sure if or when, under the current global climate, that manufacturing agreement will be signed. Additionally, bringing the Power Booster™ technology to market will require significant financial inputs on the Company’s part over the next 12 months.
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MagnoSpring™ Licensing Agreement
On October 26, 2020, the Company signed an Exclusive License Agreement with Fortin Associates LLC, a Delaware limited liability company (“Fortin”), giving the Company the exclusive worldwide right to make, use, sell, lease, import, export, or otherwise dispose of products utilizing Fortin’s magnetic spring mechanical motor technology, including the right to have products using the energy efficient technology made by third party manufacturers. Pursuant to the MagnoSpring™ technology licensing agreement with Fortin, after the completion of an operable prototype that provides proof of concept for the technology, Fortin shall, at the Company’s expense, procure patents for the MagnoSpring™ technology. Under the agreement, the Company is responsible for all costs for preparation, filing, prosecution and maintenance of patents for the MagnoSpring™ technology, and shall have final authority over all decisions concerning filing prosecution of patent applications and patents, including the selection of patent attorneys.
As compensation to Fortin for entering into the Exclusive License Agreement for the MagnoSpring™ technology with the Company, we agreed to pay Fortin (or its principals) a restricted stock grant of 6,000,000 shares of the Company’s common stock subject to a vesting schedule to be determined in the relevant stock grant agreement. Additionally, the Company agreed to pay a royalty of 10% of the net cost of goods for products using the MagnoSpring™ technology that are manufactured and sold. As of the date of this filing, no compensation has been paid to Fortin under the Exclusive License Agreement and no compensation is due.
The Company, after working with Fortin to develop a MagnoSpring™ technology prototype, cannot be sure if or when the MagnoSpring™ technology will be brought to market and result in revenue for the Company.
PoolCooled™ Licensing Agreement
On June 8, 2021, the Company and Lance E. Nist (“Nist”) entered into an exclusive license agreement (the “Exclusive License Agreement”), whereby the Company acquired exclusive right to license and commercialize Nist’s proprietary climate control technology, PoolCooled™. Specifically, Nist licensed the Company the exclusive rights to research, develop, make, have made, use, offer to sell, sell, export, and/or import and commercialize, the PoolCooled™ technology, which is a proprietary climate control technology designed to cool residential and commercial buildings by taking cool water from existing swimming pools and looping it through the existing air conditioning system to boost air conditioning equipment efficiency on a per-unit power consumption basis.
The term of the Exclusive License Agreement began June 8, 2021, and will continue as an exclusive license until the expiration of all patents that may be granted for the PoolCooled™ technology. The parties are required under the Exclusive License Agreement to pursue patents for the PoolCooled™ technology, with the Company responsible for the costs of patent filing and maintenance. In consideration for the grant of perpetual global rights to the PoolCooled™ technology, the Company agreed to pay Nist stock compensation in the amount of 5,000,000 restricted shares of Company common stock and perpetual royalties of 10% of the net cost of goods for products sold utilizing the PoolCooled™ technology.
On December 16, 2021, the Company announced the filing of a patent application (Application No. 17/469,834) for the Company’s licensed PoolCooled™ Climate Control technology solution.
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Glytech, LLC Licensing Agreement
On December 16, 2020, the Company entered into an Exclusive License Agreement (the “Exclusive License Agreement”) with Glytech LLC, a California limited liability company ("Glytech"), who owns the rights to a patented supercritical plant extraction technology (the “Glytech Extraction Process”). Under the terms of the Exclusive License Agreement, the Company exclusively acquired a license to the intellectual property rights from Glytech to commercialize the Glytech Extraction Process, and the Company agreed to pay for the costs of patent procurement for the Glytech Extraction Process.
Under the Exclusive License Agreement with Glytech, ECOX acquired the exclusive right to make, use, sell, lease, import, export or otherwise commercialize the Glytech Extraction Process. Pursuant to the agreement, the Company paid Glytech 15,000,000 shares of common stock on execution, December 16, 2020. Conditioned upon achieving certain milestones defined in the agreement, the Company agreed to pay further consideration to Glytech under the Exclusive License Agreement, as follows: upon completion of a working prototype incorporating the Glytech Extraction Process, a grant of 15,000,000 shares of common stock subject to a one year restriction on transfer and a cash award of $150,000 to be paid quarterly in three installments. To date, there have been no conditional milestone payment made pursuant to the Exclusive License Agreement with Glytech, and there are no assurances that the milestones will be achieved or further payments will be made, or that the Company will realize future revenues from the Exclusive License Agreement.
On June 17, 2020, the Company’s IP attorney filed U.S. patent application 16/904072 with the United States Patent and Trademark Office (USPTO) covering methods of extraction of plant materials obtained using the Glytech Extraction Process exclusively licensed to ECOX, on March 17, 2022, the Company announced receipt of a Notice of Allowance from the USPTO for the patent application, and on April 19, 2022, the USPTO published the final patent with document ID US 11304986 B2.
The Company is active in negotiating additional licensing and joint ventures in the areas of electrical technologies, green energy, energy efficiency, innovative heat exchange technologies designed to reduce heating and cool costs for residential and commercial buildings, pathogen detection and mitigation, and green housing.
Green Construction Division – USA and Canada
Spruce Engineering Construction, Inc. – Canada
Asset Purchase Agreement
On October 4, 2021, Eco Innovation Group, Inc. (the “Company”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Spruce Construction, Inc., an Alberta Business Corporation (“Spruce Construction”) and Timothy Boetzkes (“Boetzkes”), a resident of the Province of Alberta, Canada and the sole shareholder of Spruce Construction, pursuant to which, the Company, Boetzkes and Spruce Construction agreed to effect an asset purchase agreement for existing construction equipment and form a new Canadian engineering and construction company in Canada.
Under the Asset Purchase Agreement, the Company agreed to pay Boetzkes one million shares of the Company’s restricted common stock and $130,000 CAD in cash over the next 12 months for substantially all of the assets and business of Spruce Construction, consisting of vehicles, tools and equipment for the construction industry, the Spruce Construction name, and the existing book of construction business of Spruce Construction. Pursuant to the Asset Purchase Agreement, the Company, Boetzkes and Patrick Laurie, the CEO of the Company’s Canadian technology subsidiary, ECOIG Canada, have formed a new Alberta Business Corporation to own and deploy the construction assets, named Spruce Engineering Construction Inc. The Company will own 85% of the voting interests of Spruce Engineering Construction Inc., with Boetzkes owning 10% and Patrick Laurie 5%.
The closing of the Asset Purchase Agreement was subject to the satisfaction or waiver of customary conditions to closing, as disclosed in the term sheet for the project disclosed by the Company and filed as Exhibit 10.1 in the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on August 11, 2021.
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Lock-Up Leak-Out Agreement
On October 4, 2021, in connection with the Asset Purchase Agreement, Boetzkes entered into a Lock-Up and Leak-Out Agreement with the Company pursuant to which, among other thing, such shareholder agreed to certain restrictions regarding the resale of the common stock issued pursuant to the Asset Purchase Agreement for a period of six months from the date of the Asset Purchase Agreement, as more fully detailed therein.
Shareholders Agreement
On October 4, 2021, in connection with the Asset Purchase Agreement, the Company entered into a shareholders agreement (the “Shareholders Agreement”) with Timothy Boetzkes and Patrick Laurie. Under the Shareholders Agreement, Patrick Laurie agreed to serve as the Chief Executive Officer and Timothy Boetzkes agreed to serve as the Chief Operating Officer of Spruce Engineering Construction Inc. The Shareholders Agreement provides for certain terms of governance, restrictive covenants including confidentiality and noncompetition, and transfer restrictions on the parties’ equity with regards to Spruce Engineering Construction Inc.
Employment Agreements
On October 4, 2021, in connection with the Asset Purchase Agreement, Spruce Engineering Construction Inc., of which the Company is the 85% voting equity holder, entered into employment agreements (the “Employment Agreements”) with Timothy Boetzkes and Patrick Laurie, pursuant to which Patrick Laurie shall serve as the Chief Executive Officer and Timothy Boetzkes shall serve as the Chief Operating Officer of Spruce Engineering Construction Inc. Ancillary to the Employment Agreements, Boetzkes and Laurie also entered into restricted stock award agreements governing their minority equity stakes in Spruce Engineering Construction Inc., which provide for a repurchase option allowing Spruce Engineering Construction Inc. to clawback equity in the event of the employees’ for-cause termination.
ECOX Spruce Construction, Inc. – USA
On January 4, 2022, the Company formed a subsidiary, ECOX Spruce Construction, Inc., a California corporation (“ECOX Spruce Construction”), for the purpose of starting a green construction division in the USA. Pursuant to a letter of intent (LOI) between ECOX and Edgar E. Aguilar ("Aguilar"), a resident of California and licensed California general contractor, Aguilar agreed to manage the operation of ECOX Spruce Construction’s construction business in California as its Responsible Managing Officer. Under the Company’s existing LOI with Aguilar, Blueprint Construction will own 20% of the equity interests of ECOX Spruce Construction Inc., and the Company will own 80%. ECOX Spruce Construction is in the process of securing a general contractor license in California, with the Company’s Chief Executive Officer as principal applicant. That application was approved and the Company is in the process of securing workman’s compensation insurance and bonding so that the license will become active. Once ECOX Spruce Construction is fully licensed and bonded as a California general contractor, the Company intends to seek certification as a Women’s Business Enterprise.
Corporate Information
The Company’s shares are quoted on the OTC Markets Pink Sheet tier, under the symbol ECOX. Our executive offices are located at 16525 Sherman Way, Suite C-1, Van Nuys, CA 91406, and our telephone number is (800) 922-4356.
We maintain an internet website, and our internet address is https://www.ecoig.com. The information on our website is not incorporated by reference in this Annual Report or in any other filings we make with the Securities and Exchange Commission (“SEC”).
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
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In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements, and, if their revenues are less than $100 million, not providing an independent registered public accounting firm attestation on internal control over financial reporting. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of the second fiscal quarter of that year or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of the second fiscal quarter of that year.
Corporate History
Eco Innovation Group, Inc., was originally incorporated on March 5, 2001 as Dig-It Underground, Inc., a Nevada corporation that initially operated as an underground cable contractor. On September 29, 2008, the Company entered into a share exchange agreement with Haydin Group Enterprises (“Haydin”), a sole proprietorship, and concurrently resolved to wind down its cable installation business. By virtue of the share exchange agreement, the Company acquired an interest in Haydin’s salon equipment, office equipment, lease assignments for salon locations, reception office equipment, salon stations, and remodeled salon facilities that included upgraded and permitted electrical, plumbing and signage. The Company’s business focused on the operation of a string of high-end beauty salons in the Cedar Hill, Texas area.
On September 1, 2011, the Company entered into a share exchange agreement with Get Down Art, LLC, a Nevada limited liability company. The consummation of the share exchange provided the Company with original art and agreements with artists with licensing agreements with businesses. The Company acquired art inventory, accounts receivable, office leasing and build out. The Company resolved to unwind its previous acquisition of Haydin dated September 29, 2008.
On August 30, 2012, the Company acquired Haydin as a wholly owned subsidiary of the Company through a share exchange agreement wherein the Company issued fifty million shares of its common stock in exchange for all of the legal right title and interest in the assets of Haydin, which owned a chain of high-end beauty salons that focused on skin and hair care and nail care. Haydin also promoted sales of beauty supplies and products and sold to other salons in Texas. The Haydin beauty salons retained highly trained experienced cosmetologists who had a long history with the business. Concurrently, the Company discontinued its business with Get Down Art, LLC and resolved to unwind that acquisition.
On January 5, 2016, the Company acquired Expressions Property Limited, LP, a Texas limited partnership and Expressions Chiropractic and Rehab Center, PA in a share exchange agreement. This acquisition allowed the Company to enter into the natural healing and chiropractic business in Cedar Hill and North Richland Hills, Texas.
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Effective June 30, 2018, the Company resolved and agreed to spin out Haydin Group Enterprises, Expressions Property Limited, LP and Expressions Chiropractic and Rehab Center, PA as private entities and thereby unwinding the share exchange agreements entered into on August 30, 2012 and January 5, 2016, respectively.
The Company was subsequently an innovation incubator platform from 2018 until early 2020 that was devoted to globally important paradigm shifts in technology, sustainable products development, and research, will initially re introduce a more affordable, fire, hurricane and earthquake resilient steel framing system.
On February 28, 2020, our current CEO and controlling Stockholder, Julia Otey-Raudes, took over management and control of the company and transferred all of the IP relating to the Company’s old business model back to John English. In the related change of control transaction, Ms. Otey acquired 30,000,000 shares of super-voting Preferred Series A stock on February 28, 2020, and launched the company into a new direction. The Company is now an innovation incubator platform devoted to globally important paradigm shifts in technology, sustainable and carbon negative products development and practical deployment worldwide. ECOX will initially introduce a revolutionary power booster for homes and offices that, when installed as directed, holds the potential to reduce energy consumption, depending on configuration by up to 60% and other energy saving related technologies.
Description of property
The Company does not lease or own an office, any real estate or assets as of the year ended December 31, 2020, and as of the date of this filing. The Company’s offices are located in a space provided to the Company free of charge by Eco-Gen Energy, Inc.
Reports to security holders
We are required to file annual, quarterly and current reports with the Securities and Exchange Commission and our filings are available to the public over the internet at the Securities and Exchange Commission’s website at http://www.sec.gov. The public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street N.E. Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-732-0330. The SEC also maintains an Internet site that contains reports, proxy and formation statements, and other information regarding issuers that file electronically with the SEC, at http://www.sec.gov.
Item 1A. Risk Factors
Risks Related to our Business
There could be unidentified risks involved with an investment in our securities.
The foregoing risk factors are not a complete list or explanation of the risks involved with an investment in the securities. Additional risks will likely be experienced that are not presently foreseen by the Company. Prospective investors must not construe the information provided herein as constituting investment, legal, tax or other professional advice. Before making any decision to invest in our securities, you should read this entire Prospectus and consult with your own investment, legal, tax and other professional advisors. An investment in our securities is suitable only for investors who can assume the financial risks of an investment in the Company for an indefinite period of time and who can afford to lose their entire investment. The Company makes no representations or warranties of any kind with respect to the likelihood of the success or the business of the Company, the value of our securities, any financial returns that may be generated or any tax benefits or consequences that may result from an investment in the Company.
