10-Q 1 cci10q081415.htm CARBON CREDIT INTERNATIONAL, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015

Commission file number 333-199371

CARBON CREDIT INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

1247 N. ORANGE GROVE AVE

SUITE 106

LOS ANGELES, CA 90046

(Address of principal executive offices, including zip code.)

(800) 716-1612

(Telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES x NO o

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

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," "non-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	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 25,804,000 shares as of July 31, 2015.

PART I.

FINANCIAL INFORMATION

		Page No.

Item 1.	Financial Statements
	Balance Sheet as of June 30, 2015 (unaudited)
	Unaudited Statement of Operations for the Six and Three Month Period Ended June 30, 2015
	Unaudited Statement of Cash Flows for the for the Six and Three Month Periods Ended June 30, 2015
	Notes to Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations/Plan of Operation.
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.
Item 4.	Controls and Procedures.

	PART II
	OTHER INFORMATION

Item

Item 1.	Legal Proceedings
Item 1A.	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	Defaults Upon Senior Securities
Item 4.	Mine Safety Disclosures
Item 5.	Other Information
Item 6.	Exhibits
	Signatures

ITEM 1. FINANCIAL STATEMENTS

Financial Statements

Carbon Credit International, Inc.

For the three and six months ended June 30, 2015 (unaudited)

Carbon Credit International, Inc.

Contents	Page

Financial Statements:

Balance Sheet at June 30, 2015 (unaudited)	1

Statements of Operations for the three and six months ended June 30, 2015 (unaudited)	2

Statements of Cash Flows for the three and six months ended June 30, 2015 (unaudited)	3

Notes to Financial Statements	5-10


CARBON CREDIT INTERNATIONAL, INC.
BALANCE SHEET

			June 30, 2015		December 31, 2014
			(unaudited)		(unaudited)
Assets
Current assets
	Cash and cash equivalents		$	34,445	$	8,150
		Total Current assets		34,445		8,150


	Total Assets		$	34,445	$	8,150
Liabilities and Equity(Deficit)

Current liabilities
	Accrued Expenses		$	1,650	$	150
	Deferred Revenue			1,000		0
	Related Party Officer Demand Loan			6,288		9,288
		Total Current Liabilities		8,938		9,438

Commitments and Contingencies - Note 6
CARBON CREDIT INTERNATIONAL, INC. Shareholders' Equity(Deficit)
	Common Stock, $0.0001 par value; 75,000,000 shares authorized
		20,804,000 and 20,000,000 issued and outstanding
		at 6/30/2015 and 12/31/2014.		2,080		2,000
	Contributed capital in excess of par			18,520		(1,500)
	Accumulated equity(deficit)			4,907		(1,788)
		Total Equity(Deficit)		25,507		(1,288)
	Total Liabilities and Equity(Deficit)		$	34,445	$	8,150

"The accompanying notes are an integral part of these financial statements"


CARBON CREDIT INTERNATIONAL, INC.
STATEMENT OF OPERATIONS

	For the Three Months Ended June 30, 2015			For the Six Months Ended June 30, 2015
		(unaudited)		(unaudited)

Revenues	$	7,875	$	10,875

Operating Expenses		3,480		4,180

Net Income(Loss) from Operations		4,395		6,695

Other Income(Expenses)
Interest Expense		0		0

Net Income(Loss) from Operations
Before Income Taxes		4,395		6,695

Tax Expense		0		0

Net Income(Loss)	$	4,395	$	6,695

Basic and Diluted Loss Per Share		0.0002		0.0003

Weighted average number
of shares outstanding		20,536,000		20,268,000

"The accompanying notes are an integral part of these financial statements"


CARBON CREDIT INTERNATIONAL, INC.
STATEMENT OF CASH FLOWS

	For the Six Months ended June 30, 2015
	(unaudited)
Cash flows from operating activities:
Net income (loss)	$	6,695
Increase(decrease) in deferred revenue		1,000
Increase(decrease) in accrued expenses		1,500
Net cash used in operating activities		9,195

Cash flows from investing activities:
Officer Loan		(3,000)
Net cash provided(used) by investing activities		(3,000)

Cash flows from financing activities:
Sale of Common Stock		20,100
Net cash provided(used) by financing activities		20,100

Increase in cash and equivalents		26,295

Cash and cash equivalents at beginning of period		8,150

Cash and cash equivalents at end of period	$	34,445

"The accompanying notes are an integral part of these financial statements"

CARBON CREDIT INTERNATIONAL, INC.

