UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 2010
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________________ to ______________________
Commission file number:
333-120682
ENVIRONMENTAL CONTROL CORP.
(Exact name of registrant as specified in its charter)
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Nevada
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20-3626387
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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85 Kenmount Road
St. John’s, Newfoundland, Canada A1B 3N7
(Address of principal executive offices)
888.669.3588
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange On Which Registered
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N/A
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N/A
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Securities registered pursuant to Section 12(g) of the Act:
N/A
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
o
No
þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes
o
No
þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
þ
No
o
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 the 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.
þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
o
No
þ
The aggregate market value of Common Stock held by non-affiliates of the Registrant on June 30, 2010 was $778,510 based on a $0.0475 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
45,569,068 common shares as of March 31, 2011
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
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1
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in Canadian Dollars (CDN$) 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 Canadian dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this current report and unless otherwise indicated, the terms "we", "us", "our" and "EVCC" mean Environmental Control Corp. a Nevada corporation, unless otherwise indicated, and the term “ECC” means Environmental Control Corporation, a private Canadian company with which we have acquired all of their principal assets.
General Overview
We were incorporated under the laws of the State of Nevada on February 17, 2004 under the name “Boss Minerals, Inc.”. From our inception to March 20, 2006, we were an exploration stage company engaged in the exploration of minerals properties.
By an agreement dated March 20, 2006, we agreed to acquire the principal assets of Environmental Control Corporation (“ECC”), a Newfoundland, Canada based company involved in the development of emission control devices for small spark ignition combustion engines. Effective February 26, 2007, we completed the acquisition of the principal assets of ECC. The asset acquisition was deemed to be a reverse acquisition for accounting purposes. ECC, whose principal assets we acquired, is regarded as the predecessor entity as of February 26, 2007.
Our common stock was initially approved for quotation on the OTC Bulletin Board under the symbol “BOSM” on April 19, 2006, and our trading symbol was changed to “EVCC” in connection with our name change.
Other than as set out in this annual report, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.
Our Current Business
We are currently engaged in the development of emission control devices for small spark ignition combustion engines. Our catalytic muffler, like any other catalytic muffler, combines a muffler and a catalytic converter into one unit. However, we have used a unique approach to develop this emission control device, making it far more effective in reducing the emissions of spark ignition engines (oxides of nitrogen, carbon monoxide, and hydrocarbons) without compromising engine performance. This patented and patent-pending technology is linearly designed and can be modified to fit virtually any combustion engine.
Our plan for the next 12 months is to establish new relationships with potential clients and to translate both new and existing relationships into sales. We also intend to complete a snowmobile test program in collaboration with Vconverter Corp. and Michigan Tech University. Upon completion of this test, we intend to partner with engine manufacturers and apply for certification with various regulatory bodies worldwide. We will continue to pursue marketing activities on an international scale. We also intend to investigate new industry partnerships surrounding both EVCC’s catalytic muffler technologies as well as other complimentary technologies.
2
Our catalytic muffler technology is registered for two patents in the United States under the titles of “Combined Catalytic Muffler” and “Reverse Flow Catalytic Muffler”. We also hold two patents in Canada under the same titles and we also hold one patent in Europe under the title of “Reverse Flow Catalytic Muffler”. The filing numbers are located below:
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Territory
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Patent Filing Number
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U.S.A.
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6,622,482
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7,018,590
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Canada
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2,448,742
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2,448,648
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Europe
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02742591.7
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Numerous tests, including tests at Carnot Emission Services in Texas, U.S.A., Bombardier Inc. in Quebec, Canada and Environment Canada's Emissions Research and Measurement Division in Ontario, Canada, have proven this technology to be extremely effective in the reduction of harmful emissions.
Distribution Methods
We intend to use two different methods to sell our technology: licensing agreements and product orders. For licensing agreements, we anticipate that it will be the licensee’s responsibility to manufacture and distribute our products, whereas for product orders, we plan to outsource all large-scale production requirements and will collaboratively arrange a cost-effective distribution network with both the manufacturer and the purchaser.
Research and Development
We have incurred $18,894 in research and development expenditures over the last two fiscal years. We anticipate spending approximately $80,000 during the next 12 months on research and development activities.
Sales and Marketing
We currently target small spark-ignition engines, including personal transportation devices, off-road recreational vehicles, personal watercrafts, water pumps and in particular the lawn and garden industry. Included in the off-road recreational vehicle segement are: snowmobiles, all-terrain vehicles and dirt bikes. Included in the lawn and garden segment are: walk behind rotary mowers, rear engine riding mowers, front engine lawn tractors, riding garden tractors, walk-behind rotary tillers, snow throwers, commercial turf intermediate walk-behind rotary mowers, commercial turf riding rotary mowers, gasoline powered chainsaws, gasoline powered hand-held blowers, gasoline powered backpack blowers, gasoline powered trimmers/brushcutters and gasoline powered hedge trimmers. We are currently focused on the North American market and is targeting Original Engine Manufacturers (OEMs). The aftermarket parts segment represents a secondary market.
Government Regulation
Our activities and products to date are not subject to any governmental regulations that would have a significant impact on our business. We believe that we are in compliance with all applicable regulations that apply to our business as it is presently conducted. We will continue to have professional units produced for durability testing in accordance with US and Canadian regulations. Upon completion of these tests, we intend to partner with engine manufacturers and license them to use our technology within catalytic mufflers to suit their specific engine requirements.
Laboratory and Scientific Testing
We have performed a number of laboratory and scientific tests on our catalytic muffler in order to gain increased market acceptance by manufacturers and by governmental regulatory bodies. In October, 2002 ECC and Bombardier Inc. assessed the effectiveness of our catalytic muffler when installed on a 4 stroke 644cc 2002 Bombardier production engine. In July, 2006 ECC and the Emissions Research and Measurement Division of Environment Canada entered into a cooperative program to test and evaluate 5 catalytic mufflers, designed and built by ECC. In January, 2007 Carnot Emission Services released a preliminary report detailing the results of durability test it had conducted on a Honda four-stroke engine equipped with our catalytic muffler.
3
Competition
There are numerous domestic and foreign companies of various sizes who manufacture catalytic converters. Many of these companies have longer operating histories, greater financial, sales, marketing, technological resources and longer established client relationships than we have. However, we are unaware of any companies whose products are able to reach comparable levels of emission reduction on small spark-ignition engines. As a result, we believe that we do not face any direct competition from competitors. Nonetheless, in the future we may face competition as a result of shifts in market share due to technological innovation, changes in product emphasis and applications and new companies entering the market place who may have greater capabilities or better prospects.
Manufacturing and Engineering
Our engineering and product design is led by Glenn Knight, our Chief Scientific Officer and the inventor of our catalytic muffler technology. We intend to contract out the manufacturing of our catalytic muffler to an outside source.
Intellectual Property
As described above, our catalytic muffler technology is registered for two patents in the United States under the titles of “Combined Catalytic Muffler” and “Reverse Flow Catalytic Muffler”, two patents in Canada under the same titles, and one patent in Europe under the title of “Reverse Flow Catalytic Muffler”.
Employees
As of March 31, 2011, we had 1 full-time consultant and no employees. Depending on the scale of our growth and the development of our business we may hire additional employees in the next 12 months.
As a “smaller reporting company”, we are not required to provide the information required by this Item.
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Executive Offices
Our principal executive offices are located at 85 Kenmount Road, St. John’s, Newfoundland, Canada. In addition, we lease an office at Suite 601 – 1525 Robson Street, Vancouver, British Columbia, Canada at a cost of $1,400 per month. We do not anticipate that we will require any additional premises in the foreseeable future.
We know of no material, existing or pending legal proceedings against us, 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 or beneficial shareholder, is an adverse party or has a material interest adverse to our company.
4
Our common stock is not traded on any exchange. Our common stock is quoted on the OTC Bulletin Board under the trading symbol “EVCC”. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company's operations or business prospects. We cannot assure you that there will be a market for our common stock in the future.
OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
The following table shows the high and low bid quotations for our common stock for each fiscal quarter during our two most recently completed fiscal years. These quotations are based on inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.