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General risk relating to COVID-19 pandemic
The novel coronavirus (COVID-19) pandemic may have an unexpected effect on our business, financial condition and results of operations.
In March 2020, the World Health Organization declared COVID-19 a global pandemic, and governmental authorities around the world have implemented measures to reduce the spread of COVID-19. These measures have adversely affected workforces, customers, supply chains, consumer sentiment, economies, and financial markets, and, along with decreased consumer spending, have led to an economic downturn across many global economies.
The COVID-19 pandemic has rapidly escalated in the United States, creating significant uncertainty and economic disruption, and leading to record levels of unemployment nationally. Numerous state and local jurisdictions have imposed, and others in the future may impose, shelter-in-place orders, quarantines, shut-downs of non-essential businesses, and similar government orders and restrictions on their residents to control the spread of COVID-19. Such orders or restrictions have resulted in temporary facility closures, work stoppages, slowdowns and travel restrictions, among other effects, thereby adversely impacting our operations. In addition, we expect to be impacted by a downturn in the United States economy, which could have an adverse impact on discretionary consumer spending and may have a significant impact on our business operations and/or our ability to generate revenues and profits.
In response to the COVID-19 disruptions, we have implemented a number of measures designed to protect the health and safety of our staff and contractors. These measures include restrictions on non-essential business travel, the institution of work-from-home policies wherever feasible and the implementation of strategies for workplace safety at our facilities that remain open. We are following the guidance from public health officials and government agencies, including implementation of enhanced cleaning measures, social distancing guidelines and wearing of masks.
The extent to which COVID-19 ultimately impacts our business, financial condition and results of operations will depend on future developments, which are highly uncertain and unpredictable, including new information which may emerge concerning the severity and duration of the COVID-19 outbreak and the effectiveness of actions taken to contain the COVID-19 outbreak or treat its impact, among others. Additionally, while the extent to which COVID-19 ultimately impacts our operations will depend on a number of factors, many of which will be outside of our control. The COVID-19 outbreak is evolving and new information emerges daily; accordingly, the ultimate consequences of the COVID-19 outbreak cannot be predicted with certainty.
In addition to the COVID-19 disruptions possibility adversely impacting our business and financial results, they may also have the effect of heightening many of the other risks described in these Risk Factors, including risks relating to changes due to our limited operating history; our ability to generate sufficient revenue, to generate positive cash flow; our relationships with third parties, and many other factors. We will endeavor to minimize these impacts, but there can be no assurance relative to the potential impacts that may be incurred.
Generally, while we believe the coronavirus may have a negative impact on our future financial results, the impact is difficult to assess at this time. Our newly implemented business plan has not yet generated revenue as of the date of this filing, and future results are speculative. As an early-stage company with a limited operating history, the effects of the coronavirus on our business plan are impossible to predict. Although we believe that responsive actions related to COVID-19 may adversely affect our future business, financial condition, liquidity, and cash flow, we are unable to predict the extent of any such impact as circumstances rapidly evolve.
Risks Related to Our Business and Industry
Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment.
You must consider the risks and difficulties we face as an early-stage company with a limited operating history. If we do not successfully address these risks, our business, prospects, operating results and financial condition will be materially and adversely harmed. We are in the beginning stages of introducing new technologies to the marketplace and we have a very limited operating history on which investors can base an evaluation of our business, operating results, and prospects. It is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business.
We anticipate we will experience losses for the foreseeable future
We have reported losses and we expect these losses to continue as we seek to introduce our new technologies to the marketplace.
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Our independent auditors' report for the fiscal years ended December 31, 2021 and 2020 have expressed doubts about our ability to continue as a going concern.
Due to the uncertainty of our ability to meet our current operating and capital expenses, in our audited annual financial statements as of and for the year ended December 31, 2021 and 2020 our independent auditors included a note to our financial statements regarding concerns about our ability to continue as a going concern. The Company has incurred recurring losses, has generated limited revenue and has had negative operating cash flows since inception. These factors and the need for additional financing in order for the Company to meet its business plan, raise substantial doubt about the ability to continue as a going concern. The presence of the going concern note to our financial statements may have an adverse impact on the relationships we are developing and plan to develop with third parties as we continue the commercialization of our products and could make it challenging and difficult for us to raise additional financing, all of which could have a material adverse impact on our business and prospects and result in a significant or complete loss of your investment.
We may experience significant delays in the design, manufacture, launch, and financing of our products, which may increase the risk of your investment.
Any delay in the design, manufacture, marketing or sales of our products could materially damage our brand, business, prospects, financial condition and operating results, and thus the value of your investment.
We face significant barriers in our attempt to introduce our products to the marketplace, and if we cannot successfully overcome those barriers our business will be negatively impacted.
The market for our products has traditionally been controlled by a limited number of large corporations. These large corporations could hold significant power relative to the installation of new technologies on the electric power grid or relative to the installation of new technologies connected to the power grid. These corporations could seek to block our access to power grid connections, resulting in difficulties for our company to gain installations and revenues and profits. Our heat exchanger technologies are also new and as a result there could be market entry delays due to numerous competitive factors.
We face significant market competition.
Our market sector is extremely competitive. Our competitors include numerous larger, diversified companies that have more financial, marketing and other resources, distribution networks and greater name recognition than us. Our ability to be successful will depend on many factors, some of which may be outside of our direct control.
We are often dependent on our suppliers, a significant number of which are single or limited source suppliers, and the inability of these suppliers to continue to deliver, or their refusal to deliver, necessary components of our system and/or the system of our customers at prices and volumes acceptable to us would have a material adverse effect on our business, prospects and operating results.
Our supply chain exposes us to multiple potential sources of delivery failure or component shortages. For example, earthquakes, floods or other natural disasters could negatively impact our supply chain. We are currently evaluating, qualifying and selecting our suppliers for future production and we intend to establish in the future dual suppliers for several key components of our products, although we expect that a number of components will be single-sourced. We have in the past experienced source disruptions in our supply chains, which have caused delays in our production process and we may experience additional delays in the future with respect to our current products and other products we produce in the future.
Changes in business conditions, wars, governmental changes and other factors beyond our control or which we do not presently anticipate, could also affect our suppliers’ ability to deliver components to us on a timely basis. Furthermore, if we experience significant increased demand, or need to replace our existing suppliers, there can be no assurance that additional supplies of component parts will be available when required on terms that are favorable to us, at all, or that any supplier would allocate sufficient supplies to us in order to meet our requirements or fill our orders in a timely manner. The loss of any single or limited source supplier or the disruption in the supply of components from these suppliers could lead to delays in vehicle deliveries to our customers, which could hurt our relationships with our customers and also materially adversely affect our business, prospects and operating results.
Increases in costs, disruption of supply or shortage of major components of our systems supplied by our vendors or to raw materials, could harm our business.
We may experience increases in the cost or a sustained interruption in the supply or shortage of components, raw materials and/or finished goods from our suppliers. Any such an increase or supply interruption could materially negatively impact our business, prospects, financial condition and operating results.
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Product sales lead times may be significant and could negatively affect our business.
Decision timeframes and sales cycles within our industry are often long with significant analysis being required before purchasing decisions are completed. These long decisions and sales cycles may negatively affect our ability to generate revenues.
We are subject to substantial regulation and industry-standard guidelines related to the manufacturing of our products and relative safety requirements for our products
The industry in which we operate is highly regulated and there are considerable regulations regarding the manufacturing, labeling, marketing, and safety of our products. While we take great care to comply with regulatory compliance, our inability could affect our ability to manufacture and market our products, thus affecting our ability to generate profits for the Company.
We are dependent on licensing agreements for several of our products.
While we believe our contracts, agreements and relationships with the entities from which we license various technologies are sound. There can be no assurance these license agreements will continue as envisioned. While we take great care to maintain good relationships with technology licensors, disagreements or attempts to cancel our contractual rights could negatively affect our business and our ability to generate revenues and/or profits.
Our future growth may be dependent upon consumers’ willingness to adopt new technologies relative to energy conservation, alternative electric generation, electrical storage technologies and alternatives to traditional heating and cooling technologies.
Our growth is highly dependent upon the adoption by consumers, governments, electric utility companies and private enterprises of alternative technologies. If the market for our alternative technologies does not develop as we expect or develops more slowly than we expect, our business, prospects, financial condition and operating results will be harmed. The market for our products is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, alternative energy generation and storage announcements and changing consumer demands and behaviors. There can be no assurance our new technologies will be accepted.
Other factors that may influence the adoption of our technologies include:
| • | public perception of alternative forms of electricity generation, storage, and alternative heating and cooling technologies, especially relating to the adoption of these new technologies. While it is thought that the public’s perception of our technologies is positive, these can be no assurance these perceptions could change in the future. |
| • | advancement of alternative technologies. The marketplace in which we operate is experiencing considerable innovation. There can be no assurance that our competitors will not create alternative technologies that could place our products at a disadvantage in the market. Such technological advancements could negatively affect our business operations and our ability to produce profits. |
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| • | reductions in the environmental impact of traditional fossil fuel electric generation; |
| ·• | the environmental consciousness of consumers; |
| • | volatility in the cost of oil, natural gas and other fuels. A significant long term decrease in the cost of alternatives could negatively affect our business operations and our ability to produce profits. |
| • | consumers’ perceptions of the dependency of the United States on oil from unstable or hostile countries; |
| • | government regulations and economic incentives promoting fuel efficiency and alternate forms of energy; |
| • | the availability of tax and other governmental incentives relative to electricity generation, storage or consumption; |
| • | perceptions about the technologies and the actual cost of both fossil fuels and alternative energy sources. |
Our future growth may be dependent upon consumers’ willingness to adopt new technologies relative to pathogen detection, sterilization of interiors of buildings.
Our growth may be highly dependent upon the adoption by consumers, governments, and business of pathogen and illness mitigation technologies. If the market for new technologies that the Company may market in these areas does not develop as we expect or develops more slowly than we expect, our business, prospects, financial condition and operating results will be harmed. The market for our potential new pathogen mitigation related products is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, and changing consumer demands and behaviors. There can be no assurance our new technologies will be accepted by the market.
If our suppliers or technology license partners fail to use ethical business practices and comply with applicable laws and regulations, our brand image could be harmed due to negative publicity.
Our core values, which include developing the highest quality products while operating with integrity, are an important component of our brand image, which makes our reputation particularly sensitive to allegations of unethical business practices. We do not control our independent suppliers or their business practices. Accordingly, we cannot guarantee their compliance with ethical business practices, such as environmental responsibility, fair wage practices, and compliance with child labor laws, among others. A lack of demonstrated compliance could lead us to seek alternative suppliers, which could increase our costs and result in delayed delivery of our products, product shortages or other disruptions of our operations.
We face risks associated with our business with Eco-Gen Energy, Inc. that could harm our financial condition and results of operations.
Our business with and anticipated revenue from Eco-Gen is completely dependent upon certain factors, namely, our ability to perform under our agreement with Eco-Gen, on the functionality of Eco-Gen’s JouleBox® Power Station technology, and the ability of Eco-Gen’s customers to pay Eco-Gen. According to Eco-Gen, Eco-Gen’s primary clients and business are with purchasers who have contracted with Eco-Gen for delivery of Eco-Gen’s products, where the Company will provide for the manufacture of those products. As such, our business and anticipated revenue from our agreement with Eco-Gen is completely dependent upon Eco-Gen’s business and Eco-Gen’s anticipated revenue from Eco-Gen’s customers.
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Our anticipated revenue from Eco-Gen is subject to numerous risks and uncertainties that include, in addition to the risk that we may be unable to perform our obligations to Eco-Gen, the following risks associated with Eco-Gen:
| • | Eco-Gen’s cash position, according to its unaudited financial statements, is insufficient to complete its obligations under Eco-Gen’s current purchase orders, and insufficient to pay us to perform our related contractual obligations to manage the manufacture of Eco-Gen’s products; |
| • | Based on the fact that the two customers disclosed by Eco-Gen will not be required to pay 50% of their purchase prices until the units they purchased are delivered to them, according to Eco-Gen’s representations, and based on Eco-Gen’s current cash position disclosed above, as of the date of this filing, Eco-Gen does not have the necessary financial capacity to pay us to perform our obligations to Eco-Gen. |
As a result of these risks, we cannot be certain that we will generate any revenue from our business with Eco-Gen Energy, Inc.
We manufacture critical components used within electrical and cooling/heating systems and, as a result, could be subject to litigation.
Product liability claims are common in the electrical product and heating and cooling systems industry. Even though we have not been subject to such claims in the past, we could be the defendant in a lawsuit including those related to product liability claims alleging defects in the design, manufacture or operation of our green technology products. Any litigation, regardless of its merit or eventual outcome, could result in significant legal costs and high damage awards or settlements. Although we currently maintain product liability insurance, the coverage is subject to deductibles and limitations, and may not be adequate to cover future claims. Additionally, we may be unable to maintain our existing product liability insurance in the future at satisfactory rates or at adequate amounts.
If product liability lawsuits are brought against us, our business may be harmed, and we may be required to pay damages.
Our business exposes us to potential product liability claims that are inherent in the market for electrical systems and components and relative to the green technology and energy efficiency markets in which we do business. We could become the subject of product liability lawsuits alleging that component failures, malfunctions, manufacturing flaws, design defects or inadequate disclosure of product-related risks or product-related information resulted in an unsafe condition or injury to patients.
Regardless of the merit or eventual outcome, product liability claims may result in:
| • | decreased demand for our products |
| • | injury to our reputation; |
| • | significant litigation costs; |
| • | substantial monetary awards to or costly settlements with customers; |
| • | product recalls; |
| • | material defense costs; |
| • | loss of revenues; |
| • | the inability to commercialize new products or product candidates; and diversion of management attention from pursuing our business strategy. |
Our business may suffer if we are unable to attract or retain talented personnel.
Our success will depend in large measure on the abilities, expertise, judgment, discretion, integrity and good faith of Management, as well as other personnel. We have a small management team, and the loss of a key individual or our inability to attract suitably qualified replacements or additional staff could adversely affect our business. Our success also depends on the ability of Management to form and maintain key commercial relationships within the marketplace. No assurance can be given that key personnel will continue their association or employment with us or that replacement personnel with comparable skills will be found. If we are unable to attract and retain key personnel and additional employees, our business may be adversely affected. We do not maintain key-man life insurance on any of our executive employees.