STATEMENT OF CASH FLOWS - CONTINUED

For the Six Months ended June 30, 2015

(unaudited)

SUPPLEMENTAL DISCLOSURE OFCASH FLOW INFORMATION

None

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

None

"The accompanying notes are an integral part of these financial statements"

Note 1. Organization, History and Business

Carbon Credit International, Inc. (“the Company”) was incorporated in Nevada on August 12, 2014. The Company was established for the purpose of sales and marketing of Carbon Credits. The Company's fiscal year end is December 31.

Note 2. Summary of Significant Accounting Policies

Revenue Recognition

Revenue is derived from contracts with our consumers. Revenue is recognized in accordance with ASC 605. As such, the Company identifies performance obligations and recognizes revenue over the period through which the Company satisfies these obligations. Any contracts that by nature cannot be broken down by specific performance criteria will recognize revenue on a straight line basis over the contractual term of period of the contract.

Accounts Receivable

Accounts receivable is reported at the customers’ outstanding balances, less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable.

Allowance for Doubtful Accounts

An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired.

Stock Based Compensation

When applicable, the Company will account for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”). Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on their fair values at the date of grant.

The Company accounts for stock-based payments to non-employees in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.” Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date.

The Company calculates the fair value of option grants and warrant issuances utilizing the Binomial pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period. In estimating the forfeiture rate, the Company monitors both stock option and

Note 2. Summary of Significant Accounting Policies (continued)

warrant exercises as well as employee termination patterns. The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.

Loss per Share

The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since there are no dilutive securities.

Cash and Cash Equivalents

For purpose of the statements of cash flows, the Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less.

Concentration of Credit Risk

The Company primarily transacts its business with one financial institution. The amount on deposit in that one institution may from time to time exceed the federally-insured limit.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Business segments

ASC 280, “Segment Reporting” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one operating segment as of June 30, 2015.

Income Taxes

The Company accounts for its income taxes under the provisions of ASC Topic 740, “Income Taxes.” The method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and liability method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities.

Note 2. Summary of Significant Accounting Policies (continued)

Emerging growth Company

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.

Recent Accounting Pronouncements

On June 10, 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915) – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the concept of a development stage entity (DSE) in its entirety from current accounting guidance. The Company has elected early adoption of this new standard.

The Company has implemented all other new accounting pronouncements that are in effect and that may impact its consolidated 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.

Note 3. Income Taxes

The Company is currently operating at approximately a breakeven rate on an interim basis. Deferred income tax assets and liabilities will be computed annually for differences between financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

The effective tax rate on the net loss before income taxes differs from the U.S. statutory rate as follows:

	6/30/2015
U.S statutory rate		34.00%
Less valuation allowance		-34.00%

Effective tax rate		0.00%

The significant components of deferred tax assets and liabilities are as follows:

	6/30/2015
Deferred tax assets

Net operating losses	$	0
Deferred tax liability

Net deferred tax assets		0
Less valuation allowance		0

Deferred tax asset - net valuation allowance	$	0

Note 3. Income Taxes (Continued)

On an interim basis, the Company is operating at breakeven and has a net operating loss carryover of approximately $0 available to offset future income for income tax reporting purposes, which will expire in various years through 2032, if not previously utilized. However, the Company’s ability to use the carryover net operating loss may be substantially limited or eliminated pursuant to Internal Revenue Code Section 382. The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, and “Accounting for Uncertainty in Income Taxes”. The Company had no material unrecognized income tax assets or liabilities as of June 30, 2015.

The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the three months ended June 30, 2015, there were no income tax, or related interest and penalty items in the income statement, or liabilities on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction and Nevada state jurisdiction. We are not currently involved in any income tax examinations.

Note 4. Related Party Transactions

Related party transactions for the quarter ending June 30, 2015 consisted of a $3,000 repayment of a loan that was used as working capital.

Related Party Stock Issuances:

The following stock issuances were made to officers of the company as compensation for services:

On August 13, 2014 the Company issued 20,000,000 of its authorized common stock to Amber Marie Chavez in exchange for $500.

Note 5. Stockholders’ Equity

Common Stock

The holders of the Company's common stock are entitled to one vote per share of common stock held. Eight hundred four thousand common stock shares were sold on May 1,2015 in exchange for $20,100. Additionally, on May 1, 2015 there was a four for one stock split. As of June 30, 2015 the Company had 20,804,000 shares issued and outstanding. All numbers presented here are split adjusted.