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OTC Bulletin Board
(1)
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Quarter Ended
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High
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Low
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December 31, 2010
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$0.07
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$0.04
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September 30, 2010
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$0.0701
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$0.03
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June 30, 2010
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$0.06
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$0.038
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March 31, 2010
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$0.10
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$0.032
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December 31, 2009
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$0.07
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$0.04
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September 30, 2009
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$0.08
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$0.04
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June 30, 2009
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$0.10
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$0.06
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March 31, 2009
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$0.23
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$0.05
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December 31, 2008
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$0.14
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$0.04
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(1)
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Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.
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Our common shares are issued in registered form. Empire Stock Transfer Inc., 1859 Whitney Mesa Dr. , Henderson, Nevada, 89014 (Telephone: 702.818.5898; Facsimile: 702.974.1444) is the registrar and transfer agent for our common shares.
On March 31, 2011, the shareholders' list showed 26 registered shareholders and 45,569,068 common shares outstanding.
Dividend Policy
We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.
Equity Compensation Plan Information
We do not have any equity compensation plans.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
We did not sell any equity securities which were not registered under the Securities Act during the year ended December 31, 2010 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended December 31, 2010.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended December 31, 2010.
5
As a “smaller reporting company”, we are not required to provide the information required by this Item.
The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.
Our audited financial statements are stated in Canadian Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Results of Operations for our Years Ended December 31, 2010 and 2009
Our net loss and comprehensive loss for our year ended December 31, 2010, for our year ended December 31, 2009 and the changes between those periods for the respective items are summarized as follows:
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Year Ended
December 31,
2010
$
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Year Ended
December 31,
2009
$
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Change Between
Year Ended
December 31,
2010
and Year Ended
December 31,
2009
$
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||||||||||
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Revenue
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Nil
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Nil
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Nil
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Depreciation
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2,968 | 3,548 | (580 | ) | ||||||||
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Foreign exchange gain
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(15,955 | ) | (35,931 | ) | 19,976 | |||||||
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General and administrative
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192,194 | 282,413 | (90,219 | ) | ||||||||
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Research and development
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3,853 | 15,041 | (11,188 | ) | ||||||||
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Net loss for the period
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(240,072 | ) | (298,280 | ) | 58,208 | |||||||
General and Administrative
The decrease in our general and administrative expenses for our year ended December 31, 2010 was due to re-negotiated administrative contracts, a decrease in rent and a decrease in business travel. Our general and administrative expenses consist primarily of professional services, consulting services, rent and business development activities.
Research and Development
The decrease in research and development for our year ended December 31, 2010 was primarily due to a decrease in research projects and a decrease in required material for prototypes.
Foreign Exchange Gain (loss)
The increase in foreign exchange gain for our year ended December 31, 2010 was due to currency fluctuations.
6
Liquidity and Financial Condition
Working Capital
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At
December 31,
2010
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At
December 31,
2009
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|||||||
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Current assets
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$ | 73,720 | $ | 140,775 | ||||
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Current liabilities
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88,852 | 88,977 | ||||||
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Working capital
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$ | (15,132 | ) | $ | 51,798 | |||
Cash Flows
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Year Ended
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||||||||
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December 31,
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December 31
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|||||||
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2010
|
2009
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|||||||
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Cash flows from (used in) operating activities
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$ | (229,955 | ) | $ | (310,312 | ) | ||
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Cash flows provided by (used in) investing activities
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Nil
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$Nil | ||||||
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Cash flows provided by (used in) financing activities
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151,850 | $ | 302,550 | |||||
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Net increase (decrease) in cash during period
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$ | (78,105 | ) | $ | (7,762 | ) | ||
Operating Activities
Net cash used in operating activities was $229,955 for our year ended December 31, 2010 compared with cash used in operating activities of $310,312 in the same period in 2009. The decrease of $80,357 in operating activities is mainly attributable to a decrease in general and administrative costs.
Investing Activities
Net cash provided by investing activities was $Nil for our year ended December 31, 2010 compared to net cash used in investing activities of $Nil in the same period in 2009.
Financing Activities
Net cash from financing activities was $151,850 for our year ended December 31, 2010 compared to $302,550 in the same period in 2009. The decrease was mainly attributable to fewer private placements.
Contractual Obligations
As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.
7
Going Concern
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Our company incurred a net loss of $
240,072
for the year ended December 31, 2010 [2009 - $298,280] and at December 31, 2010 had a deficit accumulated of $
2,141,930
[2009 – $1,901,858]. We have not generated revenue, however we have an accumulated deficit and negative working capital of $15,132 as at December 31, 2010. Our company requires additional funds to maintain its existing operations and to acquire new business assets. These conditions raise substantial doubt about our company’s ability to continue as a going concern. Management’s plans in this regard are to raise equity and debt financing as required, but there is no certainty that such financing will be available or that it will be available at acceptable terms. The outcome of these matters cannot be predicted at this time.
These financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might result from the outcome of this uncertainty
.
At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America and are expressed in Canadian dollars. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statement.
Financial Instruments
Our company’s financial instruments consist principally of cash, accounts payable, advances from related parties and convertible debentures. Pursuant to ASC 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments the fair value of our company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. Our company believes that the recorded values of all of our company’s other financial instruments approximate their current fair values.
Assets measured at fair value on a recurring basis were presented on our company’s balance sheet as of December 31, 2010 as follows:
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Fair Value Measurements Using
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||||||||||||||||
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Quoted Prices in
Active Markets
For Identical
Instruments
(Level 1)
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Significant
Other
Observable
Inputs
(Level 2)
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Significant
Unobservable
Inputs
(Level 3)
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Balance as
of
December 30,
2010
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|||||||||||||
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Assets:
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||||||||||||||||
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Cash
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$ | 39,384 | – | – | $ | 39,384 | ||||||||||
Our company’s operations are in Canada, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to our company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, our company does not use derivative instruments to reduce its exposure to foreign currency risk.
8
Earnings (Loss) Per Share
Our company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At December 31, 2010, our company has 4,374,560 potentially dilutive securities outstanding.
Foreign Currency Translation
Effective on the closing of the Agreement on February 26, 2007 (see Note 1), our company’s functional and reporting currency changed to the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830, Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in United States dollars. Our company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
Income Taxes
Our company accounts for income taxes using the asset and liability method in accordance with ASC 740,
Income Taxes
. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. Our company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Investment Tax Credits
Our company incurs research and development expenditures that may qualify for investment tax credits recoverable from Canadian tax authorities. Investment tax credits are accounted for using the cost reduction approach. Under this approach, investment tax credits received or receivable are deducted from research and development expenditures when our company has made the qualifying expenditures, provided that there is reasonable assurance that the credits will be realized. Realization is assessed based on our company’s collection history. During the year ended December 31, 2009, our company recognized $14,880 in investment tax credits which were applied against research and development expenditures in the statement of operations. As at December 31, 2010, our company has $14,880 in investment tax credits receivable (2009 - $14,880). The investment tax credits must be examined and approved by the tax authorities and the amounts granted may differ from the amounts recorded.
Recent Accounting Pronouncements
In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06, Improving Disclosures about Fair Value Measurements, which amends the ASC Topic 820, Fair Value Measurements and Disclosures. ASU No. 2010-06 amends the ASC to require disclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also requires more detailed disclosure about the activity within Level 3 fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures concerning purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this amendment is not expected to have a material effect on our company’s financial statements.
Our company has implemented all other new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Environmental Control Corp.
(A Development Stage Company)
December 31, 2010
|
Report of Independent Registered Public Accounting Firm
|
F-1
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|
Balance Sheets
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F-2
|
|
Statements of Operations
|
F-3
|
|
Statements of Cash Flows
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F-4
|
|
Statements of Stockholders’ Deficit
|
F-5
|
|
Notes to the Financial Statements
|
F-7
|
10
Report of Independent Registered Public Accounting Firm
To the Directors and Stockholders
Environmental Control Corp.