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The lack of available and cost-effective directors and officer’s insurance coverage in our industry may cause us to be unable to attract and retain qualified executives, and this may result in our inability to further develop our business.
Our business depends on attracting independent directors, executives and senior management to advance our business plans. We currently do not have directors and officer’s insurance to protect our sole director or any new directors that may be appointed in the future and the Company against the possible third-party claims. This is due to the significant lack of availability of such policies at reasonably competitive prices. As a result, the Company and our executive directors and officers are susceptible to liability claims arising by third parties, and as a result, we may be unable to attract and retain qualified independent directors and executive management causing the development of our business plans to be impeded as a result.
If we fail to maintain satisfactory relationships with future customers, our business may be harmed.
Due to competition or other factors, we could lose business from our future customers, either partially or completely. The future loss of one or more of our significant customers or a substantial future reduction of orders by any of our significant customers could harm our business and results of operations. Moreover, our customers may vary their order levels significantly from period to period and customers may not continue to place orders with us in the future at the same levels as in prior periods. In the event that in the future we lose any of our larger customers, we may not be able to replace that revenue source. This could harm our financial results.
Management of growth will be necessary for us to be competitive.
Successful expansion of our business will depend on our ability to effectively attract and manage staff, strategic business relationships, and stockholders. Specifically, we will need to hire skilled management and technical personnel as well as manage partnerships to navigate shifts in the general economic environment. Expansion has the potential to place significant strains on financial, management, and operational resources, yet failure to expand will inhibit our profitability goals.
We depend on key personnel and have a difficult time recruiting needed personnel.
Our future success depends on the efforts of a small number of key personnel. In addition, due to our financial resources and specialized expertise required, we may not be able to recruit the individuals needed for our business needs. There can be no assurance that we will be successful in attracting and retaining the personnel we require to operate and be innovative.
Our strategies to grow our business may not be successful.
We are pursuing a variety of strategies to grow our business, including, as outlined below. There can be no assurances we will be able to successfully grow our business operations.
| • | collaborations, licensing arrangements, joint ventures, strategic alliances or partnerships; |
| • | pursuing sales in international markets; and |
| • | acquisitions of complementary products or technologies. |
As a growing company, we have to develop reliable accounting resources and internal controls. Failure to achieve and maintain effective controls could prevent us from producing reliable financial reports.
Effective internal controls and accounting resources are necessary for us to provide reliable financial reports. We are in the process of implementing a system of internal controls. Failure to achieve and maintain an effective internal accounting and control environment could cause us to face regulatory action and also cause investors to lose confidence in our reported financial information, either of which could have an adverse effect on our business and financial results.
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Risks of Government Action And Regulatory Uncertainty
Our products and operations are subject to extensive government regulation and industry association group compliance requirements. Our failure to comply with applicable requirements could harm our business.
Our products are subject to extensive regulation in the United States and elsewhere. Within the United States, there are numerous government agencies that regulate electrical components and the connection and operation of these components and systems. These may include but are not limited to Consumer Product Safety Commission (CPSC), Department of Energy (DOE), Environmental Protection Agency (EPA), Federal Communication Commission (FCC), Federal Trade Commission (FTC), Occupational Safety and Health Administration (OSHA). Many states within the United States have similar bodies and the state Public Utilities Commission. Additionally, there are numerous industry associated standards created, such as those enacted by the National Electrical Manufacturers Association and other industry bodies, to which we could be required to adhere.
The government imposed and industry regulations to which we are subject are complex and have tended to become more stringent over time. Regulatory changes could result in restrictions on our ability to carry on or expand our operations, higher than anticipated costs or lower than anticipated sales. Lack of adherence to these many requirements could result in prohibitions on sales of our products; and in the most serious cases, criminal penalties.
Our future sales could be affected by availability of government subsidies for wind, solar or other alternative energy production sources.
There are numerous U.S. federal, U.S. state, and non-U.S. government programs to subsidize wind, solar and other alternative forms of energy production, storage, transmission, usage, etc. The availability of such programs or curtailment of such programs could have negative impacts on our business and our ability to generate revenues and profits. There can be no assurances any current program or future program will be ongoing. Any change to subsidy framework could negatively affect our operations.
Risks Related to Our Common Stock
We may need additional capital that will dilute the ownership interest of investors.
We may require additional capital to fund our future business operations. If we raise additional funds through the issuance of equity, equity-related or convertible debt securities, these securities may have rights, preferences or privileges senior to those of the rights of holders of our shares of common stock, who may experience dilution of their ownership interest of our shares of common stock. We cannot predict whether additional financing will be available to us on favorable terms when required, or at all. During recent financial periods, we have experienced negative cash flow from operations and expect to experience significant negative cash flow from operations in the future. The issuance of additional shares of common stock by our board of directors may have the effect of further diluting the proportionate equity interest and voting power of holders of our shares of common stock.
Our shares of common stock qualify as a penny stock. As such, we are subject to the risks associated with "penny stocks". Regulations relating to "penny stocks" limit the ability of our stockholders to sell their shares and, as a result, our stockholders may have to hold their shares indefinitely.
Our shares of common stock are deemed to be "penny stock" as that term is defined in Regulation Section 240.3a51-1 of the Securities and Exchange Commission. Penny stocks are stocks: (a) with a price of less than $5.00 per share; (b) that are not traded on a "recognized" national exchange; (c) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ - where listed stocks must still meet the requirement (a) above); or (d) in issuers with net tangible assets of less than $1,500,000 (if the issuer has been in continuous operation for at least three years) or $5,000,000 (if in continuous operation for less than three years), or with average revenues of less than $6,000,000 for the last three years.
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Section 15(g) of the Securities Exchange Act of 1934 and Regulation 240.15g(c)2 of the Securities and Exchange Commission require broker dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account. Potential investors in our shares of common stock are urged to obtain and read such disclosure carefully before purchasing any shares of common stock that are deemed to be "penny stock".
Moreover, Regulation 240.15g-9 of the SEC requires broker dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker dealer to: (a) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (b) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (c) provide the investor with a written statement setting forth the basis on which the broker dealer made the determination in (ii) above; and (d) receive a signed and dated copy of such statement from the investor confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for investors in our shares of common stock to resell their shares to third parties or to otherwise dispose of them. Holders should be aware that, according to SEC Release No. 34-29093, dated April 17, 1991, the market for penny stocks suffers from patterns of fraud and abuse.
Our Management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, Management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.
FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock and to deposit certificates in paper form or to clear shares for trading under Safe Harbor exemptions and regulations for unregistered shares.
In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (known as “FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our shares of common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares. FINRA requirements make it more difficult for our investors to deposit paper stock certificates or to clear our shares of common stock that are transferred electronically to brokerage accounts. There can be no assurances that our investors will be able to clear our shares for eventual resale.
Costs and expenses of being a reporting company under the 1934 Securities Exchange Act may be burdensome and prevent us from achieving profitability.
As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and parts of the Sarbanes-Oxley Act. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place a significant strain on our personnel, systems, and resources.
Since our shares of common stock are thinly traded their value is more susceptible to extreme rises or declines in price, and you may not be able to sell your shares at or above the price paid.
Since our shares of common stock are thinly traded its trading price is likely to be highly volatile and could be subject to extreme fluctuations in response to various factors, many of which are beyond our control, including (but not necessarily limited to): the trading volume of our shares, the number of analysts, market-makers and brokers following our shares of common stock, new products or services introduced or announced by us or our competitors, actual or anticipated variations in quarterly operating results, conditions or trends in our business industries, additions or departures of key personnel, sales of our shares of common stock and general stock market price and volume fluctuations of publicly traded, and particularly microcap, companies.
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Investors may have difficulty reselling shares of our common stock, either at or above the price they paid for our stock, or even at fair market value. The stock markets often experience significant price and volume changes that are not related to the operating performance of individual companies, and because our shares of common stock are thinly traded it is particularly susceptible to such changes. These broad market changes may cause the market price of our shares of common stock to decline regardless of how well we perform as a company. In addition, there is a history of securities class action litigation following periods of volatility in the market price of a company’s securities. Although there is no such litigation currently pending or threatened against us, such a suit against us could result in the incursion of substantial legal fees, potential liabilities and the diversion of management’s attention and resources from our business. Moreover, and as noted below, our shares are currently quoted on the OTC Markets Pink and, further, are subject to the penny stock regulations. Price fluctuations in such shares are particularly volatile and subject to potential manipulation by market-makers, short-sellers and option traders.
Our chief executive officer and our sole director have substantial control over us, which could limit your ability to influence the outcome of key transactions, including a change of control.
Our executive officer and principal stockholders will beneficially own or control, directly or indirectly, a significant majority of our shares. For example, our CEO and sole director holds 30,000,000 shares of preferred stock that allows for up to 96.8% control of any Stockholder vote. As a result, this stockholder could have significant influence over the outcome of matters submitted to our stockholders for approval, including the election or removal of directors, any amendments to our certificate of incorporation or bylaws and any merger, consolidation or sale of all or substantially all of our assets, and over the management and affairs of our company. This concentration of ownership may also have the effect of delaying or preventing a change in control of our company or discouraging others from making tender offers for our shares and might affect the market price of our common stock.
Because we do not expect to pay any dividends on our common stock for the foreseeable future, investors in our Company may never receive a return on their investment.
We do not anticipate that we will pay any cash dividends to holders of our common stock in the foreseeable future. Instead, we plan to retain any earnings to maintain and expand our existing operations. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any return on their investment.
There could be unidentified risks involved with an investment in our securities.
The foregoing risk factors are not a complete list or explanation of the risks involved with an investment in the securities. Additional risks will likely be experienced that are not presently foreseen by the Company. Prospective investors must not construe this and the information provided herein as constituting investment, legal, tax or other professional advice. Before making any decision to invest in our securities, you should read this entire Prospectus and consult with your own investment, legal, tax and other professional advisors. An investment in our securities is suitable only for investors who can assume the financial risks of an investment in the Company for an indefinite period of time and who can afford to lose their entire investment. The Company makes no representations or warranties of any kind with respect to the likelihood of the success or the business of the Company, the value of our securities, any financial returns that may be generated or any tax benefits or consequences that may result from an investment in the Company.
Item 1B. Unresolved Staff Comments
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2. Properties
The Company does not lease or own an office, any real estate or assets as of the year ended December 31, 2021, and as of the date of this filing. The Company’s offices are located in a space provided to the Company free of charge by Eco-Gen Energy, Inc.
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Item 3. Legal Proceedings
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Shares of the Company’s common stock are quoted under the symbol "ECOX" on the OTC Markets Quotation System Pink market tier.
The OTC Markets Quotation System is quotation service that display real-time quotes, last-sale prices and volume information in over-the-counter equity securities. The market is limited for our stock and any prices quoted may not be a reliable indication of the value of our shares of common stock. The following Table sets forth the high and low bid prices per share of our shares of common stock by OTC Markets for the periods indicated.
| For the Period Ending December 31, 20211 | High | Low | ||||||
| First Quarter | $ | 0.15 | $ | 0.06 | ||||
| Second Quarter | $ | 0.08 | $ | 0.023 | ||||
| Third Quarter | $ | 0.055 | $ | 0.02 | ||||
| Fourth Quarter | $ | 0.034 | $ | .006 | ||||
| For the Period Ending December 31, 20201 | High | Low | ||||||
| First Quarter | $ | 0.05 | $ | 0.005 | ||||
| Second Quarter | $ | 0.14 | $ | 0.01 | ||||
| Third Quarter | $ | 0.14 | $ | 0.07 | ||||
| Fourth Quarter | $ | 0.95 | $ | 0.064 | ||||
| 1. | Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions. Our transfer agent is Nevada Agency and Transfer Company, 50 West Liberty Street, Suite 880, Reno, NV 89501, (775) 322-0626, info@natco.com. |
As of April 25, 2022, the shares traded at $0.0023 bid and $0.0025 ask price with a total of 1,286,900 shares traded in the previous 10 days of trading.
Holders of Record
As of April 26, 2022, the date of filing of this Annual Report, we have 388,095,683 shares of our common stock issued and outstanding, held by approximately 72 stockholders of record.
Dividends
We have not paid any cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of our business.
Securities Authorized for Issuance under Equity Compensation Plans
None.
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Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
On May 18, 2020, the company issued 8,000,000 shares of common stock to a consultant for $0.098 per share valued at $784,000 for services.
On May 26, 2020, the company issued 25,000,000 shares of common stock to its former Chief Executive Officer John English for the conversion of a $2,451 convertible note.
On June 26, 2020, the company issued 12,500,000 shares of common stock to Pinnacle Consulting Services for $0.099 per share valued at $1,248,750 as compensation for consulting services.
On June 26, 2020, the company issued 10,000,000 shares of common stock to its Chief Executive Officer Julia Otey-Raudes for $0.026 per share valued at $260,000 as compensation for services.
On June 26, 2020, the company issued 25,000,000 shares of common stock to Bellagio IP Trust for $0.026 per share valued at $650,000 in connection with the Master Exclusive Licensing, Marketing, Distribution and Sales Agreement, dated June 16, 2020 between Bellagio IP Trust and Eco Innovation Group, Inc.
On June 26, 2020, the company issued 600,000 shares of common stock to Tabular Investments, LLC for $0.125 per share valued at $75,000 in compensation for services.
On August 14, 2020, the Company issued 4,000,000 shares of common stock to Pinnacle Consulting Services, Inc., for $0.005 per share, in exchange for a cash payment of $20,000.
On November 15, 2020, the Company agreed to issue 2,500,000 shares of common stock to Patrick Laurie for $0.066 per share as compensation for services on the Company’s Advisory Board. The Company recognized expense of $165,000 related to the shares, which were issued in January 2021.
On December 17, 2020, the Company agreed to issue 2,500,000 shares of common stock to Demitri Hopkins for $0.008 per share as compensation for services on the Company’s Advisory Board. The Company recognized expense of $200,000 related to the shares, which were issued in January 2021. The Company also agreed to compensate the Advisory board member with cash payments of $60,000 per year.