Note 6. Commitments and Contingencies

Commitments:

The Company currently has no long term commitments as of our balance sheet date.

Contingencies:

None as of our balance sheet date.

Note 7 – Net Income(Loss) Per Share

The following table sets forth the information used to compute basic and diluted net income per share attributable to Carbon Credit International, Inc. for the six months ended June 30, 2015:

	30-Jun-15

Net Income (Loss)	$	6,695

Weighted-average common shares outstanding basic:

Weighted-average common stock		20,268,000
Equivalents
Stock options		0
Warrants		0
Convertible Notes		0
Weighted-average common shares
outstanding- Diluted		20,268,000

Note 8. Notes Payable

Notes payable consist of the following for the periods ended;	6/30/2015

Amber Marie Chavez working capital note with no stated interest rate. Note is payable on demand .
	$	6,288

Total Notes Payable		6,288

Less Current Portion		(6,288)

Long Term Notes Payable	$	0

Note 9. Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Currently, the Company has no operating history and has incurred operating losses, and as of June 30, 2015 the Company had a working capital deficit and an accumulated deficit. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the success of the Company’s development efforts and its efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future. The conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 10. Subsequent Events

The no subsequent events since the balance sheet date through the filing of this report.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Forward Looking Statements

This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or out predictions.

Results of Operations - for the six months ended June 30, 2015

We are still in our development stage and have generated $10,875 in total revenues to for the six months ended June 30, 2015. The company did not have comparable quarters in 2014 which were before its inception.

During the six months ended June 30, 2015 we generated $4,180 in operating expenses. Our operating expenses included $2,050 in professional fees and $1,980 in filing fees as part of that cost. The company did not have comparable quarters in 2014 which were before its inception.

Results of Operations - for the three months ended June 30, 2015

We are still in our development stage and have generated $7,875 in total revenues to for the three months ended June 30, 2015. The company did not have comparable quarters in 2014 which were before its inception.

During the three months ended June 30, 2015 we generated $3,480 in operating expenses. Our operating expenses included $550 in professional fees and $1,980 in filing fees as part of that cost. The company did not have comparable quarters in 2014 which were before its inception.

Liquidity and Capital Resources

We had $34,445 in cash at June 30, 2015, and there were outstanding liabilities of $8,938. The Company hopes to meet its operating expenses through revenue generated by current client engagements.

There is very little historical financial information about us upon which to base an evaluation of our performance. We are a development stage corporation and have only begun to generate revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in products.

Off-Balance Sheet Arrangements

We do not have any 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 is material to investors.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2015.

Based on that evaluation, management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Changes in Internal Controls over Financial Reporting

As of the end of the period covered by this report, there have been no changes in the internal controls over financial reporting during the quarter ended June 30, 2015, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management’s last evaluation.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

To the best knowledge of the Company’s officers and directors, the Company is currently not a party to any material pending legal proceeding.

Item 1A. Risk Factors.

Not applicable as a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

ITEM 6. EXHIBITS.

The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Registration Statement on Form S-1, filed under SEC File Number 333-199371, at the SEC website at www.sec.gov :

Exhibit No.		Description

3.1		Articles of Incorporation*
3.2		Bylaws*
31.1		Sec. 302 Certification of Principal Executive Officer & Chief Financial Officer
32.1		Sec. 906 Certification of Principal Executive Officer & Chief Financial Officer
101		Interactive data files pursuant to Rule 405 of Regulation S-T

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, this 29th day of July, 2015

Carbon Credit International, Inc.

/s/ Amber Marie Chavez

----------------------------

Chief Executive Officer, President, Chief Accounting Officer and Director

/s/ Mariya Melnik

----------------------------

Secretary

I, Amber Marie Chavez, certify that:

1.	I have reviewed this Form 10-Q for the quarter ended June 30, 2015 of Carbon Credit International, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

August 14, 2015

/s/ Amber Marie Chavez

Amber Marie Chavez

Chief Executive Officer, Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Amber Marie Chavez, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Carbon Credit International, Inc., on Form 10-Q for the quarterly period ended June 30, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Carbon Credit International, Inc.


By:		/s/ Amber Marie Chavez
		Amber Marie Chavez
		Chief Executive Officer, Chief Financial Officer (Authorized Officer) August 14, 2015