(A Development Stage Company)
We have audited the accompanying balance sheets of Environmental Control Corp. (A Development Stage Company) as of December 31, 2010 and 2009, and the related statements of operations, cash flows and stockholders’ deficit for the years then ended and accumulated for the period from March 6, 1999 (Date of Inception) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Environmental Control Corp. (A Development Company) as of December 31, 2010 and 2009, and the results of its operations, cash flows and stockholders’ deficit for the years then ended and accumulated for the period from March 6, 1999 (Date of Inception) to December 31, 2010 in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated any revenues and has incurred operating losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ MANNING ELLIOTT LLP
CHARTERED ACCOUNTANTS
Vancouver, Canada
March 29, 2011
F-1
Environmental Control Corp.
(A Development Stage Company)
Balance Sheets
(Expressed in Canadian Dollars)
|
December 31,
2010
$
|
December 31,
2009
$
|
|||||||
|
ASSETS
|
||||||||
|
Current Assets
|
||||||||
|
Cash
|
39,384 | 117,489 | ||||||
|
Amounts receivable
|
19,456 | 8,406 | ||||||
|
Investment tax credit receivable (Note 2(m))
|
14,880 | 14,880 | ||||||
|
Total Current Assets
|
73,720 | 140,775 | ||||||
|
Property and equipment (Note 3)
|
8,406 | 11,374 | ||||||
|
Total Assets
|
82,126 | 152,149 | ||||||
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
|
Current Liabilities
|
||||||||
|
Accounts payable
|
24,084 | 48,584 | ||||||
|
Accrued liabilities
|
3,797 | 1,702 | ||||||
|
Accrued convertible interest payable to related parties (Note 5)
|
34,065 | 11,785 | ||||||
|
Advances from related parties (Note 6(a))
|
26,906 | 26,906 | ||||||
|
Total Current Liabilities
|
88,852 | 88,977 | ||||||
|
Accrued convertible interest payable (Note 7)
|
8,065 | – | ||||||
|
Convertible debenture (Note 7)
|
28,954 | – | ||||||
|
Convertible debentures issued to related parties (Note 5)
|
332,403 | 250,951 | ||||||
|
Advances from related parties (Note 6(b))
|
24,865 | 26,275 | ||||||
|
Total Liabilities
|
483,139 | 366,203 | ||||||
|
Contingencies and Commitments (Notes 1 and 10)
|
||||||||
|
Stockholders’ Deficit
|
||||||||
|
Common stock, 75,000,000 shares authorized, US$0.001 par value;
45,569,068 shares issued and outstanding (2009 – 45,869,068 shares)
|
52,810 | 53,158 | ||||||
|
Additional paid-in capital
|
1,685,787 | 1,632,019 | ||||||
|
Common stock to be issued (Note 10(c))
|
2,320 | 2,627 | ||||||
|
Deficit accumulated during the development stage
|
(2,141,930 | ) | (1,901,858 | ) | ||||
|
Total Stockholders’ Deficit
|
(401,013 | ) | (214,054 | ) | ||||
|
Total Liabilities and Stockholders’ Deficit
|
82,126 | 152,149 | ||||||
(The accompanying notes are an integral part of these financial statements)
F-2
Environmental Control Corp.
(A Development Stage Company)
Statements of Operations
(Expressed in Canadian Dollars)
|
Accumulated
from
|
||||||||||||
|
March 6, 1999
|
|
|
||||||||||
|
(Date of
Inception)
|
For the Year
Ended
|
For the Year
Ended
|
||||||||||
|
to December 31,
|
December 31,
|
December 31,
|
||||||||||
|
2010
|
2010
|
2009
|
||||||||||
|
$
|
$
|
$
|
||||||||||
|
Revenue
|
– | – | – | |||||||||
|
Expenses
|
||||||||||||
|
Depreciation
|
17,961 | 2,968 | 3,548 | |||||||||
|
Foreign exchange gain
|
(34,380 | ) | (15,955 | ) | (35,931 | ) | ||||||
|
General and administrative (Note 4)
|
1,622,730 | 192,194 | 282,413 | |||||||||
|
Research and development
|
79,816 | 3,853 | 15,041 | |||||||||
|
Total Operating Expenses
|
1,686,127 | 183,060 | 265,071 | |||||||||
|
Loss From Operations
|
(1,686,127 | ) | (183,060 | ) | (265,071 | ) | ||||||
|
Other Expenses
|
||||||||||||
|
Accretion of discounts on convertible debentures
|
(366,006 | ) | (24,824 | ) | (23,262 | ) | ||||||
|
Interest expense
|
(89,797 | ) | (32,188 | ) | (9,947 | ) | ||||||
|
Total Other Expenses
|
(455,803 | ) | (57,012 | ) | (33,209 | ) | ||||||
|
Net Loss for the Period
|
(2,141,930 | ) | (240,072 | ) | (298,280 | ) | ||||||
|
Net Loss Per Share – Basic and Diluted
|
(0.01 | ) | (0.01 | ) | ||||||||
|
Weighted Average Shares Outstanding
|
45,594,000 | 45,228,000 | ||||||||||
(The accompanying notes are an integral part of these financial statements)
F-3
Environmental Control Corp.
(A Development Stage Company)
Statements of Cash Flows
(Expressed in Canadian Dollars)
|
Accumulated from
|
||||||||||||
|
March 6, 1999
|
||||||||||||
|
(Date of
Inception)
|
For the Year
Ended
|
For the Year
Ended
|
||||||||||
|
to December 31,
|
December 31,
|
December 31,
|
||||||||||
|
2010
|
2010
|
2009
|
||||||||||
|
$
|
$
|
$
|
||||||||||
|
Operating Activities
|
||||||||||||
|
Net loss for the period
|
(2,141,930 | ) | (240,072 | ) | (298,280 | ) | ||||||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
|
Accretion of discounts on convertible debentures
|
366,006 | 24,824 | 23,262 | |||||||||
|
Depreciation
|
17,961 | 2,968 | 3,548 | |||||||||
|
Stock-based compensation
|
239,058 | 2,320 | 12,480 | |||||||||
|
Foreign exchange gain
|
(45,283 | ) | (19,492 | ) | (36,654 | ) | ||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Amounts receivable
|
(18,636 | ) | (11,050 | ) | (8,406 | ) | ||||||
|
Investment tax credit receivable
|
(14,880 | ) | – | (14,880 | ) | |||||||
|
Prepaid expenses
|
1,125 | – | 1,125 | |||||||||
|
Accounts payable and accrued liabilities
|
(40,595 | ) | (21,641 | ) | (2,454 | ) | ||||||
|
Accrued convertible interest payable
|
88,824 | 32,188 | 9,947 | |||||||||
|
Net Cash Used In Operating Activities
|
(1,548,350 | ) | (229,955 | ) | (310,312 | ) | ||||||
|
Investing Activities
|
||||||||||||
|
Purchase of equipment
|
(13,617 | ) | – | – | ||||||||
|
Net cash acquired on business acquisition
|
178,365 | – | – | |||||||||
|
Net Cash Provided by Investing Activities
|
164,748 | – | – | |||||||||
|
Financing Activities
|
||||||||||||
|
Proceeds from convertible debt
|
550,471 | 151,850 | 302,550 | |||||||||
|
Proceeds from issuance of shares
|
505,953 | – | – | |||||||||
|
Proceeds from related parties
|
366,562 | – | – | |||||||||
|
Net Cash Provided by Financing Activities
|
1,422,986 | 151,850 | 302,550 | |||||||||
|
Increase (decrease) in Cash
|
39,384 | (78,105 | ) | (7,762 | ) | |||||||
|
Cash - Beginning of Period
|
– | 117,489 | 125,251 | |||||||||
|
Cash - End of Period
|
39,384 | 39,384 | 117,489 | |||||||||
|
Non-Cash Investing and Financing Activities
|
||||||||||||
|
Common shares issued upon conversion of debt
|
360,914 | – | – | |||||||||
|
Supplemental Disclosures
|
||||||||||||
|
Interest paid
|
– | – | – | |||||||||
|
Income taxes paid
|
– | – | – | |||||||||
(The accompanying notes are an integral part of these financial statements)
F-4
Environmental Control Corp.