On December 16, 2020, the Company entered into a technology license agreement with Glytech LLC, a company of which Demitri Hopkins is an equity interest holder. The agreement awarded Glytech LLC 15,000,000 shares of common stock upon execution, and an additional 15,000,000 shares upon completion of a working prototype of a new technology product based on the licensed technology by March 31, 2021. Additionally, upon completion of the working prototype, the Company will pay $150,000 of cash, due within six months of the milestone completion. The Company will be a royalty of 10% to Glytech on all net sales of any device incorporating the licensed technology. The initial shares to be awarded were valued at $1,050,000 based on the fair value of the common stock at the agreement date, and were recorded as an indefinite-lived intangible asset. The shares were issued in January 2021.
| 20 |
On January 6, 2021 the Company agreed to issue 5,000,000 shares of common stock to SaraLynn Mandell for $0.067 per share as compensation for services on the Company’s Advisory Board. The Company recognized expense of $335,000 related to the shares, which were issued in February 2021. The Company also agreed to compensate the Advisory board member with cash payments of $60,000 per year.
On February 3, 2021, the Company agreed to issue 1,176,471 shares of common stock to SRAX Investor Relations, LLC for $0.08 per share as compensation for services. The Company recognized expense of $100,000 related to the shares.
On March 1, 2021, the Company entered into a Share Exchange Agreement with Marijuana Company of America, Inc., a Utah corporation quoted on OTC Markets Pink (“MCOA”) dated February 26, 2021, to acquire the number of shares of MCOA’s common stock, par value $0.001, equal in value to $650,000 based on the closing price for the trading day immediately preceding the effective date, in exchange for the number of shares of Company common stock, par value $0.001, equal in value to $650,000 based on the per-share price of $0.06 (the “Share Exchange Agreement”). For both parties, the Share Exchange Agreement contains a “true-up” provision requiring the issuance of additional common stock in the event that a decline in the market value of either parties’ common stock should cause the aggregate value of the stock acquired pursuant to the Share Exchange Agreement to fall below $650,000. The Company issued 10,833,333 shares of its Company stock pursuant to this agreement and holds 41,935,484 shares of MCOA stock. As of December 31, 2021, the Company owed an additional 82,023,810 shares to be issued to MCOA under the terms of the agreement, with the Company recognizing a $866,885 other loss during the year ended December 31, 2021. The additional shares to be issued are recorded as a share liability on the Company’s balance sheet.
On July 19, 2021, the Company issued 850,000 shares of common stock for $0.039 to settled outstanding accounts payable in the amount of $34,000.
On August 26, 2021, the Company agreed to issue 1,500,000 shares of common stock to Iconic Investor Relations, LLC for $0.039 per share as compensation for services. The Company recognized expense of $174,600 related to the shares.
On October 4, 2021, the Company agreed to issue 4,000,000 shares of common stock to StockVest for $0.023 per share as compensation for services. The Company recognized expense of $92,000 related to the shares.
During the year ended December 31, 2021, the Company issued 4,749,999 shares of common stock in exchange for cash proceeds of $50,900.
During the year ended December 31, 2021, 2,675,000 shares of common stock were cancelled by the Company and returned to treasury.
During the year ended December 31, 2021, 5,675,342 shares of common stock were issued by the Company for the conversion of $14,188 in principal and interest of a convertible note.
During the year ended December 31, 2021, the Company issued 5,871,211 shares of common stock for the cashless exercise of the Labry’s warrant.
| 21 |
Item 6. Selected Financial Data
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This discussion and analysis may include statements regarding our expectations with respect to our future performance, liquidity, and capital resources. Such statements, along with any other non-historical statements in the discussion, are forward-looking. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, factors listed in other documents we file with the Securities and Exchange Commission (the "SEC''). We do not assume an obligation to update any forward-looking statements. Our actual results may differ materially from those contained in or implied by any of the forward-looking statements contained herein.
Overview and Financial Condition
We are an innovative entrant into the green technology licensing space, and as a recently registered publicly traded company with our initial S-1 registration statement declared effective as of January 15, 2021, we are one of the few publicly-traded green technology development firms in the U.S. As of the date of this Annual Report, we have two years of implementing our business plan under new management following our change of control in late February 2020.
Our total operating and other expenses in excess of our gross profit have resulted in a net loss of $5,834,144 for the year ended December 31, 2021, which, considered in light of our past financial performance, give rise to the going concern statement below. In furthering our business, as described in Item 1 above concerning our business and operations, we are seeking to license commercially viable green technologies that fulfill concrete market demands, and develop product applications that we can sell into the market. Our technology licensing and product development activities are spearheaded by Julia Otey-Roades, our Chief Executive Officer.
We cannot assure you we will be successful in raising sufficient capital to implement our full business plan or assuming we can, that we will be able to develop a successful business. For further information please see Part 1, Item 1 “Business.”
Green Construction Division – USA and Canada
Spruce Engineering Construction, Inc. – Canada
Asset Purchase Agreement
On October 4, 2021, Eco Innovation Group, Inc. (the “Company”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Spruce Construction, Inc., an Alberta Business Corporation (“Spruce Construction”) and Timothy Boetzkes (“Boetzkes”), a resident of the Province of Alberta, Canada and the sole shareholder of Spruce Construction, pursuant to which, the Company, Boetzkes and Spruce Construction agreed to to effect an asset purchase agreement for existing construction equipment and form a new Canadian engineering and construction company in Canada.
Under the Asset Purchase Agreement, the Company agreed to pay Boetzkes one million shares of the Company’s restricted common stock for substantially all of the assets and business of Spruce Construction, consisting of vehicles, tools and equipment for the construction industry, the Spruce Construction name, and the existing book of construction business of Spruce Construction. Pursuant to the Asset Purchase Agreement, the Company, Boetzkes and Patrick Laurie, the CEO of the Company’s Canadian technology subsidiary, ECOIG Canada, have formed a new Alberta Business Corporation to own and deploy the construction assets, named Spruce Engineering Construction Inc. The Company will own 85% of the voting interests of Spruce Engineering Construction Inc., with Boetzkes owning 10% and Patrick Laurie 5%.
The closing of the Asset Purchase Agreement was subject to the satisfaction or waiver of customary conditions to closing, as disclosed in the term sheet for the project disclosed by the Company and filed as Exhibit 10.1 in the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on August 11, 2021.
| 22 |
Lock-Up Leak-Out Agreement
On October 4, 2021, in connection with the Asset Purchase Agreement, Boetzkes entered into a Lock-Up and Leak-Out Agreement with the Company pursuant to which, among other thing, such shareholder agreed to certain restrictions regarding the resale of the common stock issued pursuant to the Asset Purchase Agreement for a period of six months from the date of the Asset Purchase Agreement, as more fully detailed therein.
Shareholders Agreement
On October 4, 2021, in connection with the Asset Purchase Agreement, the Company entered into a shareholders agreement (the “Shareholders Agreement”) with Timothy Boetzkes and Patrick Laurie. Under the Shareholders Agreement, Patrick Laurie agreed to serve as the Chief Executive Officer and Timothy Boetzkes agreed to serve as the Chief Operating Officer of Spruce Engineering Construction Inc. The Shareholders Agreement provides for certain terms of governance, restrictive covenants including confidentiality and noncompetition, and transfer restrictions on the parties’ equity with regards to Spruce Engineering Construction Inc.
Employment Agreements
On October 4, 2021, in connection with the Asset Purchase Agreement, Spruce Engineering Construction Inc., of which the Company is the 85% voting equity holder, entered into employment agreements (the “Employment Agreements”) with Timothy Boetzkes and Patrick Laurie, pursuant to which Patrick Laurie shall serve as the Chief Executive Officer and Timothy Boetzkes shall serve as the Chief Operating Officer of Spruce Engineering Construction Inc. Ancillary to the Employment Agreements, Boetzkes and Laurie also entered into restricted stock award agreements governing their minority equity stakes in Spruce Engineering Construction Inc., which provide for a repurchase option allowing Spruce Engineering Construction Inc. to clawback equity in the event of the employees’ for-cause termination.
ECOX Spruce Construction, Inc. – USA
On January 4, 2022, the Company formed a subsidiary, ECOX Spruce Construction, Inc., a California corporation (“ECOX Spruce Construction”), for the purpose of starting a green construction division. Pursuant to a letter of intent (LOI) between ECOX and Edgar E. Aguilar ("Aguilar"), a resident of California and licensed California general contractor, Aguilar agreed to manage the operation of ECOX Spruce Construction’s construction business in California as its Responsible Managing Officer. Under the Company’s existing LOI with Aguilar, Blueprint Construction will own 20% of the equity interests of ECOX Spruce Construction Inc., and the Company will own 80%. ECOX Spruce Construction is in the process of securing a general contractor license in California, with the Company’s Chief Executive Officer as principal applicant. That application was approved and the Company is in the process of securing workman’s compensation insurance and bonding so that the license will become active. Once ECOX Spruce Construction is fully licensed and bonded as a California general contractor, the Company intends to seek certification as a Women’s Business Enterprise.
Going Concern
Because of recurring operating losses, net operating cash flow deficits, and an accumulated deficit, our independent auditors have indicated in their report on our December 31, 2021 financial statements that there is substantial doubt about our ability to continue as a going concern.
The continuation of our business is dependent upon our ability to generate sufficient cash flows from operations to meet its obligations, in which we have not been successful, and/or obtaining additional financing from our stockholders or other sources, as may be required. The issuance of additional equity or convertible debt securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
| 23 |
We continue to incur ongoing administrative and other expenses, including public company expenses, primarily accounting and legal fees, in excess of corresponding revenue. While we continue to implement our business strategy, we intend to finance our activities through:
| · | managing current cash and cash equivalents on hand from the Company’s past debt and equity offerings by controlling costs, and |
| · | seeking additional financing through sales of additional securities to investors. The Company sustained continued operating losses during the years ended December 31, 2021 and 2020. |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company's ability to do so. 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 classifications of liabilities that may result, should the Company be unable to continue as a going concern.
While priority is on generating cash from operations through the sale of the Company's products and services, Management is also seeking to raise additional working capital through various financing sources, including the sale of the Company's equity and/or debt securities, which may not be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to continue our business as desired and our operating results will be adversely affected. In addition, any financing arrangement may have potentially adverse effects on us and/or our stockholders. Debt financing (if available and undertaken) will increase expenses, must be repaid regardless of operating results and may involve restrictions limiting our operating flexibility. If we issue equity securities to raise additional funds, the percentage ownership of our existing stockholders will be reduced and the new equity securities may have rights, preferences or privileges senior to those of the current holders of our shares of common stock.
Results of Operations
Year Ending December 31, 2021 Compared December 31, 2020
The following table sets forth the results of our operations for the years ended December 31, 2021 and 2020.
| For the year ended December 31 | ||||||||
| 2021 | 2020 | |||||||
| Net Sales | $ | 95,880 | $ | — | ||||
| Gross profit | 43,560 | — | ||||||
| Total operating expenses | 2,785,584 | 3,839,759 | ||||||
| Net Loss from Operations | (2,742,024 | ) | (3,839,759 | ) | ||||
| Other Expenses | (3,890,122 | ) | (56,979 | ) | ||||
| Net Loss | $ | (6,632,146 | ) | $ | (3,896,738 | ) | ||
Our sales totaled $95,880 and $0 for the year ended December 31, 2021 and 2020. The revenue was related to operations of Spruce Construction since the Company acquired the business. The Company is continuing in its efforts to increase its sales but there is no guarantee that it will be able to do so.
We had $52,320 and $0 costs of goods sold for the year ended December 31, 2021 and $2020 respectively related to the sales described above.
Selling, general and administrative expenses consist primarily of payroll, professional fees, sales and marketing, research and development and other operating expenses. Selling, general and administrative expenses totaled $464,822 and $186,934 for the year ended December 31, 2021 and 2020. For the year ended December 31, 2021, we incurred $165 in development and manufacturing expenses compared to $757,075 for the year ended December 31, 2020. The decrease in the category was due to implementation of programs to development new products during the year ended December 31, 2020. For the year ended December 31, 2021, we incurred $500,000 in executive compensation and $770,597 in consulting fees compared to $260,000 and 2,635,750 for the year ended December 31, 2020, respectively. The Company also recognized an impairment loss related to intangible assets of $1,050,000 during the year ended December 31, 2021
| 24 |
The Company also recognized interest expense of $701,596, including amortization of debt discount of $361,727 and interest from derivative liability issuances of $228,706, an impairment loss of $574,167 related to its investments a derivative loss of $1,613,057 during the year ended December 31, 2021 and share payable expense of $866,885. During the year ended December 31, 2020, the Company recognized interest expense of $46,454, including amortization of debt discount of $43,783, and a derivative loss of $10,525.
As a result of the foregoing, we recorded a net loss of $6,632,146 and $3,896,738 for the years ended December 31, 2021 and 2020, respectively.
Liquidity and Capital Resources and Cash Requirements
As of December 31, 2021, the Company had cash of $28,534 ($84 as of December 31, 2020). Furthermore, the Company had a working capital deficit of $4,509,624 as of December 31, 2021.
During the year ended December 31, 2021, the Company used $477,088 of cash in operating activities due to its net loss of $6,632,436, partially offset by; amortization of debt discount of $361,727; stock-based compensation expense of $601,600, derivative loss of $1,613,057, interest expense on derivative issuance of $228,706, intangible impairment loss of $1,050,000, investment impairment loss of $574,167, share payable expense of $866,885, an increase in accounts payable and accrued expenses of $222,069, and an increase in accounts payable related party of $381,800.
During the year ended December 31, 2020, the Company used $56,086 of cash in operating activities due to its net loss of $3,896,738, partially offset by; amortization of debt discount of $43,783; stock-based compensation expense of $3,382,750, derivative loss of $10,525 and an increase in accounts payable and accrued expenses of $222,069 as well as an increase in deferred revenue of $181,525.
During the year ended December 31, 2021 and December 31, 2020, the Company did not have cash from investing activities.
During the year ended December 31, 2021, the Company had net cash provided by financing activities of $510,400, primarily from proceeds on convertible debentures of $510,400, proceeds from sale of preferred stock of $206,250 and proceeds from sale of common stock of $50,900, offset by repayments on convertible debentures of $259,250. During the year ended December 31, 2020, the Company had net cash provided by financing activities of $55,924, primarily from proceeds on convertible debentures and convertible notes with related party of $35,924 and proceeds from sale of common stock of $20,000.
Our auditors have issued a going concern opinion, meaning that there is substantial doubt we can continue as an on-going business for the next twelve months unless we obtain additional capital. Our only sources for cash at this time are investments by others in this offering, selling our products and loans from our director. We must raise cash to implement our plan and stay in business.
Limited Operating History; Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. As our business model and strategy were reinvigorated with our February 2020 change in control and new management, we are in a start-up stage of operations, and in general have generated limited revenues since our inception. We cannot guarantee that we will be successful in our business operations. Our success and performance are subject to all the normal risks inherent in the development of a new line of business, including our limited capital resources and the strength of our business partners’ business and financial positions, and the market for our green technologies.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies
The preparation of financial statements in accounting principles generally accepted 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. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
| 25 |
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements
| Page No. | |
| Report of Independent Registered Public Accounting
Firm TAAD LLP. (PCAOB ID # |
F-2 |
| Report of Independent Registered
Public Accounting Firm Boyle CPA, LLC (PCAOB # |
F-4 |
| Consolidated Balance Sheets as of December 31, 2021 and 2020 | F–5 |
| Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2021 and 2020 | F–6 |
| Consolidated Statements of Stockholders’ (Deficit) Equity for the years ended December 31, 2021 and 2020 | F–7 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020 | F–8 |
| Notes to the Consolidated Financial Statements | F–9 |
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Eco Innovation Group Inc. and Subsidiary,
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Eco Innovation Group Inc. and Subsidiary (the “Company”) as of December 31, 2021, the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the year then ended, and the related notes to consolidated financial statements (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.
Going Concern Matter
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2 to the consolidated financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| F-2 |
Convertible Notes –
Description of the Matter
As discussed in Notes 8 to the consolidated financial statements, the Company had various debt instruments which included conversion features requiring bifurcation and separate accounting. Management evaluated the required accounting, significant estimates, and judgments around the valuation for these embedded derivatives. These embedded derivatives were initially measured at fair value and have subsequently been remeasured to fair value at each reporting period and at settlement.
There is no current observable market for these types of features and, as such, the Company determined the fair value of the embedded derivatives using a Black-Scholes model to measure the fair value of the bifurcated derivative. As a result, a high degree of auditor judgment and effort was required in performing audit procedures to evaluate the conclusions reached by management, as well as the inputs to the Company’s Black-Scholes model.
How We Addressed the Matter in Our Audit
Our principal audit procedures performed to address this critical audit matter included the following:
| · | We obtained an understanding of the controls and processes surrounding the evaluation, initial measurement, and revaluation of the bifurcated derivatives. |
| · | We verified note amount, interest rate and maturity date to the supporting documentation and debt agreement, and examined terms and conditions of the note and confirmed the ending balance to the note holder. |
| · | We evaluated management’s assessment and the conclusions reached to ensure these instruments were recorded in accordance with the relevant accounting guidance. |
| · | We evaluated the fair value of the bifurcated derivatives that included testing the valuation models and assumptions utilized by management. We reviewed and tested the fair value model used, significant assumptions, and underlying data used in the model. |
| · | We considered the adequacy of the disclosures in the financial statements in relation to convertible debt. |
/s/
We have served as the Company’s auditor since 2022.
Diamond Bar,
April 26, 2022
| F-3 |
Boyle CPA, LLC
Certified Public Accountants Consultants
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and
Board of Directors of Eco Innovation Group, Inc.
We have audited the accompanying consolidated balance sheets of Eco Innovation Group, Inc. (the “Company”) as of December 31, 2020, the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt About the Company’s Ability to Continue as a Going Concern
As discussed in Note 2 to the consolidated financial statements, the Company’s net losses and accumulated deficit raise substantial doubt about its ability to continue as a going concern for one year from the issuance of these consolidated financial statements. Management’s plans are also described in Note 2. The consolidated financial statements do not include adjustments that might result from the outcome of this uncertainty.
Basis of Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to fraud or error. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/
We have served as the Company’s auditor from 2020 to 2022.
Bayville,
April 15, 2021
361 Hopedale Drive SE P (732) 822-4427
Bayville, NJ 08721 F (732) 510-0665
| F-4 |
| ECO INNOVATION GROUP, INC. |
| CONSOLIDATED BALANCE SHEETS |
| December 31, 2021 | December 31, 2020 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| Accounts Receivable | ||||||||
| Prepaid Expenses | ||||||||
| Total Current Assets | ||||||||
| Other Assets | ||||||||
| Furniture and Equipment | ||||||||
| Intangible Asset | ||||||||
| Goodwill | ||||||||
| Investment | ||||||||
| Deposits and other assets | ||||||||
| Total Other Assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders' Equity (Deficit) | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable and Accrued Expenses | ||||||||
| Accounts Payable Relate Party | ||||||||
| Convertible Notes Payable, net | ||||||||
| Notes Payable | ||||||||
| Deferred Revenue | ||||||||
| Warrant Liability | ||||||||
| Share Payable Liability | ||||||||
| Derivative liabilities | ||||||||
| Convertible Notes Payable Related party | ||||||||
| Series C Preferred stock liability, net | ||||||||
| Related Party Loans | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders' Equity (Deficit) | ||||||||
| Preferred stock, par value $, authorized shares, issued and outstanding shares Series A Preferred | ||||||||
| Common stock, par value $, authorized shares, | ||||||||
| issued and outstanding and shares at | ||||||||
| December 31, 2021 and 2020, respectively | ||||||||
| Common shares to be issued, and as of December 31, 2021 and 2020, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Other comprehensive income | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Equity (Deficit) Attributable to Eco Innovation Group stockholders | ( | ) | ||||||
| Noncontrolling interest | ||||||||
| Total stockholder's Equity (Deficit) | ( | ) | ||||||
| Total Liabilities and Stockholders' Equity (Deficit) | $ | $ | ||||||
See the accompanying notes to these consolidated financial statements
| F-5 |
ECO INNOVATION GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR YEARS ENDED DECEMBER 31, 2021 AND 2020
| For the Year Ended | ||||||||
| December 31 | December 31 | |||||||
| 2021 | 2020 | |||||||
| Revenue | $ | $ | ||||||
| Cost of Revenue | ||||||||
| Gross Profit | $ | $ | ||||||
| Operating Expenses | ||||||||
| General and Administrative | ||||||||
| Development and Manufacture Expenses | ||||||||
| Intangible asset impairment loss | ||||||||
| Executive Compensation | ||||||||
| Consulting Fee | ||||||||
| Total Operating Expense | ||||||||
| Operating Loss | ( | ) | ( | ) | ||||
| Other Income (Expenses) | ||||||||
| Derivative gain (loss) | ( | ) | ( | ) | ||||
| Warrant gain (loss) | ( | ) | ||||||
| Impairment loss - investments | ( | ) | ||||||
| Share payable expense | ( | ) | ||||||
| Interest expense | ( | ) | ( | ) | ||||
| Total Other Income (Expense) | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net income (loss) attributable to noncontrolling interest | ( | ) | ||||||
| Net loss attributable to Eco Innovation Group | $ | ( | ) | $ | ( | ) | ||
| Currency translation loss | ( | ) | ||||||
| Comprehensive Loss | $ | ( | ) | $ | ( | ) | ||
| Basic Diluted Loss per Common Shares | $ | ( | ) | $ | ( | ) | ||
| Weighted Average Common Shares Outstanding - Basic and Diluted | ||||||||
See the accompanying notes to these consolidated financial statements
| F-6 |
ECO INNOVATION GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
| Preferred Stock A | Common Stock | Common Stock to be issued | Additional Paid-in | Accumulated | Accumulated Other Comprehensive | Total Equity of Eco Innovation | Noncontrolling | Total | ||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Income | Group | interest | Equity | |||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2019 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Common Stock issued for cash | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for services | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock to be issued for license agreement | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock to issued for conversion of notes payable | — | — | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Beneficial Conversion Feature on convertible notes | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock to issued for services | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Common stock for prepaid expenses | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock to issued for license agreement | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for cash proceeds | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for investment | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for acquisition of business | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock to issued for conversion of notes payable | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for settlement of accounts payable | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for exercise of cashless warrants | — | — | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Common stock cancelled | — | ( | ) | ( | ) | — | ||||||||||||||||||||||||||||||||||||||||||
| Settlement of warrant liability | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Contributions from related party | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Forgiveness of related party loans | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Net Loss | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Other Comprehensive Loss | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||||||||||||
See the accompanying notes to these consolidated financial statements.
| F-7 |
ECO INNOVATION GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2021 AND 2020
(AUDITED)
| December 31, | ||||||||
| 2021 | 2020 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used by operating activities: | ||||||||
| Derivative (gain) loss | ||||||||
| Warrant (gain) loss | ||||||||
| Intangible asset impairment loss | ||||||||
| Investment impairment loss | ||||||||
| Amortization of debt discount | ||||||||
| Interest expense on derivative issuance | ||||||||
| Share payable expense | ||||||||
| Stock based compensation | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses | ||||||||
| Deferred Revenue | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Accounts payable related party | ||||||||
| Net cash used by operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of furniture and equipment | ||||||||
| Purchase of intangible assets | ||||||||
| Net cash provided by investing activities | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from convertible debenture | ||||||||
| Repayment of convertible debentures | ( | ) | ||||||
| Proceeds from sale of common stock | ||||||||
| Proceeds from sale of preferred C stock | ||||||||
| Repayment of notes payable | ( | ) | ||||||
| Proceeds from convertible notes payable, related party | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of foreign exchange on cash | ( | ) | ||||||
| Change in cash | ( | ) | ||||||
| Cash, beginning of year | ||||||||
| Cash, end of year | $ | $ | ||||||
| Supplemental Cash Flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Non-Cash transactions | ||||||||
| Common stock issued for investment | $ | $ | ||||||
| Common stock issued for Conversion of notes payable and accrued interest | $ | $ | ||||||
| Common stock issued for prepaid expenses | $ | $ | ||||||
| Common stock to be issued for license agreement | $ | $ | ||||||
| Common stock to be issued for business | $ | $ | ||||||
| Cashless exercise of warrants | $ | $ | ||||||
| Convertible note issued for settlement of AP | $ | $ | ||||||
| Discount issued on convertible debt | $ | $ | ||||||
| Contribution from related party | $ | $ | ||||||
| Forgiveness of related party loan | $ | $ | ||||||
See the accompanying notes to these consolidated financial statements
| F-8 |
ECO INNOVATION GROUP, INC.
Notes to the Consolidated Financial Statements
Years Ended December 31, 2021 and 2020
NOTE 1. NATURE OF OPERATIONS
Eco Innovation Group, Inc. (the “Company,”
“we,” “our,” or “Eco Innovation Group”), was incorporated in the State of
On February 28, 2020, our current CEO
and controlling Stockholder, Julia Otey-Raudes, took over management and control of the company, initiating a new business plan and winding
down the previous business. In the related change of control transaction, Ms. Otey acquired shares of super-voting Preferred
Series A stock on February 28, 2020, which represent all of the authorized and outstanding Series A Preferred Stock and a voting interest
of approximately
Under its business plan implemented in February 2020, the Company is an innovation incubator platform devoted to globally important paradigm shifts in technology, sustainable and carbon negative products development and practical deployment worldwide.
On February 20, 2020, the Company increased its authorized common shares to with a par value of $, on December 21, 2021, the Company increased its authorized common shares to with a par value of $, and on April 1, 2022, the Company increased its authorized common shares to with a par value of $.
The Company has authorized shares of Preferred Stock, of which shares have been designated as Series A Convertible Preferred Stock, with shares issued and outstanding, and 1,000,000 million shares have been designated as Series C Convertible Preferred Stock, with shares issued and outstanding. Holders of Series A Convertible Preferred Stock hold rights to vote on all matter requiring a shareholder vote at 100 common shares vote equivalent for each share of Series A Convertible Preferred Stock held. As of the date of this filing, our CEO, CFO, board chair and sole director, Julia Otey-Raudes, is the sole holder of the Series A Convertible Preferred Stock outstanding.
On October 4, 2021, Eco Innovation Group, Inc.
(the "Company") entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Spruce
Construction, Inc., an Alberta Business Corporation (“Spruce Construction”) and Timothy Boetzkes ("Boetzkes"), a
resident of the Province of Alberta, Canada and the sole shareholder of Spruce Construction, pursuant to which, the Company,
Boetzkes and Spruce Construction agreed to effect an asset purchase agreement for existing construction equipment and form a new
Canadian engineering and construction company in Canada, Spruce engineering Construction Inc. The Company will own
Under its business plan implemented in February 2020, the Company is an innovation incubator platform devoted to globally important paradigm shifts in technology, sustainable and carbon negative products development and practical deployment worldwide. The Company seeks to license and develop innovative technologies in the sustainable and renewable energy field.
Accounting policies and procedures are listed below. The Company has adopted a December 31 year-end.
| F-9 |
Accounting Basis
The Company has prepared the financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP).
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Eco Innovation Group, Inc. and the accounts of its 85% owned subsidiary, Spruce Construction, Inc. All intercompany transactions and balances have been eliminated in consolidation.
Cash and Cash Equivalents
The Company considers all highly
liquid investments with original maturities of three months or less as cash equivalents. As of December 31, 2021, and December 31, 2020,
the Company had
Accounts Receivable
Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus, trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition.
Investments, Cost Method
The Company accounts for certain investments using
the cost method of accounting when it is determined that the investment provides the Company with little or no influence over the investee.
Under the cost method of accounting, the investment is measured at cost, adjusted for observable price changes and impairments, with changes
recognized in net income. The investments are subject to qualitative assessment for indicators of impairments. During the years ended December 31, 2021, the Company recognized an
impairment of $
Basic Earnings Per Share (EPS) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS includes the potential dilution that could occur if options or other contracts to issue common stock were exercised or converted. As of December 31, 2021 all of the outstanding potentially dilutive instruments were anti-dilutive as a result of the Company’s net losses.
Business Combination
The Company applies the provisions of the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, in accounting for its acquisitions. It requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed, at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations.
| F-10 |
Goodwill Impairment
We test goodwill at least annually for impairment at the reporting unit level. We recognize an impairment charge if the carrying amount of a reporting unit exceeds its fair value. When a portion of a reporting unit is disposed, goodwill is allocated to the gain or loss on disposition based on the relative fair values of the business or businesses disposed and the portion of the reporting unit that will be retained. The Company impaired $0 and $0 of goodwill for the year ended December 31, 2021 and 2020.