(A Development Stage Company)
Statements of Stockholders’ Deficit
From March 6, 1999 (Date of Inception) to December 31, 2010
(Expressed in Canadian Dollars)
|
Deficit
|
||||||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||||||
|
Additional
|
Common
|
During the
|
||||||||||||||||||||||
|
Common
|
Paid-in
|
Stock
|
Development
|
|||||||||||||||||||||
|
Stock
|
Amount
|
Capital
|
To Be Issued
|
Stage
|
Total
|
|||||||||||||||||||
|
#
|
$
|
$
|
$
|
$
|
$
|
|||||||||||||||||||
|
Net loss for the period from March 6, 1999 to December 31, 1999
|
– | – | – | – | (24,621 | ) | (24,621 | ) | ||||||||||||||||
|
Balance – December 31, 1999 (unaudited)
|
– | – | – | – | (24,621 | ) | (24,621 | ) | ||||||||||||||||
|
Net loss for the year
|
– | – | – | – | (22,836 | ) | (22,836 | ) | ||||||||||||||||
|
Balance – December 31, 2000 (unaudited)
|
– | – | – | – | (47,457 | ) | (47,457 | ) | ||||||||||||||||
|
Net loss for the year
|
– | – | – | – | (56,302 | ) | (56,302 | ) | ||||||||||||||||
|
Balance – December 31, 2001 (unaudited)
|
– | – | – | – | (103,759 | ) | (103,759 | ) | ||||||||||||||||
|
Net loss for the year
|
– | – | – | – | (20,257 | ) | (20,257 | ) | ||||||||||||||||
|
Balance – December 31, 2002 (unaudited)
|
– | – | – | – | (124,016 | ) | (124,016 | ) | ||||||||||||||||
|
Net loss for the year
|
– | – | – | – | (14,264 | ) | (14,264 | ) | ||||||||||||||||
|
Balance – December 31, 2003 (unaudited)
|
– | – | – | – | (138,280 | ) | (138,280 | ) | ||||||||||||||||
|
Net loss for the year
|
– | – | – | – | (52,369 | ) | (52,369 | ) | ||||||||||||||||
|
Balance – December 31, 2004 (unaudited)
|
– | – | – | – | (190,649 | ) | (190,649 | ) | ||||||||||||||||
|
Net loss for the year
|
– | – | – | – | (16,194 | ) | (16,194 | ) | ||||||||||||||||
|
Balance – December 31, 2005 (unaudited)
|
– | – | – | – | (206,843 | ) | (206,843 | ) | ||||||||||||||||
|
Net loss for the year
|
– | – | – | – | (105,758 | ) | (105,758 | ) | ||||||||||||||||
|
Balance – December 31, 2006
|
– | – | – | – | (312,601 | ) | (312,601 | ) | ||||||||||||||||
|
February 26, 2007 – Recapitalization Transactions
|
||||||||||||||||||||||||
|
Shares of Environmental Control Corp.
|
41,000,000 | 47,572 | (81,656 | ) | 34,084 | – | – | |||||||||||||||||
|
Return and cancellation of shares
|
(25,000,000 | ) | (29,000 | ) | 29,000 | – | – | – | ||||||||||||||||
|
Shares issued to shareholders of Environmental Control Corp. (private company)
to effect the reverse merger
|
22,500,000 | 26,107 | (26,107 | ) | – | – | – | |||||||||||||||||
|
Net assets acquired in reverse merger
|
– | – | 117,283 | – | – | 117,283 | ||||||||||||||||||
|
Shares issued for services – pre-recapitalization
|
62,500 | 73 | 34,011 | (34,084 | ) | – | – | |||||||||||||||||
|
Intrinsic value of beneficial conversion feature of convertible debentures
|
– | – | 317,379 | – | – | 317,379 | ||||||||||||||||||
|
Fair value of share purchase warrants issued
|
– | – | 147,734 | – | – | 147,734 | ||||||||||||||||||
|
Shares issued pursuant to the exercise of share purchase warrants
|
450,000 | 450 | 240,503 | – | – | 240,953 | ||||||||||||||||||
|
Common stock subscribed
|
– | – | – | 32,684 | – | 32,684 | ||||||||||||||||||
|
Net loss for the year
|
– | – | – | – | (660,528 | ) | (660,528 | ) | ||||||||||||||||
|
Balance – December 31, 2007
|
39,012,500 | 45,202 | 778,147 | 32,684 | (973,129 | ) | (117,096 | ) | ||||||||||||||||
(The accompanying notes are an integral part of these financial statements)
F-5
Environmental Control Corp.
(A Development Stage Company)
Statements of Stockholders’ Deficit
From March 6, 1999 (Date of Inception) to December 31, 2010
(Expressed in Canadian Dollars)
|
Accumulated
|
||||||||||||||||||||||||
|
Additional
|
Common
|
During the
|
||||||||||||||||||||||
|
Common
|
Paid-in
|
Stock
|
Development
|
|||||||||||||||||||||
|
Stock
|
Amount
|
Capital
|
To Be Issued
|
Stage
|
Total
|
|||||||||||||||||||
|
#
|
$
|
$
|
$
|
$
|
$
|
|||||||||||||||||||
|
Balance – December 31, 2007
|
39,012,500 | 45,202 | 778,147 | 32,684 | (973,129 | ) | (117,096 | ) | ||||||||||||||||
|
Shares issued for cash
|
970,585 | 1,126 | 163,874 | – | – | 165,000 | ||||||||||||||||||
|
Issuance of shares on conversion of convertible debt
|
3,609,137 | 4,188 | 356,726 | – | – | 360,914 | ||||||||||||||||||
|
Shares issued for services
|
75,000 | 87 | 3,287 | – | – | 3,374 | ||||||||||||||||||
|
Shares issued for services
|
62,500 | 73 | 32,611 | (32,684 | ) | – | – | |||||||||||||||||
|
Shares issuable for services
|
– | – | – | 7,673 | – | 7,673 | ||||||||||||||||||
|
Common stock subscribed
|
– | – | – | 100,000 | – | 100,000 | ||||||||||||||||||
|
Intrinsic value of beneficial conversion feature
|
– | – | 6,523 | – | – | 6,523 | ||||||||||||||||||
|
Intrinsic value of beneficial conversion feature
|
– | – | 16,889 | – | – | 16,889 | ||||||||||||||||||
|
Warrants issued for services
|
– | – | 33,918 | – | – | 33,918 | ||||||||||||||||||
|
Net loss for the year
|
– | – | – | – | (630,449 | ) | (630,449 | ) | ||||||||||||||||
|
Balance – December 31, 2008
|
43,729,722 | 50,676 | 1,391,975 | 107,673 | (1,603,578 | ) | (53,254 | ) | ||||||||||||||||
|
Shares issued for cash
|
1,639,346 | 1,902 | 98,098 | (100,000 | ) | – | – | |||||||||||||||||
|
Intrinsic value of beneficial conversion feature
|
– | – | 125,000 | – | – | 125,000 | ||||||||||||||||||
|
Shares issuable for services
|
– | – | – | 2,627 | – | 2,627 | ||||||||||||||||||
|
Warrants issued for services
|
– | – | 7,823 | – | – | 7,823 | ||||||||||||||||||
|
Shares issued for services
|
125,000 | 145 | 9,558 | (7,673 | ) | – | 2,030 | |||||||||||||||||
|
Shares issued in error
|
375,000 | 435 | (435 | ) | – | – | – | |||||||||||||||||
|
Net loss for the year
|
– | – | – | – | (298,280 | ) | (298,280 | ) | ||||||||||||||||
|
Balance – December 31, 2009
|
45,869,068 | 53,158 | 1,632,019 | 2,627 | (1,901,858 | ) | (214,054 | ) | ||||||||||||||||
|
Shares issued for services
|
– | – | – | 2,320 | – | 2,320 | ||||||||||||||||||
|
Cancellation of shares issued in error
|
(375,000 | ) | (435 | ) | 435 | – | – | – | ||||||||||||||||
|
Shares issued for services
|
75,000 | 87 | 2,540 | (2,627 | ) | – | – | |||||||||||||||||
|
Intrinsic value of beneficial conversion feature
|
– | – | 50,793 | – | – | 50,793 | ||||||||||||||||||
|
Net loss for the year
|
– | – | – | – | (240,072 | ) | (240,072 | ) | ||||||||||||||||
|
Balance – December 31, 2010
|
45,569,068 | 52,810 | 1,685,787 | 2,320 | (2,141,930 | ) | (401,013 | ) | ||||||||||||||||
(The accompanying notes are an integral part of these financial statements)
F-6
Environmental Control Corp.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in Canadian Dollars)
1.