Long-Lived Assets
The Company’s long-lived assets, including
intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value
of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash
flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of
the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value
and the fair value of the long-lived asset. During the years ended December 31, 2021 and 2020, the Company evaluated
long lived assets for impairment and determined impairment $
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Fair Value Measurements
Fair value is defined as 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. ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted price in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
· Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
· Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
· Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. We measure our investment in marketable securities at fair value on a recurring basis. The Company’s trading securities are valued using inputs observable in active markets and are therefore classified as Level 1 within the fair value hierarchy. Investments and derivative liabilities are valued on a recurring basis.
| F-11 |
The following summarizes the fair value of assets and liabilities measured on a recurring basis:
| December 31, 2021 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets | ||||||||||||||||
| Investments | $ | $ | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||||
| Derivative liability | ||||||||||||||||
| December 31, 2020 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets | ||||||||||||||||
| Investments | $ | $ | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||||
| Derivative liability | ||||||||||||||||
Stock- Based Compensation
Stock-based compensation is computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718. FASB ASC 718 requires all share-based payments to employees be recognized as compensation expense in the consolidated financial statements based on their fair values. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). As of December 31, 2021, and 2020, the Company has not adopted a Stock Option Plan and has not issued any options.
Property, Plant and Equipment
Fixed assets are carried at cost. Depreciation is computed using the straight-line method of depreciation over the assets’ estimated useful lives. Maintenance and repairs are charged to expense as incurred; major renewals and improvements are capitalized. When items of fixed assets are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income.
Income Taxes
The Company accounts for income taxes using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in the tax law. For deferred tax assets, management evaluates the probability of realizing the future benefits of such assets. The Company establishes valuation allowances for its deferred tax assets when evidence suggests it is unlikely that the assets will be fully realized.
The Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date and then only in an amount more likely than not to be sustained upon review by the tax authorities. Income tax positions that previously failed to meet the more likely than not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company classifies potential accrued interest and penalties related to unrecognized tax benefits within the accompanying consolidated statements of operations and comprehensive income (loss) as income tax expense.
Advertising
Advertising costs are expensed when incurred.
Revenue Recognition
Effective January 1, 2018, the Company recognizes revenue in accordance with Accounting Standards Codification 2014- 09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash f lows arising from contracts with customers. The standard will be effective f or the first interim period within annual reporting periods beginning after December 15, 2017, and the Company adopted the standard using the modified retrospective approach effective January 1, 2018.
Under the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation. The Company recognized revenue from the sale of services at the time in which the services are delivered pursuant to the contract.
The Company had $
Other Comprehensive Income (Loss)
Other comprehensive income (loss) includes foreign currency translation gains and losses. The cumulative amount of translation gains and losses are reflected as a separate component of stockholders’ equity (deficit) in the consolidated balance sheets, as accumulated other comprehensive income.
| F-12 |
NOTE 2. GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company had net losses during the years ended December 31, 2021 and 2020 and an accumulated deficit at December 31, 2021. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. Management’s plans are to obtain additional financing in the debt and equity markets while it develops its business model. The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.
NOTE 3. RECENTLY ISSUED ACCOUNTING STANDARDS
Management does not believe that any recently issued but not yet adopted accounting will have a material effect on the Company’s results of operation or on the reported amounted of its assets and liabilities upon adoption.
In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity). ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock, which results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Additionally, ASU 2020-06 affects the diluted earnings per share calculation for instruments that may be settled in cash or shares and for convertible instruments and requires enhanced disclosures about the terms of convertible instruments and contracts in an entity's own equity. ASU 2020-06 allows entities to use a modified or full retrospective transition method and is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is evaluating the impact that this ASU may have on its consolidated financial statements.
NOTE 4. PROVISION FOR INCOME TAXES
Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carry forwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its def erred income tax assets if it is not more likely than not that these deferred income tax assets will be realized.
The
Company recognizes a tax benefit from an uncertain tax position only if it is more
likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position.
The tax benefits recognized in the consolidated
financial statements from such a position are measured
based on the largest benefit that has a greater than 50%
likelihood of being realized upon ultimate settlement. As of December 31,
2021, and December
31, 2020, the Company has
The components of the Company’s net deferred tax assets at December 31 are as follows:
| December 31, | ||||||||
| 2021 | 2020 | |||||||
| Net operating loss carryforward | $ | $ | ||||||
| Unrealized investment losses | ||||||||
| Deferred tax assets | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax assets | $ | $ | ||||||
At December 31, 2021 the Company had net operating loss carry forwards of approximately $5,338,000 for federal and state purposes.
The reconciliation of the federal income tax rate and the Company’s tax provision (benefit) is as follows:
| Year Ended | ||||||||
| December 31, | ||||||||
| 2021 | 2020 | |||||||
| Provision (benefit) computed using the statutory rate | $ | ( | ) | $ | ( | ) | ||
| Nondeductible expenses | ||||||||
| Temporary differences | ) | |||||||
| Change in valuation allowance | ||||||||
| Provision income tax (benefit) | $ | $ | ||||||
| F-13 |
NOTE 5. STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred Stock
The Company has authorized shares of Preferred Stock, of which shares have been designated as Series A Convertible Preferred Stock, with shares issued and outstanding, and million shares have been designated as Series C Convertible Preferred Stock, with shares issued and outstanding. Holders of Series A Convertible Preferred Stock hold rights to vote on all matter requiring a shareholder vote at 100 common shares vote equivalent for each share of Series A Convertible Preferred Stock held. As of the date of this filing, our CEO, CFO, board chair and sole director, Julia Otey-Raudes, is the sole holder of the Series A Convertible Preferred Stock outstanding. The Series C Convertible Preferred Stock, with shares authorized and 196,912,036 issued and outstanding at December 31, 2021, has no voting rights, has a Stated Value of $1.00 per share, and with a par value of $ per share, is redeemable after issuance by the Company at various increased prices at time intervals up to the 6-month anniversary of issuance and is mandatorily fully redeemable on the 12-month anniversary of issuance. The Series C Preferred Stock is convertible by holder into our common shares, commencing on the 6-month anniversary of issuance at a 37% discount to the public market price.
On July 15, 2021, the Company designated shares of
Series C Convertible Preferred Stock. The Series C Convertible Preferred Stock ranks senior to the common stock with respect to dividends
and right of liquidation, and has no voting rights. The Series C Convertible Preferred Stock has a
During the year ended December 31, 2021, the Company entered into four
purchase agreements for Series C Convertible Preferred Stock with an accredited investor. The Company issued a total of shares
of Series C Convertible Preferred Stock in exchange for gross proceeds of $
Common Stock
The Company has shares of par value common stock authorized.
On May 18, 2020,
the company issued shares of common stock to a consultant for
$ per share valued at $
On May 26, 2020, the company issued shares
of common stock to its former Chief Executive Officer John English for the conversion of a $
On June 26, 2020, the company issued shares
of common stock to Pinnacle Consulting Services for $ per share valued at $
On June 26, 2020, the company issued shares of common
stock to its Chief Executive Officer Julia Otey-Raudes for $ per share valued at $
On June 26, 2020, the company issued
shares of common stock to Bellagio IP Trust for $ per share valued at $
On June 26, 2020, the
company issued shares of common stock to Tabular
Investments, LLC for $
per share valued at $
On August 14, 2020, the Company issued shares of common
stock to Pinnacle Consulting Services, Inc., for $ per share, in exchange for a cash payment of $
On November 15, 2020, the Company agreed to issue shares of common stock to Patrick Laurie for $ per share as compensation for services on the Company’s Advisory Board. The Company recognized expense of $ related to the shares, which were issued in January 2021.
On December 17, 2020, the Company agreed to issue shares of common stock to Demitri Hopkins for $ per share as compensation for services on the Company’s Advisory Board. The Company recognized expense of $ related to the shares, which were issued in January 2021. The Company also agreed to compensate the Advisory board member with cash payments of $ per year.
| F-14 |
On January 6, 2021 the Company agreed to issue shares
of common stock to SaraLynn Mandell for $0.067 per share as compensation for services on the Company’s Advisory Board. The Company
recognized expense of $
On February 3, 2021, the Company agreed to issue shares
of common stock to SRAX Investor Relations, LLC for $0.085 per share as compensation for services. The Company recognized expense of
$
On March 1, 2021, the Company entered into a Share
Exchange Agreement with Marijuana Company of America, Inc., a Utah corporation quoted on OTC Markets Pink (“MCOA”) dated February
26, 2021, to acquire the number of shares of MCOA’s common stock, par value $ equal in value to $650,000 based on the closing
price for the trading day immediately preceding the effective date, in exchange for the number of shares of Company common stock, par
value $0.001, equal in value to $
On July 19, 2021, the Company issued shares
of common stock for $0.039 to settled outstanding accounts payable in the amount of $
On August 26, 2021, the Company agreed to issue
shares of common stock to Iconic Investor Relations, LLC for $ per share as compensation for services. The Company recognized expense
of $
On October 4, 2021, the Company agreed to issue
shares of common stock to StockVest for $ per share as compensation for services. The Company recognized expense of $
During the year ended December 31, 2021, the Company
issued shares of common stock in exchange for cash proceeds of $
During the year ended December 31, 2021, shares of common stock were cancelled by the Company and returned to treasury.
During the year ended December 31, 2021,
shares of common stock were issued by the Company for the conversion of $
During the year ended December 31, 2021, the Company issued shares of common stock for the cashless exercise of the Labry’s warrant.
During the year ended December 31, 2021, the Company recognized a
contribution to capital of $
NOTE 6- ACQUISITION
Asset Purchase Agreement
On October 4, 2021, Eco Innovation Group, Inc. (the "Company") entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Spruce Construction, Inc., an Alberta Business Corporation (“Spruce Construction”) and Timothy Boetzkes ("Boetzkes"), a resident of the Province of Alberta, Canada and the sole shareholder of Spruce Construction, pursuant to which, the Company, Boetzkes and Spruce Construction agreed to effect an asset purchase agreement for existing construction equipment and form a new Canadian engineering and construction company in Canada. The Company entered into the Asset Purchase Agreement for the purpose of launching a green construction division in Alberta, Canada.
Under the Asset Purchase Agreement, the Company
agreed to pay Boetzkes one million shares of the Company’s restricted common stock and approximately $
The closing of the Asset Purchase Agreement was subject to the satisfaction or waiver of customary conditions to closing, as disclosed in the term sheet for the project disclosed by the Company and filed as Exhibit 10.1 in the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on August 11, 2021. The Company is accounting for the acquisition as a business combination under the guidance of ASC805.
On April 21, 2022, the Company entered into an
amendment number one to the Asset Purchase Agreement with Boetzkes and Spruce Construction, to extend the due date for business
reimbursement payments in the amount of approximately $
| F-15 |
Lock-Up Leak-Out Agreement
On October 4, 2021, in connection with the Asset Purchase Agreement, Boetzkes entered into a Lock-Up and Leak-Out Agreement with the Company pursuant to which, among other thing, such shareholder agreed to certain restrictions regarding the resale of the common stock issued pursuant to the Asset Purchase Agreement for a period of six months from the date of the Asset Purchase Agreement, as more fully detailed therein.
Shareholders Agreement
On October 4, 2021, in connection with the Asset Purchase Agreement, the Company entered into a shareholders agreement (the “Shareholders Agreement”) with Timothy Boetzkes and Patrick Laurie. Under the Shareholders Agreement, Patrick Laurie agreed to serve as the Chief Executive Officer and Timothy Boetzkes agreed to serve as the Chief Operating Officer of Spruce Engineering Construction Inc. The Shareholders Agreement provides for certain terms of governance, restrictive covenants including confidentiality and noncompetition, and transfer restrictions on the parties’ equity with regards to Spruce Engineering Construction Inc.
Employment Agreements
On October 4, 2021, in connection with the Asset Purchase Agreement, Spruce Engineering Construction Inc., of which the Company is the 85% voting equity holder, entered into employment agreements (the “Employment Agreements”) with Timothy Boetzkes and Patrick Laurie, pursuant to which Patrick Laurie shall serve as the Chief Executive Officer and Timothy Boetzkes shall serve as the Chief Operating Officer of Spruce Engineering Construction Inc. Ancillary to the Employment Agreements, Boetzkes and Laurie also entered into restricted stock award agreements governing their minority equity stakes in Spruce Engineering Construction Inc., which provide for a repurchase option allowing Spruce Engineering Construction Inc. to clawback equity in the event of the employees’ for-cause termination.
The acquisition of Spruce Construction is being accounted for as a business combination under ASC 805. The Company is continuing to gather evidence to evaluate what identifiable intangible assets were acquired, such as a customer list, and the fair value of each, and expects to finalize the fair value of the acquired assets within one year of the acquisition date.
The aggregate preliminary fair value of consideration for the Spruce Construction acquisition was as follows:
| Amount | ||||
| Notes payable issued to seller | ||||
| 1,000,000 shares of common stock | ||||
| Noncontrolling interest | ||||
| Total preliminary consideration transferred | $ | |||
During the year ended December 31, 2021, the Company has paid $0 against the note payable.
The following information summarizes the preliminary allocation of the fair values assigned to the assets acquired and liabilities assumed at the acquisition date:
| Accounts Receivable | $ | |||
| Trucks | ||||
| Goodwill | ||||
| Vehicle Note Payable | ( | ) | ||
| Net assets acquired | $ | |||
As a result of the acquisition, The Company recognized
goodwill of $
NOTE 7- RELATED PARTY TRANSACTIONS
On March 1, 2016,
the Company executed two convertible notes of $
The Company had a $ note payable to a former shareholder of the Company. During the year ending December 31, 2021, the note was forgiven in full for no consideration.
Accrued officer compensation as of
December 31, 2021 and 2020 was $
| F-16 |
NOTE 8. CONVERTIBLE NOTES
On December 9, 2019, the Company executed a convertible
note with Pinnacle Consulting Services Inc. for $
On May 12,
2020, the Company executed a convertible note with Pinnacle Consulting Services Inc.
for $
On June 30,
2020, the Company executed a convertible note with Pinnacle Consulting Services Inc.
for $
On January 20, 2021, the Company entered into a securities
purchase agreement with Geneva Roth Remark Holdings, Inc., providing for the issuance of a convertible promissory note in the principal
amount of $
On March 8, 2021, the Company entered into a securities
purchase agreement dated as of March 8, 2021 with Geneva Roth Remark Holdings, Inc., providing for the issuance of a convertible promissory
note in the principal amount of $
On March 22, 2021, the Company entered
into a convertible promissory note agreement with Claudia Villalta for the issuance of a convertible promissory note with a principal
balance of $
| F-17 |
On April 22, 2021, the Company entered into a securities
purchase agreement with Geneva Roth Remark Holdings, Inc., providing for the issuance of a convertible promissory note in the principal
amount of $
On April 23, 2021, the Company issued a 10% convertible promissory note in the principal amount of $45,000 pursuant to a securities purchase agreement of the same date to GS Capital Partners, LLC. The Company received $40,500 from the sale of the convertible promissory note after deductions of an original issue discount of $2,000 and investor’s attorney fees of $2,500. The convertible promissory note becomes due on April 23, 2022 and carries interest on the principal amount outstanding of 10% per annum. The principal amount of the note is convertible at the holder’s option into shares of the Company's common stock at a conversion price equal to 61% of the lowest trading price of the Company’s common stock for the twenty prior trading days. During the three months ended June 30, 2021, the Company repaid $35,000 of principal, and on July 21, 2021, the Company paid off the note in full, in the total amount including outstanding principal, interest, and pre-payment penalties of $17,195. Due to the variable conversion feature, the note conversion feature was bifurcated from the note and recorded as a derivative liability.
On June 4, 2021,
The Company may prepay the Labrys
Note at any time prior to the date that an Event of Default (as defined in the Labrys Note) occurs at an amount equal to 100% of the Principal
Sum then outstanding plus accrued and unpaid interest (no prepayment premium) plus $
Upon the occurrence of any Event of Default, the Labrys Note shall become immediately due and payable and the Company shall pay to Labrys, in full satisfaction of its obligations hereunder, an amount equal to the Principal Sum then outstanding plus accrued interest multiplied by 125% (the “Default Amount”). Upon the occurrence of an Event of Default, additional interest will accrue from the date of the Event of Default at the rate equal to the lower of 16% per annum or the highest rate permitted by law.
The Labrys Note requires that we reserve from our authorized and unissued common stock a number of shares equal to the greater of: (a) shares of our common stock, or (b) the sum of (i) the number of shares of common stock issuable upon conversion of or otherwise pursuant to the Labrys Note and such additional shares of common stock, if any, as are issuable on account of interest on the Note pursuant to the Labrys SPA issuable upon the full conversion of the Labrys Note (assuming no payment of the principal amount or interest) as of any issue date multiplied by (ii) one and a half. We are subject to penalties for failure to timely deliver shares to Labrys following a conversion request.
The Labrys SPA and the Labrys Note contain covenants and restrictions common with this type of debt transaction. Furthermore, we are subject to certain negative covenants under the Labrys SPA and the Labrys Note, which we believe are customary for transactions of this type. At December 31, 2021, we were in compliance with all covenants and restrictions.
In conjunction with the issuance of
the Labrys Note, the Company issued a five year warrant exercisable for
On August 23, 2021, the Company entered
into a securities purchase agreement (the “Blue Lake SPA”) with Blue Lake Partners, LLC (“Blue Lake”), pursuant
to which the Company issued a
The Company may prepay the Blue Lake
Note at any time prior to the date that an Event of Default (as defined in the Blue Lake Note) occurs at an amount equal to 100% of the
Principal Sum then outstanding plus accrued and unpaid interest (no prepayment premium) plus $
| F-18 |
Upon the occurrence of any Event of Default, the Blue Lake Note shall become immediately due and payable and the Company shall pay to Blue Lake, in full satisfaction of its obligations hereunder, an amount equal to the Principal Sum then outstanding plus accrued interest multiplied by 125% (the “Default Amount”). Upon the occurrence of an Event of Default, additional interest will accrue from the date of the Event of Default at the rate equal to the lower of 16% per annum or the highest rate permitted by law.
The Blue Lake Note requires that the Company reserve from its authorized and unissued common stock a number of shares equal to the greater of: (a) shares of our common stock, or (b) the sum of (i) the number of shares of common stock issuable upon conversion of or otherwise pursuant to the Blue Lake Note and such additional shares of common stock, if any, as are issuable on account of interest on the Note pursuant to the Blue Lake SPA issuable upon the full conversion of the Blue Lake Note (assuming no payment of the principal amount or interest) as of any issue date multiplied by (ii) one and a half. The Company is subject to penalties for failure to timely deliver shares to Blue Lake following a conversion request.
The Blue Lake SPA and the Blue Lake Note contain covenants and restrictions common with this type of debt transaction. Furthermore, the Company are subject to certain negative covenants under the Blue Lake SPA and the Blue Lake Note, which we believe are customary for transactions of this type. At December 31, 2021, we were in compliance with all covenants and restrictions.
In conjunction with the issuance of
the Blue Lake Note, the Company issued a five year warrant exercisable for
On October 19,
2021, the Company executed a convertible note with Pinnacle Consulting Services Inc.,
a related party, for $
The Company determined that the conversion options in the certain of the notes discussed above met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock. The Company bifurcated the embedded conversion option in the note once the note becomes convertible and account for it as a derivative liability.
During the year ended December 31, 2021, the
fair value of new derivative liabilities on the new issuance of debt amounted to $
Convertible notes payable are comprised of the following:
| 2021 | 2020 | |||||||
| Convertible note payable – Pinnacle Consulting Services | $ | $ | ||||||
| Convertible note payable – Claudia Magdalena Villalta | $ | $ | ||||||
| Convertible note payable – Labrys | $ | $ | ||||||
| Convertible notes payable- Blue Lake Holdings | $ | $ | ||||||
| Total | $ | $ | ||||||
| Less debt discounts | $ | ( | ) | $ | ( | ) | ||
| Net | $ | $ | ||||||
| Less current portion | $ | ( | ) | $ | ( | ) | ||
| Long term portion | $ | $ | ||||||
As of December 31, 2021, there were
As of December 31, 2021, and December 31, 2020, unamortized debt discount
was $
The Company determined that the conversion options in the certain of the notes discussed above met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock. The Company bifurcated the embedded conversion option in the note once the note becomes convertible and account for it as a derivative liability.
During the year ended December 31, 2021, the fair
value of new derivative liabilities on the new issuance of debt amounted to $
The table below presents the change in the fair value of the derivative liability:
| Fair Value as of January 1, 2020 | $ | |||
| Initial recognition of derivative added as debt discount | ||||
| Initial recognition of derivative added as day one loss | ||||
| Loss on change in fair value | ||||
| Fair Value as of December 31, 2020 | ||||
| Initial recognition of derivative added as debt discount | ||||
| Initial recognition of derivative added as day one loss | ||||
| Settlement of derivative liability as a result of payments | ( | ) | ||
| Loss on change in fair value | ||||
| Fair Value as of December 31, 2021 | $ |
| F-19 |
NOTE 9. CONVERTIBLE NOTES – RELATED PARTIES
In May 2016, a consultant was awarded the right to receive
shares of common stock. In May 2018, this right was assigned to Heritage Funding, Inc. and John English equally in exchange for $9,9038
to be paid by the Company. The promissory note was convertible into shares of common stock at a fixed price of $0.0009. In
October 2019, Heritage Funding entered into a private transaction to sell the right to of its shares to Blue Ridge
Enterprises. Also, in October 2019, Blue Ridge Enterprises and Heritage Funding converted principal into and shares
of common stock, respectively. In May 2020, Robert L. Hymers purchased half of the remaining convertible promissory note and its related
conversion rights from John English in a private transaction. In May 2020, John English converted principal of $2,451 into
shares of common stock. The remaining principal balance owed to Robert L. Hymers of $
NOTE 10. SUBSEQUENT EVENTS
Subsequent to December 31, 2021, the Company has issued a total of
shares of common stock for the conversion of $
Subsequent to December 31, 2021, the Company issued shares of
common stock for the conversion of $
Subsequent to December 31, 2021, the Company issued shares of
common stock to an accredited investor in conversion of $
Subsequent to December 31, 2021, the Company has sold a total of
shares of common stock at a fixed price of $ per share for a total of $
In the third fiscal quarter of 2018, the Company incurred a related party payable in the amount of $15,000.00 for a shareholder loan that was never memorialized in writing and pre-dated the Company’s change of control in February 2020. As of April 7, 2022, this debt was forgiven by the former related party due to the lack of documentation and the tolling of the applicable statute of limitations.
On January 4, 2022, the Company formed a subsidiary, ECOX Spruce Construction, Inc., a California corporation (“ECOX Spruce Construction”), for the purpose of starting a green construction division. Pursuant to a letter of intent (LOI) between ECOX and Edgar E. Aguilar ("Aguilar"), a resident of California and licensed California general contractor, Aguilar agreed to manage the operation of ECOX Spruce Construction’s construction business in California as its Responsible Managing Officer. Under the Company’s existing LOI with Aguilar, Blueprint Construction will own 20% of the equity interests of ECOX Spruce Construction Inc., and the Company will own 80%. ECOX Spruce Construction is in the process of securing a general contractor license in California, with the Company’s Chief Executive Officer as principal applicant. That application was approved and the Company is in the process of securing workman’s compensation insurance and bonding so that the license will become active. Once ECOX Spruce Construction is fully licensed and bonded as a California general contractor, the Company intends to seek certification as a Women’s Business Enterprise.
On January 10, 2022, the Company issued shares of common stock to an accredited investor upon partial conversion of a promissory note wholly convertible into shares of the Company’s common stock.
On January 19, 2022, the Company issued
shares of common stock to an accredited investor in partial conversion of a promissory note issued on June 4, 2021, at an applicable conversion
price of $
On January 25, 2022, the
Company, through its California subsidiary, ECOX Spruce Construction, Inc. (“ECOX Spruce Construction”), entered into a staffing
and administrative services agreement (the “Construction Services Agreement”) with Blueprint Construction, a licensed California
general contractor (“Blueprint Construction”) and Edgar E. Aguilar ("Aguilar"), a resident of California and the
principal of Blueprint Construction, pursuant to which, Blueprint Construction, Aguilar and ECOX Spruce Construction agreed that ECOX
Spruce Construction will oversee the operation of Blueprint’s construction business in California. Under the Company’s existing
LOI with Aguilar, Blueprint Construction will own 20% of the equity interests of ECOX Spruce Construction Inc., and the Company will own
80%. Under the Construction Services Agreement, the Company agreed to manage all of Blueprint Construction’s contracting business
on behalf of Blueprint Construction, for a renewable term of one year. Through ECOX Spruce Construction, the Company will provide all
necessary corporate administration, shared services, compliance needs, construction staffing placement, general business infrastructure
and support necessary for Blueprint’s performance under its general contracting and subcontracting projects as Blueprint’s
exclusive provider of such services. Blueprint’s current active projects consist of a subcontracting agreement to renovate U.S.
military base facilities, with a job value of $
On January 26, 2022, the Company issued
shares of common stock to an accredited investor upon conversion of shares of the Company’s Series C Preferred Stock, at a conversion price of $
On January 27, 2022, the Company issued
shares of common stock to an accredited investor in partial conversion of a promissory note issued on June 4, 2021, at an applicable conversion
price of $
On February 2, 2022, the Company issued
shares of common stock to an accredited investor upon conversion of shares of the Company’s Series C Preferred Stock, at
a conversion price of $
On February 8, 2022, the Company issued
shares of common stock to an accredited investor upon conversion of shares of the Company’s Series C Preferred Stock, at
a conversion price of $
| F-20 |
On February 9, 2022, the Company issued
shares of common stock to an accredited investor in partial conversion of a promissory note issued on June 4, 2021, at an applicable conversion
price of $
On February 14, 2022, the Company issued
shares of common stock to an accredited investor in partial conversion of a promissory note issued on June 4, 2021, at an applicable conversion
price of $
On February 14, 2022, the Company issued
shares of common stock to an accredited investor upon conversion of shares of the Company’s Series C Preferred Stock, at
a conversion price of $
On February 25, 2022, the Company issued
shares of common stock to an accredited investor in final conversion of a promissory note issued on June 4, 2021, at an applicable conversion
price of $
On March 14, 2022, the Company issued
shares of common stock to an accredited investor upon conversion of shares of the Company’s Series C Preferred Stock, at
a conversion price of $
On March 16, 2022, the Company issued
shares of common stock to an accredited investor upon conversion of shares of the Company’s Series C Preferred Stock, at
a conversion price of $
On March 18, 2022, the Company issued
shares of common stock to an accredited investor upon conversion of shares of the Company’s Series C Preferred Stock, at a
conversion price of $
On March 22, 2022, the
Company entered into a consulting agreement with Robert L. Hymers, III (Hymers), engaging Hymers to advise the Company with regards to
strategy, budgeting and financing, for the period from March 22, 2022 to September 30, 2022. Under the consulting agreement, the Company
is obliged to compensate Hymers with a fixed fee of common shares to be registered in a Form S-8 with the Securities and Exchange
Commission, valued at $
On March 23, 2022, the
Company made a promissory note to an accredited investor lender in the principal amount of $
On March 25, 2022, the
Company made a promissory note to an accredited investor lender in the principal amount of $
On March 30, 2022, the
Company issued shares of common stock to an accredited investor in partial conversion of a promissory note issued on August
23, 2021, at an applicable conversion price of $
On April 1, 2022, the Company
issued shares of Series C Preferred Stock to an accredited investor pursuant to a stock purchase agreement for consideration of
$
On April 1, 2022, following approval by the Company’s Board of Directors and a majority of the outstanding voting stock of the Company, the Company filed Third Amended and Restated Articles of Incorporation with the State of Nevada reflecting an increase in the Company’s authorized common stock from 1,000,000,000 shares at $0.001 par value per share to shares at $ par value per share, effective April 1, 2022.
| F-21 |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities and Exchange Commission Act of 1934 reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As required by Securities and Exchange Commission Rule 13a-15(e) and 15d-15(e), we carried out an evaluation, under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, management concluded that our disclosure controls and procedures were not operating effectively as of December 31, 2020. Our disclosure controls and procedures were not effective because of the “material weakness” described below.