Nature of Business and Continuance of Operations
Environmental Control Corp. (the “Company”) was incorporated in the State of Nevada on February 17, 2004 under the name Boss Minerals, Inc. and, effective April 13, 2006, changed its name to Environmental Control Corp. Boss Minerals, Inc.’s initial operations included the acquisition and exploration of mineral resources.
On March 20, 2006, management changed its primary business focus to that of development of emission control devices for small spark ignition combustion engines. On March 20, 2006, the Company entered into an Asset Acquisition Agreement (the “Agreement”) to acquire the principal assets of Environmental Control Corp. (“ECC”), a private Canadian based company. The Company is in the development stage as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. On February 26, 2007, the acquisition of the business of ECC was completed through the issuance of 22,500,000 shares of common stock. Prior to the acquisition of ECC, the Company was a non-operating shell company. The acquisition was a capital transaction in substance and therefore has been accounted for as a recapitalization, which is outside the scope of ASC 805, Business Combinations. Under recapitalization accounting, ECC was considered the acquirer for accounting and financial reporting purposes, and acquired the assets and assumed the liabilities of the Company. Assets acquired and liabilities assumed were reported at their historical amounts. These financial statements include the accounts of the Company since the effective date of the recapitalization (February 26, 2007) and the historical accounts of the business of ECC since inception on March 6, 1999.
These financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at December 31, 2010, the Company has a working capital deficiency of $15,132 and has incurred losses totalling $2,141,930 since inception, and has not yet generated any revenue from operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Management estimates expenditures of approximately $80,000 for research and development activities, and approximately $190,000 for other operational costs over the next twelve months. The Company had $39,384 in cash on hand at December 31, 2010. The Company currently has no revenues and must rely on debt financing and the sale of equity securities to fund operations. The Company does not have any arrangements in place for any future equity or debt financings, and there is no assurance that the Company will be able to obtain the necessary financings to complete its objectives.
2.
Summary of Significant Accounting Policies
a)
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in Canadian dollars. The Company’s fiscal year end is December 31.
F-7
Environmental Control Corp.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in Canadian Dollars)
2.
Summary of Significant Accounting Policies (continued)
b) Use of Estimates
The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of receivables and investment tax credit receivable, deferred income tax asset valuation allowances, stock-based compensation and financial instrument valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
d)
Financial Instruments
The Company’s financial instruments consist principally of cash, accounts payable, advances from related parties and convertible debentures. Pursuant to ASC 820,
Fair Value Measurements and Disclosures,
and ASC 825,
Financial Instruments
the fair value of the Company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the Company’s other financial instruments approximate their current fair values.
Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of December 31, 2010 as follows:
|
Fair Value Measurements Using
|
||||||||||||||||
|
Quoted Prices in
Active Markets
For Identical
Instruments
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Balance as of
December 30,
2010
|
|||||||||||||
|
Assets:
|
||||||||||||||||
|
Cash
|
$ | 39,384 | – | – | $ | 39,384 | ||||||||||
The Company’s operations are in Canada, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.
e)
Earnings (Loss) Per Share
The Company computes net income (loss) per share in accordance with ASC 260,
Earnings per Share
. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At December 31, 2010, the Company has 4,374,560 potentially dilutive securities outstanding.
F-8
Environmental Control Corp.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in Canadian Dollars)
2.
Summary of Significant Accounting Policies (continued)
f)
Comprehensive Loss
ASC 220,
Comprehensive Income
, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2010 and 2009, the Company has no items that represent other comprehensive loss and, therefore, has not included a schedule of other comprehensive loss in the financial statements.
g)
Foreign Currency Translation
Effective on the closing of the Agreement on February 26, 2007 (see Note 1), the Company’s functional and reporting currency changed to the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830,
Foreign Currency Translation
Matters
, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in United States dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
h)
Stock-based Compensation
In accordance with ASC 718,
Compensation – Stock Based Compensation
and ASC 505-50,
Equity Based Payments to Non-Employees,
the Company accounts for share-based payments using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
i)
Property and Equipment
Property and equipment consists of office furniture, equipment, and computer equipment which are recorded at cost. Office furniture is amortized on a declining-balance basis at 20% per annum, equipment is amortized on a declining-balance basis at 30% per annum, and computer equipment is amortized on a declining-balance basis at 30% per annum.
j)
Long-lived Assets
In accordance with ASC 360,
Property Plant and Equipment
, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
k)
Research and Development Costs
In accordance with ASC 730,
Research and Development,
research costs are expensed in the period in which they are incurred. Development costs are also expensed unless they meet the criteria for deferral. When development costs meet the criteria for deferral, the development costs are deferred to the extent their recoverability can be reasonably assured. Deferred development costs represent the cost of developing specific products and are amortized on a straight line basis over the expected commercial life of the product.
F-9
Environmental Control Corp.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in Canadian Dollars)
2.
Summary of Significant Accounting Policies (continued)
l)
Income Taxes
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740,
Income Taxes
. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
m)
Investment Tax Credits
The Company incurs research and development expenditures that may qualify for investment tax credits recoverable from Canadian tax authorities. Investment tax credits are accounted for using the cost reduction approach. Under this approach, investment tax credits received or receivable are deducted from research and development expenditures when the Company has made the qualifying expenditures, provided that there is reasonable assurance that the credits will be realized. Realization is assessed based on the Company’s collection history. During the year ended December 31, 2009, the Company recognized $14,880 in investment tax credits which were applied against research and development expenditures in the statement of operations. As at December 31, 2010, the Company has $14,880 in investment tax credits receivable (2009 - $14,880). The investment tax credits must be examined and approved by the tax authorities and the amounts granted may differ from the amounts recorded.
n)
Recent Accounting Pronouncements
In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06, Improving Disclosures about Fair Value Measurements, which amends the ASC Topic 820, Fair Value Measurements and Disclosures. ASU No. 2010-06 amends the ASC to require disclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also requires more detailed disclosure about the activity within Level 3 fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures concerning purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this amendment is not expected to have a material effect on the Company’s financial statements.
The Company has implemented all other new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
3.
Property and Equipment
|
December 31,
2010
|
December 31,
2009
|
|||||||||||||||
|
Cost
|
Accumulated
Amortization
|
Net Carrying
Value
|
Net Carrying
Value
|
|||||||||||||
|
$
|
$
|
$
|
$
|
|||||||||||||
|
Equipment
|
13,617 | 9,465 | 4,152 | 5,931 | ||||||||||||
|
Computer equipment
|
3,283 | 2,582 | 701 | 1,001 | ||||||||||||
|
Office furniture
|
9,467 | 5,914 | 3,553 | 4,442 | ||||||||||||
| 26,367 | 17,961 | 8,406 | 11,374 | |||||||||||||
4.
Related Party Transaction
During the year ended December 31, 2010, the Company recognized $20,400 (2009 – $24,000) for rent due to a company controlled by a director of the Company which has been recorded in general and administrative expense in the statement of operations. The transaction was in the normal course of operations and was recorded at the exchange amount, which is the amount agreed upon by the related party.
F-10
Environmental Control Corp.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in Canadian Dollars)
5.