(b) Management’s annual report on internal control over financial reporting.
SEC rules implementing Section 404 of the Sarbanes-Oxley Act of 2002 require our 2021 Annual Report on Form 10-K to contain management’s report regarding the effectiveness of internal control over financial reporting. As a basis for our report, we tested and evaluated the design, documentation, and operating effectiveness of our internal control.
Management is responsible for establishing and maintaining effective internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control over financial reporting consists of policies and procedures that are designed and operated to provide reasonable assurance about the reliability of the Company’s financial reporting and its process for preparing financial statements in accordance with U.S. GAAP. There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal controls can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.
Based on management’s evaluation as of December 31, 2021, our management identified the material weaknesses set forth below in our internal control over financial reporting:
The Company’s process for internally reporting material information in a systematic manner to allow for timely filing of material information is ineffective, due to its inherent limitations from being a small company, and there exist material weaknesses in internal control over financial reporting that contribute to the weaknesses in our disclosure controls and procedures. These weaknesses include:
| ● | insufficient segregation of duties and oversight of work performed in our finance and accounting function due to limited personnel; | |
| ● | lack of controls in place to ensure that all material transactions and developments impacting the financial statements are reflected; and | |
| ● | difficulty applying complex accounting principles, with reliance on outside consultants for additional accounting expertise. |
Our management concluded that in light of the material weaknesses described above, the Company did not maintain effective internal control over financial reporting as of December 31, 2021 based on the criteria set forth in Internal Control-Integrated Framework (2013) issued by the COSO.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the fourth quarter of the year ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
| 26 |
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The following individuals serve as the directors and executive officers of our company as of the date of this annual report. All directors of our company hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.
| Name | Position Held with the Company |
Age | Date First Elected or Appointed | |||
| Julia Otey-Raudes | President, Treasurer, Secretary and Director | 42 | February 12, 2020 |
Business Experience
The following is a brief account of the education and business experience during at least the past five years of our directors and executive officer, indicating their principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
Julia Otey-Raudes – President, Treasurer, Secretary and Director
Ms. Otey-Raudes is an experienced executive with business experience in a variety of industries. From October of 2010 to the present, she has been and continues to be one of the founders of Eco-Gen Energy, Inc., and served as the corporate secretary and treasurer of Eco-Gen during that period. At Eco-Gen Energy, she was part of the product development team for an innovative energy saving technology, the JouleBox™. She continues to serve as a director on the board of Eco-Gen.
From June 2008 to January 2009, prior to founding and working with Eco-Gen Energy, Ms. Otey-Raudes held positions with the Chilean Government’s Ministry of Labor and Social Welfare, where she was involved in educational outreach programs that taught entrepreneurial skills to women. From February 2009 to August of 2010, she worked as a project manager in the construction industry in Chile, managing large commercial building projects. Previously, from December of 1999 to September 2007, she worked as an executive for Wolfgang Puck’s flagship restaurant, Spago, in Beverly Hills, California, where she gained valuable executive organization and management skills. Ms. Otey-Raudes serves as the Company’s Chief Executive Officer, Chief Financial Officer, Chairperson of the Board of Directors, and is the corporation’s sole director.
Other Directorships
Other than as disclosed above, our directors and officer do not hold any other directorships in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.
Board of Directors and Director Nominees
Since our board of directors does not include a majority of independent directors, the decisions of the board regarding director nominees are made by persons who have an interest in the outcome of the determination. The Board will consider candidates for directors proposed by security holders, although no formal procedures for submitting candidates have been adopted. Unless otherwise determined, at any time not less than 90 days prior to the next annual board meeting at which the slate of director nominees is adopted, the board will accept written submissions from proposed nominees that include the name, address and telephone number of the proposed nominee; a brief statement of the nominee’s qualifications to serve as a director; and a statement as to why the security holder submitting the proposed nominee believes that the nomination would be in the best interests of our security holders. If the proposed nominee is not the same person as the security holder submitting the name of the nominee, a letter from the nominee agreeing to the submission of his or her name for consideration should be provided at the time of submission. The letter should be accompanied by a résumé supporting the nominee’s qualifications to serve on the board, as well as a list of references.
The board identifies director nominees through a combination of referrals from different people, including management, existing board members and security holders. Once a candidate has been identified, the board reviews the individual’s experience and background and may discuss the proposed nominee with the source of the recommendation. If the board believes it to be appropriate, board members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member of the slate of director nominees submitted to security holders for election to the board.
| 27 |
Some of the factors which the board considers when evaluating proposed nominees include their knowledge of and experience in business matters, finance, capital markets and mergers and acquisitions. The board may request additional information from each candidate prior to reaching a determination. The board is under no obligation to formally respond to all recommendations, although as a matter of practice, it will endeavor to do so.
Conflicts of Interest
Our directors are not obligated to commit their full time and attention to our business and, accordingly, they may encounter a conflict of interest in allocating time between our operations and those of other businesses. In the course of their other business activities, they may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which they owe a fiduciary duty. As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. They may also in the future become affiliated with entities, engaged in business activities similar to those we intend to conduct. In general, officers and directors of a corporation are required to present business opportunities to a corporation if:
| ● | the corporation could financially undertake the opportunity; |
| ● | the opportunity is within the corporation’s line of business; and |
| ● | it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation. |
We plan to adopt a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.
Significant Employees
Other than as previously described, we do not expect any other individuals to make a significant contribution to our business.
Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has, during the past ten years:
| 1. | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); | |
| 2. | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; | |
| 3. | been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; | |
| 4. | been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; | |
| 5. | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or | |
| 6. | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Audit Committee
We do not currently have an audit committee or a committee performing similar functions. Our board of directors as a whole participates in the review of financial statements and disclosure.
Family Relationships
There are no family relationships among our officers, directors, or persons nominated for such positions.
| 28 |
Compliance With Section 16(A) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file.
Based solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended December 31, 2020, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners as well as our officers, directors and greater than 10% beneficial owners of our subsidiaries were complied with.
Code of Ethics
We have adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our company’s officers including our president, chief executive officer and chief financial officer, employees, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:
| 1. | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; | |
| 2. | full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us; | |
| 3. | compliance with applicable governmental laws, rules and regulations; | |
| 4. | the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and | |
| 5. | accountability for adherence to the Code of Business Conduct and Ethics. |
Our Code of Business Conduct and Ethics requires, among other things, that all our company’s senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.
In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer, who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company’s Code of Business Conduct and Ethics by another.
Our Code of Business Conduct and Ethics is attached hereto as Exhibit 14. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Eco Innovation Group, Inc., Suite #10212 8 The Green, Dover, DE 19901 USA.
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Item 11. Executive Compensation
Executive Compensation Table
| Director and Officer | Title | Total 2021 Compensation | ||||||
| Julia Otey-Raudes (1)(2) | Chief Executive Officer, Chief Financial Officer and Chairwoman of the Board | $ | 116,700 | (1)(2) | ||||
| (1) | Ms. Otey-Raudes received $116,700 in compensation as an executive of the Company during the year ended December 31, 2021. She and the Company have agreed to an Executive Employment Agreement as of May 1, 2020, which provides for an annual salary of $300,000. |
| (2) | Ms. Otey-Raudes was granted 10,000,000 shares of common stock as of May 1, 2020 as a starting bonus compensation for her executive roles at the Company. |
Stock Option Plan
Currently, we do not have a stock option plan in the Company.
Stock Options/SAR Grants
None.
Outstanding Equity Awards at Fiscal Year End
None.
Compensation of Directors
Director Compensation Table
| Directors | Title | Monthly Compensation |
|||||
| Julia Otey-Raudes(1)(2) | Chief Executive Officer, Chief Financial Officer and Chairman | $ | 0 | ||||
| (1) | Ms. Otey-Raudes receives no monthly compensation as a director of the Company. |
| (2) | Ms. Otey-Raudes was granted 10,000,000 shares of common stock as of May 1, 2020 as compensation for her executive roles at the Company. Ms. Otey-Raudes received cash compensation of $116,700 as an executive of the Company during the year ended December 31, 2019. She and the Company have agreed to an Executive Employment Agreement as of May 1, 2020, providing for an annual salary of $300,000. |
Other than the above, we do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.
We have determined that none of our directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.
Indebtedness of Directors, Senior Officers, Executive Officers and Other Management
None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 26, 2022, for: (i) each of our executive officers; (ii) each of our directors; (iii) all of our directors and executive officers as a group; and (iv) each person known by us to be the beneficial owner of more than five percent of any class of our voting securities.
The securities "beneficially owned" by an individual are determined in accordance with the definition of "beneficial ownership" set forth in the regulations promulgated under the Exchange Act and, accordingly, may include securities owned by or for, among others, the spouse and/or minor children of an individual and any other relative who resides in the same home as such individual, as well as other securities as to which the individual has or shares voting or investment power or which each person has the right to acquire within 60 days through the exercise of options or otherwise. Beneficial ownership may be disclaimed as to certain of the securities.
The following table is based on the number of shares outstanding, totaling 388,095,683 as of April 26, 2022. The following table sets forth certain information as of April 26, 2022 by (i) all persons who are known by us to beneficially own more than 5% of our outstanding shares of common stock; and (ii) each director, director nominee, and named executive officer. The footnotes below pertain to total shares, voting rights and conversion shares, and provide other explanations.
| Name of Beneficial Owner | Common Shares Owned |
Percent of common shares |
Preferred Shares Owned |
Series A Votes(1)(5) |
Voting Shares(5) |
Voting Power(5) | ||||||||||||||||||
| Julia Otey-Raudes(1)(3) | 35,000,000 | 9.02 | % | 30,000,000 | 3,000,000,000 | 3,035,000,000 | (5) | 90 | %(5) | |||||||||||||||
| Bellagio IP Trust(2) | 25,000,000 | 6.44 | % | 25,000,000 | 0.8 | % | ||||||||||||||||||
| John English | 25,077,500 | 6.46 | % | 25,000,000 | 0.8 | % | ||||||||||||||||||
| SaraLynn Mandel(4) | 20,000,000 | 5.15 | % | 20,000,000 | 0.6 | % | ||||||||||||||||||
| 1) | Ms. Otey-Raudes is our CEO, CFO, board chairperson and sole director. She owns 35,000,000 common shares and 30,000,000 preferred shares, by which she holds voting power on a per-preferred shares basis of 100 common share vote equivalency for each preferred share she holds. |
| 2) | Bellagio IP Trust is the licensor for the Power Booster™ technology pursuant to a technology licensing agreement executed by and between the Company and Bellagio IP Trust. Licia Boaventura-Delanoe is the Trustee of the Bellagio IP Trust. | |
| 3) |
Ms. Otey-Raudes, via her ownership of 30,000,000 preferred shares, is entitled to voting power of 100 common share equivalents for each preferred share held. Including all preferred and common shares, she is entitled to 3,035,000,000 votes. There is a possible voting pool of 3,388,095,683 common share equivalent votes, thus Ms. Otey-Raudes controls 90% of any vote put forth to Stockholders.
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4) |
SaraLynn Mandel is the beneficial owner of a total of 20,000,000 common shares, which consist of 5,000,000 shares of outstanding common stock held in her name, and 15,000,000 shares of outstanding common stock held in the name of Glytech, LLC. SaraLynn Mandel, Michael Willems and Demitri Hopkins are the controlling members of Glytech, LLC.
|
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership, voting power and investment power with respect to the shares of Company preferred stock and common stock.
| (1) | Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on April 26, 2022. As of April 26, 2022, there were 388,095,683 shares of our company’s common stock issued and outstanding. |
Changes in Control
We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company.
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Item 13. Certain Relationships and Related Transactions, and Director Independence
Other than compensation arrangements for our director and executive officer, described elsewhere in this Prospectus, below we describe transactions since January 1, 2021 to which we were a party or will be a party, in which:
| • | the amounts involved exceeded or will exceed our applicable Item 404(d) of Regulation S-K threshold, which is $10,026.63; and | ||
| • | any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest. |
Director Independence
We currently act with one director, our Chief Executive Officer and controlling shareholder, Julia Otey-Raudes. Our director does not qualify as an “independent director” as defined by Nasdaq Marketplace Rule 4200(a)(15).
We do not have standing audit, compensation or nominating committees; our directors act in those capacities. We believe that our directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. To the extent that our directors are not capable of effectively performing those tasks, our directors intend to seek appropriate professional guidance. The board of directors of our company does not believe that it is necessary, given our early stage of development, to have a standing audit, compensation or nominating committees because we believe that the functions of such committees can be adequately performed by the board of directors. Additionally, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.
Item 14. Principal Accounting Fees and Services
The aggregate fees billed for the most recently completed fiscal year ended December 31, 2021 and for fiscal year ended December 31, 2020 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
| Year Ended | ||||||||
| December 31, 2021 $ | December 31, 2020 $ | |||||||
| Audit Fees | $ | 26,000 | $ | 5,000 | ||||
| Audit Related Fees | $ | — | 1,000 | |||||
| Tax Fees | — | — | ||||||
| All Other Fees | — | — | ||||||
| Total | $ | 26,000 | $ | 6,000 | ||||
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
| (a) | Financial Statements |
| 1. | Financial statements for our company are listed in the index under Item 8 of this document. | |
| 2. | All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. |
| (b) | Exhibits |
Exhibit Index
| 33 |
| 34 |
Item 16. Form 10-K Summary
None.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ECO INNOVATION GROUP, INC. | ||
| (Registrant) | ||
| Dated: April 26, 2022 | By: | /s/ Julia Otey-Raudes |
| Julia Otey-Raudes | ||
| President, Secretary, Treasurer and Director | ||
| (Principal Executive Officer) | ||
| Dated: April 26, 2022 | By: | /s/ Julia Otey-Raudes |
| Julia Otey-Raudes | ||
|
Chief Financial Officer (Principal Financial Officer and | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Dated: April 26, 2022 | By: | /s/ Julia Otey-Raudes |
| Julia Otey-Raudes | ||
| President, Secretary, Treasurer and Director | ||
| (Principal Executive Officer,) | ||
| Dated: April 26, 2022 | By: | /s/ Julia Otey-Raudes |
| Julia Otey-Raudes | ||
|
Chief Financial Officer (Principal Financial Officer and |
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