Convertible Debentures Issued to Related Parties
|
a)
|
On July 30, 2008, the Company entered into a convertible debenture agreement with a company controlled by the President of the Company. The Company received US$36,376 ($36,960) which bears interest at 10% per annum and is due five years from the advancement date. No interest shall be payable for the first year from the advancement date but shall accrue from the advancement date and all accrued interest shall be payable annually, on the subsequent anniversaries of the advancement date. Proceeds of the loan are to be used to acquire certain patents and intellectual property rights and the loan amount is secured against such intellectual property. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of US$0.17 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of US$6,419 ($6,523) as additional paid-in capital and reduced the carrying value of the convertible debenture to US$29,957 ($30,437). The carrying value is being accreted over the term of the convertible debenture up to its face value of US$36,376. As at December 31, 2010, the carrying values of the convertible debenture and accrued convertible interest payable thereon were $32,519 and $8,762, respectively, after translation into Canadian dollars. The Company can repay any portion of the loan and accrued interest at any time without penalty.
|
|
b)
|
On October 16, 2008, the Company entered into a convertible debenture agreement with the President of the Company. The Company received US$50,000 ($59,110) which bears interest at 10% per annum and is due five years from the advancement date. No interest shall be payable for the first year from the advancement date but shall accrue from the advancement date and all accrued interest shall be payable annually, on the subsequent anniversaries of the advancement date. Proceeds of the loan are to be used to repay an outstanding loan and to further business development and research and development activities. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of US$0.07 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of US$14,286 ($16,889) as additional paid-in capital and reduced the carrying value of the convertible debenture to US$35,714 ($42,221). The carrying value is being accreted over the term of the convertible debenture up to its face value of US$50,000. As at December 31, 2010, the carrying values of the convertible debenture and accrued convertible interest thereon were $40,691 and $10,981, respectively, after translation into Canadian dollars. The Company can repay any portion of the loan and accrued interest at any time without penalty.
|
|
c)
|
On April 9, 2009, the Company entered into a convertible loan agreement with a company controlled by directors of the Company. The Company received US$202,920 ($250,000) which bears interest at 10% per annum and is due five years from the advancement date. No interest shall accrue for the first year from the advancement date but shall begin to accrue on the second anniversary of the advancement date and all accrued interest shall be payable annually, on the subsequent anniversaries of the advancement date. Proceeds from the loan are to be used to further advance current business development and marketing initiatives, and to complete testing. The loan amount is secured against intellectual property rights owned by the Company. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of US$0.06 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of US$101,460 ($125,000) as additional paid-in capital and reduced the carrying value of the convertible debenture to US$101,460 ($125,000). The carrying value is being accreted over the term of the convertible debenture up to its face value of US$202,920. As at December 31, 2010, the carrying value of the convertible debenture and accrued convertible interest thereon were $135,331 and $14,321, respectively, after translation into Canadian dollars. The Company can repay any portion of the loan and accrued interest at any time without penalty.
|
|
d)
|
On December 31, 2009, the Company entered into a convertible loan agreement with a company controlled by the President of the Company. The Company received US$50,000 ($52,550) which bears interest at 10% per annum and is due five years from the advancement date. Interest shall accrue from the advancement date and shall be payable on the fifth anniversary of the advancement date. The loan is secured by a patent held by the Company. Proceeds of the loan are to be used to continue with current business development activities. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of US$0.05 per share. As at December 31, 2010, the carrying values of the convertible debenture and accrued convertible interest thereon were $49,730 and $4,973, respectively, after translation into Canadian dollars. The Company can repay any portion of the loan and accrued interest at any time without penalty.
|
F-11
Environmental Control Corp.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in Canadian Dollars)
5.
Convertible Debentures Issued to Related Parties (continued)
|
e)
|
On July 15, 2010, the Company entered into a convertible debenture agreement with a company controlled by the President of the Company. The Company received $50,000 which is due five years from the advancement date. The loan shall be interest free for the first year, after which it shall bear interest at a rate of 10% per annum. The accrued interest shall be payable annually on the anniversaries of the advancement date, commencing on the second anniversary. The loan is secured by a patent held by the Company. Proceeds of the loan are to be used to continue with current business development activities. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.035 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $7,143 as additional paid-in capital and reduced the carrying value of the convertible debenture to $42,857. The carrying value will be accreted over the term of the convertible debenture up to its face value of $50,000. As at December 31, 2010, the carrying value of the convertible debenture was $45,064. The Company can repay any portion of the loan and accrued interest at any time without penalty.
|
|
f)
|
On November 30, 2010, the Company entered into a convertible debenture agreement with a company controlled by the President of the Company. The Company received $50,000 which is due five years from the advancement date. The loan shall be interest free for the first year, after which it shall bear interest at a rate of 10% per annum. The accrued interest shall be payable annually on the anniversaries of the advancement date, commencing on the second anniversary. The loan is secured by a patent held by the Company. Proceeds of the loan are to be used to continue with current business development activities. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.035 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $21,429 as additional paid-in capital and reduced the carrying value of the convertible debenture to $28,571. The carrying value is being accreted over the term of the convertible debenture up to its face value of $50,000. As at December 31, 2010, the carrying value of the convertible debenture was $29,068. The Company can repay any portion of the loan and accrued interest at any time without penalty.
|
6.
Advances From Related Parties
|
a)
|
On December 9, 2008, the Company received $25,000 from a company controlled by the President of the Company. The amount owing is unsecured, non-interest bearing, and has no specified repayment terms. As at December 31, 2010, the Company owed this company $1,906 (2009 - $1,906) for payment of expenses on behalf of the Company.
|
|
b)
|
On September 5, 2008, the Company entered into a loan agreement with a company controlled by the President of the Company. The Company received US$25,000 ($26,388) which is non-interest bearing and is due five years from the advancement date. As at December 31, 2010, the loan payable was $24,865 (2009 - $26,275) after translation into Canadian dollars.
|
7.
Convertible Debenture
On May 18, 2010, the Company entered into a convertible loan agreement. The Company received US$50,000 ($51,850) which bears interest at 10% per annum and is due five years from the advancement date. Interest shall accrue from the advancement date and shall be payable on the fifth anniversary of the advancement date. Proceeds of the loan are to be used to continue with current business development activities. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of US$0.035 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of US$21,429 ($22,221) as additional paid-in capital and reduced the carrying value of the convertible debenture to US$28,571 ($29,629). The carrying value is being accreted over the term of the convertible debenture up to its face value of US$50,000. As at December 31, 2010, the carrying values of the convertible debenture and accrued convertible interest thereon were $28,954 and $3,093, respectively, after translation into Canadian dollars. The Company can repay any portion of the loan and accrued interest at any time without penalty.
F-12
Environmental Control Corp.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in Canadian Dollars)
8.
Common Stock
|
a)
|
On February 8, 2010, the Company issued 75,000 shares of common stock at a value of $2,627 as compensation for investor relations and marketing services per the terms of an agreement dated July 1, 2009. This amount was included in common stock to be issued at December 31, 2009. Refer to Note 10(c).
|
|
b)
|
On January 8, 2010, the Company was to issue 75,000 shares of common stock at a value of $2,320 as compensation for investor relations and marketing services per the agreement described in Note 10(c). This amount is included in common stock to be issued at December 31, 2010.
|
|
c)
|
On December 16, 2009, the Company issued 125,000 shares of common stock to a former employee according to the employment agreement referred to in Note 10(a) for services performed for the years ended July 28, 2008 and 2009. As at December 31, 2009, the 375,000 shares purchase warrants that were to have been issued under the agreement were not issued, however, 375,000 shares were issued in error. At December 31, 2009, the par value of these shares had been recorded as additional paid-in capital and 375,000 of the share purchase warrants have been presented as issued. On February 1, 2010, the Company cancelled the additional 375,000 shares.
|
|
d)
|
On February 5, 2009, the Company issued 1,639,346 units at US$0.05 per unit for gross proceeds of $100,000 (US$81,967). Each unit consists of one share of common stock and two share purchase warrants. Each share purchase warrant entitles the holder to purchase one share of common stock at US$0.11 per share expiring on February 5, 2011. The warrants subsequently expired on February 5, 2011.
|
9.
Share Purchase Warrants
A summary of the changes in the Company’s common share purchase warrants is presented below:
|
|
Number of Warrants
|
Weighted Average
Exercise
Price
|
||||||
|
|
|
|||||||
|
Balance – December 31, 2008
|
1,345,585 | US$ | 0.39 | |||||
|
Issued
|
3,466,192 | US$ | 0.11 | |||||
|
Expired
|
(187,500 | ) | US$ | 1.04 | ||||
|
|
|
|||||||
|
Balance – December 31, 2009
|
4,624,277 | $US | 0.15 | |||||
|
Expired
|
(1,158,085 | ) | $US | 0.29 | ||||
|
|
|
|||||||
|
Balance – December 31, 2010
|
3,466,192 | $US | 0.11 | |||||
As at December 31, 2010, the following common share purchase warrants were outstanding:
|
Number of Warrants
|
Exercise
Price
|
Expiry Date
|
|
3,278,692
|
US$0.11
|
February 5, 2011 (subsequently expired)
|
|
187,500
|
US$0.07
|
July 28, 2011
|
|
3,466,192
|
10.
Commitments
|
a)
|
On July 28, 2006, the Company’s board of directors resolved to issue certain share-based payments to an employee of the Company over a three year period. Under the arrangement, the employee was to be issued 62,500 shares of common stock and 187,500 share purchase warrants, each on July 28, 2006, 2007, 2008, and 2009. The Company issued 62,500 shares on each of March 15, 2007 and August 19, 2008, and issued 125,000 shares on December 16, 2009. On September 12, 2008, the employee resigned and became a consultant to the Company (refer to Note 10(b)). It was mutually agreed that the former employee was entitled to the remaining shares and warrants to be issued under the arrangement. For the year ended December 31, 2009, stock-based compensation of $7,823 was recorded for the 187,500 warrants earned on July 28, 2009.
|
F-13
Environmental Control Corp.
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in Canadian Dollars)
10. Commitments (continued)
|
b)
|
On September 15, 2008, the Company entered into a consulting agreement with the former employee in Note 10(a), for administrative services. Pursuant to the agreement, the Company agreed to pay the former employee $6,800 per month. This agreement may be terminated upon three months prior written notice.
|
|
c)
|
On July 1, 2009, the Company entered into an investor relations agreement. Pursuant to the agreement, the Company agreed to pay a fee of $1,000 per month for a period of six months beginning on August 1, 2009, and ending January 1, 2010. The Company must also issue 75,000 shares within 7 days of signing the agreement. Any payments over 45 days may be subject to a penalty fee. On February 8, 2010, the Company issued 75,000 shares of common stock, which was included in common stock to be issued at December 31, 2009 at a value of $2,627. On January 1, 2010, the agreement was extended for twelve months in exchange for an additional 75,000 shares of the Company. As at December 31, 2010, the additional shares have not been issued and have been included in common stock to be issued at a value of $2,320.
|
|
d)
|
On October 15, 2009, the Company entered into a license agreement with a licensee to grant a non-exclusive license to use, market and sell the Company’s intellectual property for a period of two years. License and royalty fees are to be determined prior to the first sale. At the end of the two year period, the agreement can be renewed for a successive two year period by mutual agreement.
|
11.
Income Taxes
The Company is subject to United States federal income taxes at an approximate rate of 35% (2009 – 35%). The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax recovery as reported is as follows:
|
Year Ended
December 31,
2010
$
|
Year Ended
December 31,
2009
$
|
|||||||
|
Income tax recovery computed at the statutory rate
|
84,025 | 104,398 | ||||||
|
Permanent differences
|
(20,766 | ) | (15,991 | ) | ||||
|
Change in valuation allowance
|
(63,259 | ) | (88,407 | ) | ||||
|
Income tax recovery
|
– | – | ||||||
Significant components of the Company’s deferred income tax assets as at December 31, 2010 and 2009, after applying enacted corporate income tax rates, are as follows:
|
December 31,
2010
$
|
December 31,
2009
$
|
|||||||
|
Deferred income tax assets
|
||||||||
|
Cumulative net operating losses
|
397,575 | 334,316 | ||||||
|
Valuation allowance
|
(397,575 | ) | (334,316 | ) | ||||
|
Net deferred income tax assets
|
– | – | ||||||
The Company has net operating loss carryforwards of $1,135,929 which expire commencing in 2027.
F-14
There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods, including the interim period up through the date the relationship ended.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures, our 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 our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of December 31, 2010, the end of the period covered by this annual report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based on the foregoing, our management concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.
Management Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of December 31, 2010, our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our management reviewed the results of their assessment with our Board of Directors.
This annual report does not include an attestation report of our registered public accounting firm regarding our internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm due to temporary rules of the SEC that permit us to provide only the conclusions to management’s report in this annual report.
Changes in Internal Control
During the fiscal year ended December 31, 2010 there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
None.
11
All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
|
Name
|
Position Held
with the Company
|
Age
|
Date First Elected or Appointed
|
|
Albert E. Hickman
|
President, Chief Executive Officer, Chairman and Director
|
68
|
September 22, 2006
|
|
Gary Bishop
|
Chief Financial Officer and Director
|
50
|
September 22, 2006
|
|
Nils Rodeblad
|
Director
|
65
|
September 22, 2006
|
|
Michael J. Mugford
|
Director
|
43
|
September 22, 2006
|
|
Edward P. Noonan
|
Director
|
70
|
September 22, 2006
|
Business Experience
The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
Albert E. Hickman, President, Chief Executive Officer, Chairman and Director
Mr. Hickman was appointed as our President, Chief Executive Officer, Chairman and Director on September 22, 2006. He is currently the Chairman of the Hickman Group of Companies, a group with diversified activities in Atlantic Canada that includes Hickman Motors Limited, Hickman Leasing Limited, Hickman Saturn SAAB, Budget Rent-A-Car, and Body Works Limited.
After 16 years on the Board of Directors of Canadian Imperial Bank of Commerce, Mr. Hickman retired from in 2006. He is currently a Director of Buchans River Ltd. and Churchill Falls (Labrador) Corporation Ltd., and is a former Director of Fishery Products International (as Lead Director), Newtel Enterprises and Aliant Inc. Throughout his career, Mr. Hickman has served on many national committees and advisory boards associated with the automotive industry.
Gary Bishop, Chief Financial Officer and Director
Mr. Bishop was appointed as our Chief Financial Officer and Director on September 22, 2006. He is currently the Vice-President, Finance and Chief Financial Officer of the Hickman Group of Companies.
Mr. Bishop is a Chartered Accountant who graduated from Memorial University in St. John’s, Newfoundland, Canada with a Bachelor of Commerce degree and a Masters of Business Administration degree. He has served on the Board of Directors for a number of private corporations as well as been the Chairman of the Board of The Credit Bureau of St. John’s Limited.
12
Nils Rodeblad, Director
Mr. Rodeblad was appointed as our Director on September 22, 2006.
Mr. Rodeblad has acted as the owner and operator of N.B.R. Consulting Ltd. in St. John’s, Newfoundland, Canada for over 28 years. He has gained significant consulting experience worldwide, including over 15 years of full-time consulting work for the Hickman Group of Companies as well as consulting work for various transportation companies in Sweden.
Michael J. Mugford, Director
Mr. Mugford was appointed as our Director on September 22, 2006. Mr. Mugford is currently a Director of MJM Enterprises Inc., a multimillion dollar international business practice that he founded in 2003.
Mr. Mugford formerly worked in a sales capacity for Xerox Corporation, and has held several executive positions with publicly traded companies over the course of his career.
Edward P. Noonan, Director
Mr. Noonan was appointed as our Director on September 22, 2006. He is currently a partner of Noonan, Oakley Barristers and Solicitors, located in St. John's, Newfoundland, Canada.
Mr. Noonan was admitted to the Law Society of Newfoundland in 1970, and was appointed Queen's Counsel in 1993. He currently serves as Director of the St. John's Port Authority.
None of our directors currently serve as directors of any other public company or any company registered as an investment company.
Significant Employees
There are no individuals other than our executive officers who make a significant contribution to our business.
Family Relationships
There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.
13
Involvement in Certain Legal Proceedings
None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past ten years:
|
1.
|
A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
|
|
2.
|
Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
|
3.
|
Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
|
|
i.
|
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity
|
|
ii.
|
Engaging in any type of business practice; or
|
|
iii.
|
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
|
|
4.
|
Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
|
|
5.
|
Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
|
|
6.
|
Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
|
|
7.
|
Such person was 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, relating to an alleged violation of:
|
|
i.
|
Any Federal or State securities or commodities law or regulation; or
|
|
ii.
|
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
|
|
iii.
|
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
|
8.
|
Such person was 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.
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14
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our 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 that they file.
Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended December 31, 2010, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with.
Code of Ethics
We have adopted a Code of Ethics and Business Conduct (the “Code”) that applies to our principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions (the “Senior Officers”), as well as our directors and employees. As adopted, the Code sets forth written standards that are designed to deter wrongdoing and to promote:
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●
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honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
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●
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full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by us;
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●
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compliance with applicable governmental laws, rules and regulations;
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●
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the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and
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●
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accountability for adherence to the Code.
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The Code requires that, among other things, our Senior Officers commit to the timely, accurate and consistent disclosure of information; maintain confidential information; and act with honesty and integrity. In addition, it emphasizes that our Senior Officers, directors and employees have a responsibility for maintaining our financial integrity, 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 us. Any failure to report such inappropriate or irregular conduct is to be treated as a severe disciplinary matter. It is not our policy to retaliate against any individual who reports in good faith any violation or potential violation of the Code.
The Code was included as an exhibit to our annual report on Form 10-KSB filed with the SEC on April 15, 2008. We undertake to provide a copy of the Code to any person without charge, upon request sent to either of our executive offices.
Board and Committee Meetings
Our board of directors held no formal meetings during the year ended December 31, 2010. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.
For the year ended December 31, 2010 our only standing committee of the board of directors was our audit committee.
15
Nomination Process
As of December 31, 2010, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.
Audit Committee
Currently our audit committee consists of Gary Bishop, our Chief Financial Officer and director.
We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.
During fiscal 2010, aside from quarterly review teleconferences, there were no meetings held by this committee. The business of the audit committee was conducted though these teleconferences and by resolutions consented to in writing by all the members and filed with the minutes of the proceedings of the audit committee.
Audit Committee Financial Expert
Our board of directors has determined that it does have a member of its audit committee that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.
None of our directors or executive officers has received any compensation from our company in the last two fiscal years. Pursuant to Item 402(a)(5) of Regulation S-K, we have omitted the table and columns as no compensation has been awarded to, earned by, or paid to these individuals.
Option Exercises
During our Fiscal year ended December 31, 2010, there were no options exercised by our named officers.
Compensation of Directors
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.
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.
16
The following table sets forth, as of March 31, 2011, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
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Name and Address of Beneficial Owner
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Amount and Nature of
Beneficial Ownership
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Percentage
of Class
(1)
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Albert E.Hickman
85 Rennie's Mill Road
St. John's, Newfoundland A1C 3P9
Canada
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2,416,464 Common Shares
(2)
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5.3%
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Gary Bishop
5 Lamanch Place
St. John's, Newfoundland A1E 4P6
Canada
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Nil
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0%
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Nils Rodeblad
13 Dearhurst Place
St. John's, Newfoundland A1G 1T8
Canada
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Nil
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0%
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Michael J. Mugford
15365 Brookside Avenue
West Vancouver, British Columbia V7W 1N2
Canada
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1,861,452Common Shares
(3)
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4.1%
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Edward P. Noonan
381 Pine Line
Torbay, Newfoundland A1K 1A2
Canada
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Nil
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0%
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Directors and Executive Officers as a Group
(1)
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4,277,916 Common Shares
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9.4%
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N.L. Catalysts Inc.
85 Kenmount Road
St. John's, Newfoundland A1B 3N7
Canada
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22,500,000 Common Shares
(4)
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49.1%
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Hickman Motors Limited
PO Box 8340, Stn A
St. John's, Newfoundland A1B 3N7
Canada
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2,401,464 Common Shares
(5)
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5.2%
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(1)
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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 March 31, 2011. As of March 31, 2011, there were 45,569,068 shares of our company’s common stock issued and outstanding.
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(2)
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Includes 2,401,464 shares held by Hickman Motors, a company over which Mr. Hickman has shared voting and investment power and 15,000 shares held by Mr. Hickman directly.
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(3)
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These shares are held by MJM Enterprises Ltd., a company over which Mr. Mugford has sole voting and investment power.
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(4)
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The shares of N.L. Catalysts Inc. are held as follows: 20.05% in a blind trust over which Edward P. Noonan, our Director, has sole voting and investment power; 18.02% by Banco Holdings, a company over which Nils Rodeblad, our Director, has sole voting and investment power; 9.01% by Gary Bishop, our Chief Financial Officer and Director, 25% by 51644 Newfoundland and Labrador Inc., a company over which Albert Hickman has voting and investment power; and the remaining 27.92% held by other investors.
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(5)
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Albert E. Hickman, our President, Chief Executive Officer and Director, has shared voting and investment power over 2,401,464 shares held by Hickman Motors Limited.
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Changes in Control
We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.
17
Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended December 31, 2010, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.
Director Independence
We currently act with five (5) directors, consisting of Albert E. Hickman, Gary Bishop, Nils Rodeblad, Michael J. Mugford and Edward P. Noonan. We have determined that Niles Rodeblad, Michael J. Mugford and Edward P. Noon are each an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).
Currently our audit committee consists of Gary Bishop, our Chief Financial Officer. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.
Our board of directors has determined that it does have a member of its audit committee who qualifies as an “audit committee financial expert” as defined in as defined in Item 407(d)(5)(ii) of Regulation S-K.
From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.
The aggregate fees billed for the most recently completed fiscal year ended December 31, 2010 and for fiscal year ended December 31, 2009 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q 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:
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Year Ended
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||||||||
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December 31,
2010
$
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December 31,
2009
$
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|||||||
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Audit Fees
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20,250 | 23,000 | ||||||
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Audit Related Fees
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Nil
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Nil
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||||||
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Tax Fees
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Nil
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Nil
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||||||
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All Other Fees
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Nil
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Nil
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||||||
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Total
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20,250 | 23,000 | ||||||
Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our independent auditors are engaged by us to render any auditing or permitted non-audit related service, the engagement be:
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approved by our audit committee (which consists of our entire board of directors); or
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entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors' responsibilities to management.
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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.
18
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(a)
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Financial Statements
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(1)
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Financial statements for our company are listed in the index under Item 8 of this document
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(2)
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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.
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(b)
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Exhibits
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Exhibit Number
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Description
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(3)
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Articles of Incorporation and Bylaws
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3.1
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Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on May 4, 2005).
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3.2
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By-laws (incorporated by reference from our Registration Statement on Form SB-2 filed on May 4, 2005).
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(10)
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Material Contracts
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10.1
|
Contribution Agreement with National Research Council of Canada Industrial Research Program (incorporated by reference from our Current Report on Form 8-K February 4, 2009).
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(14)
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Code of Ethics
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14.1
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Code of Ethics (incorporated by reference from our Annual Report on Form 10-KSB filed on April 15, 2008).
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(31)
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Section 302 Certifications
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(32)
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Section 906 Certification
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* Filed herewith.
19
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
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ENVIRONMENTAL CONTROL CORP.
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(Registrant)
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Dated: March 31, 2011
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/s/ Albert E. Hickman
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Albert E. Hickman
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President, Chief Executive Officer, Chairman and Director
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(Principal Executive Officer)
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Dated: March 31, 2011
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/s/ Gary Bishop
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Gary Bishop
|
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Chief Financial Officer and Director
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(Principal Financial Officer and Principal Accounting Officer)
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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: March 31, 2011
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/s/ Albert E. Hickman
|
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Albert E. Hickman
|
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President, Chief Executive Officer, Chairman and Director
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(Principal Executive Officer)
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|
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Dated: March 31, 2011
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/s/ Gary Bishop
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Gary Bishop
|
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Chief Financial Officer and Director
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|
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(Principal Financial Officer and Principal Accounting Officer)
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|
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Dated: March 31, 2011
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/s/ Nils Rodeblad
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Nils Rodeblad
|
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Director
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Dated: March 31, 2011
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/s/ Michael J. Mugford
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Michael J. Mugford
|
|
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Director
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|
|
Dated: March 31, 2011
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/s/ Edward P. Noonan
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|
Edward P. Noonan
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|
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Director
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20
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. [removed and Reserved]Part IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary Data 9Item 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules