10KSB/A 1 f10ksb2007a1_echo.htm AMENDMENT NO. 1 TO 2007 ANNUAL YEAR END REPORT f10ksb2007a1_echo.htm


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 

 
FORM 10-KSB/A
 

(Mark one)
[X]
ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF 1934
 
[   ]
TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2007
 
or
 
For the transition period from ______ to ______
 
Commission file number: 000-26703
 
ECHO RESOURCES, INC.

(Exact name of registrant as specified in its charter)
 
Delaware 
 
 000-26703
 
 98-0206030
(State or other jurisdictionof incorporation)
 
(Commission file number) 
 
(IRS Employer Identification No.)
 
 500 Australian Avenue South, Suite 700,West Palm Beach FL 
 
 33401
 (Address of principal executive offices)
 
 (Zip Code)
 
Registrant's telephone number, including area code: (561) 514-0194
 
Securities registered pursuant to Section 12(b) of the Exchange Act:     None
 
Securities registered pursuant to Section 12(g) of the Exchange Act:
 
Common Stock, Par Value $0.00005 Per Share
 
Check whether the issuer (1) has 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 past 90 days.
 
Yes |X| No |_|
 
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. |_|
 
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
 
Yes |_| No |X|
 
State issuer's revenues for its most recent fiscal year ended December 31, 2007: $0.
 
Of the 5,539,040 shares of voting stock of the registrant issued and outstanding as of March 24, 2007, 552,046 shares were held by non-affiliates. The aggregate market value of the voting stock held by non-affiliates of the registrant computed by reference to the closing bid price of its Common Stock as reported on the OTC Bulletin Board on March 10, 2008: US$557,566.
 
Transitional Small Business Disclosure Format (check one):
 
Yes |__| No |X|
 



 
 
The following discussion should be read in conjunction with the Company's audited financial statements and notes thereto and Item 6 included herein. In connection with, and because the Company desires to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on its behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on the Company's behalf. Without limiting the generality of the foregoing, words such as "may", "anticipate", "intend", "could", "estimate", or "continue" or the negative or other comparable terminology are intended to identify forward-looking statements. The Company disclaims any obligation to update forward-looking statements.
 
(a)  Business Development
 
Echo Resources, Inc. was incorporated on December 15, 1997 in Delaware as AlphaCom Corporation. Previously, we were a subsidiary of Lingo Media Inc. ("LMI") (formerly Alpha Communications Corp.) located at 151 Bloor Street West, Suite 890, Toronto, Ontario, M5S 1S4. On March 20, 2003, Bruce Cohen ("Mr. Cohen") acquired 1,500,000 shares of our common stock from 1476848 Ontario Inc. We changed our name in March 2003 to TVE Corporation and in July 2004 to Echo Resources, Inc. In September 2000, we commenced trading on the Over-The-Counter Bulletin Board under the symbol "AHMC", our symbol was changed to "ALHO" as of March 7, 2003 due to a 1:25 reverse stock split and was later changed in March 2003 to "TVEO" due to a name change.
 
On June 30, 2004, Gala Enterprises Ltd. ("Gala"), purchased 1,500,000 shares of our restricted Common Stock for $85,000 from Mr. Cohen, our former majority shareholder and former sole officer and director. The purpose of this transaction was to effect a change of control of us from Mr. Cohen to Gala. As of the date of this filing, Gala directly owns 54% of the issued and outstanding common stock of Echo. On June 30, 2004, Mr. Pieter DuRand ("Mr. DuRand") assumed the position as our sole officer and director from Mr. Cohen. In July, 2004, the Company effected a forward 2 for 1 stock split by way of a stock dividend, and officially changed its name to "Echo Resources, Inc."
 
Unless the context indicates otherwise, references hereinafter to the "Company", "we", "us" or "Echo" include Echo Resources, Inc., a Delaware corporation. Our principal place of business is 500 Australian Avenue, Suite 700, West Palm Beach, Florida 33401, and our telephone number at that address is (561) 514-0194.
 
(b) Business of the Company
 
The Company is a start-up, development stage company and has not yet generated or realized any revenues from business operations. The Company's business strategy focused on diamond and gold exploration and development of diamond and gold mines in Canada. In 2007 the Company decided to exit this business plan and seek a different plan that would require less start-up capital to develop. The Company's auditors have issued a going concern opinion in our audited financial statements for the fiscal year ended December 31, 2007. This means that our auditors believe there is doubt that the Company can continue as an on-going business for the next twelve months unless it obtains additional capital to pay its bills. This is because the Company has not generated any revenues and no revenues are anticipated until it begins removing and selling minerals. Accordingly, we must raise cash from sources such as investments by others in the Company and through possible transactions with strategic or joint venture partners. In the event we raise cash, we will likely use such funds to develop an new business plan, which is as yet undetermined We do not plan to use any capital raised for the purchase or sale of any plant or significant equipment. The following discussion and analysis should be read in conjunction with the financial statements of the Company and the accompanying notes appearing subsequently under the caption "Financial Statements."
 
 
1

 
Employees
 
As of December 31, 2007, we do not have any employees. We anticipate hiring employees over the next twelve months if we are successful in implementing our plan of operations. Presently, the Company does not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, the Company may adopt such plans in the future.
 
Available Information
 
Information regarding the Company's annual reports on Form 10-KSB, quarterly reports on Form 10-QSB, current reports on Form 8-K, and any amendments to these reports, are available to the public from the SEC's website at http://www.sec.gov as soon as reasonably practicable after the Company electronically files such reports with the Securities and Exchange Commission. Any document that the Company files with the SEC may also be read and copied at the SEC's public reference room located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.
 
Risk Factors
 
You should consider each of the following risk factors and any other information set forth in this Form 10-KSB and the other Company's reports filed with the Securities and Exchange Commission ("SEC"), including the Company's financial statements and related notes, in evaluating the Company's business and prospects. The risks and uncertainties described below are not the only ones that impact on the Company's operations and business. Additional risks and uncertainties not presently known to the Company, or that the Company currently considers immaterial, may also impair its business or operations. If any of the following risks actually occur, the Company's business and financial condition, results or prospects could be harmed.
 
RISKS ASSOCIATED WITH THE COMPANY'S PROSPECTIVE BUSINESS AND OPERATIONS
 
The Company lacks meaningful operating history and will require substantial capital if it is to be successful.
 
The Company has a very limited operating history upon which an evaluation of its future success or failure can be made. In fact, it was only recently that the Company took steps in a plan to engage in the acquisition of interests in exploration and development mines in Canada, and it is too early to determine whether such steps will lead to success. The Company's ability to achieve and maintain profitability and positive cash flow over time will be dependent upon, among other things, its ability to (i) identify and acquire diamond and gold mining properties or interests therein that ultimately have probable or proven diamond and gold reserves, (ii) sell such diamond and gold mining properties or interests to strategic partners or third parties or commence mining of diamond and gold, (iii) produce and sell diamond and gold at profitable margins and (iv) raise the necessary capital to operate during this period. At this stage in the Company's development, it cannot be predicted how much financing will be required to accomplish its objectives.
 
The Company needs to raise funds in order to initiate any business plan and cover operating deficits for the foreseeable future. The Company presently does not have any revenues, nor does it anticipate operating income in the near future. No assurances can be given that the Company will be able to obtain the necessary funding remain in operation. The inability to raise additional funds will have a material adverse affect on the Company's business, plan of operation and prospects.
 
The Company's success is dependent upon a limited number of people.
 
 
2

 
The Company's business will be harmed if it is unable to manage growth.
 
The Company's business may experience periods of rapid growth that will place significant demands on its managerial, operational and financial resources. In order to manage this possible growth, the Company must continue to improve and expand its management, operational and financial systems and controls. The Company will need to expand, train and manage its employee base. No assurances can be given that the Company will be able to timely and effectively meet such demands. The Company's officers and directors may have conflicts of interest and do not devote full time to the Company's operations. In addition, the Company's officers do not devote full time to the Company's operations. Until such time that the Company can afford executive compensation commensurate with that being paid in the marketplace, its officers will not devote their full time and attention to the operations of the Company. No assurances can be given as to when the Company will be financially able to engage its officers on a full time basis.
 
Increased Costs Could Affect Profitability
 
Costs frequently are subject to variation from one year to the next due to a number of factors. In addition, costs are affected by the price of commodities such as fuel and electricity. Such commodities are at times subject to volatile price movements, including increases that could make production at certain operations less profitable. A material increase in costs at any significant location could have a significant effect on the Company's profitability.
 
Government  regulation or changes in such  regulation may adversely  affect the Company's business.
 
The Company has and will, in the future, engage experts to assist it with respect to its operations. No assurances can be given that it will be successful in its efforts. Uncertainty and new regulations and rules could increase the Company's cost of doing business or prevent it from conducting its business.
 
Occurrence  of Events for Which We Are Not  Insured May Affect Our Cash Flow and Overall Profitability
 
The Company does not maintain insurance policies to protect against certain risks related to our operations because of the high premiums associated with insuring those risks. In other cases, insurance may not be available for certain risks. The Company does not maintain insurance policies against political risk. The occurrence of events for which the Company is not insured may affect our cash flow and overall profitability.
 
RISKS RELATED TO THE COMPANY'S COMMON STOCK
 
The Company does not expect to pay dividends in the foreseeable future. The Company has never paid cash dividends on its common stock and has no plans to do so in the foreseeable future. The Company intends to retain earnings, if any, to develop and expand its business.
 
"Penny stock" rules may make buying or selling the common stock difficult and severely limit their market and liquidity. Trading in the Company's common stock is subject to certain regulations adopted by the SEC commonly known as the "Penny Stock Rules". The Company's common stock qualifies as penny stock and is covered by Section 15(g) of the Securities and Exchange Act of 1934, as amended (the "1934 Act"), which imposes additional sales practice requirements on broker/dealers who sell the Company's common stock in the market. The "Penny Stock" rules govern how broker/dealers can deal with their clients and "penny stock". For sales of the Company's common stock, the broker/dealer must make a special suitability determination and receive from clients a written agreement prior to making a sale. The additional burdens imposed upon broker/dealers by the "penny stock" rules may discourage broker/dealers from effecting transactions in the Company's common stock, which could severely limit its market price and liquidity. This could prevent investors from reselling Echo common stock and may cause the price of the common stock to decline.
 
 
3

 
Although publicly traded, the Company's common stock has substantially less liquidity than the average trading market for a stock quoted on other national exchanges, and our price may fluctuate dramatically in the future. Although the Company's common stock is listed for trading on the Over-the-Counter Electronic Bulletin Board, the trading market in the common stock has substantially less liquidity than the average trading market for companies quoted on other national stock exchanges. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of willing buyers and sellers of our common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. Due to limited trading volume, the market price of the Company's common stock may fluctuate significantly in the future, and these fluctuations may be unrelated to the Company's performance. General market price declines or overall market volatility in the future could adversely affect the price of the Company's common stock, and the current market
price may not be indicative of future market prices.

Item 2. Description of Property
 
The Company's current mailing address is 500 Australian Avenue South, Suite 700 West Palm Beach, Florida 33401. The property consists of approximately 200 square feet of finished office space. Other than this mailing address, we do not currently maintain any other office facilities. We pay no rent or other fees for the use of the mailing address as these offices are used virtually full-time by other businesses of our shareholder. We believe that the foregoing space is adequate to meet our current needs and anticipate moving our offices during the next twelve (12) months if we are able to execute our business plan.
 
Item 3. Legal Proceedings
 
There are no material legal proceedings to which we (or any of our officers and directors in their capacities as such) are a party or to which our property is subject and no such material proceedings are known by our management to be contemplated.
 
 
No matter was submitted to a vote of our shareholders, through the solicitation of proxies or otherwise during the fourth quarter of our fiscal year ended December 31, 2006, covered by this report.

PART II
 

Item 5. Market for Common Equity and Related Stockholder Matters.
 
a) Market Information. Our common stock, par value $0.00005 per share (the "Common Stock"), was traded on the OTC Bulletin Board market under the symbol "AHMC" until such time as we amended our articles of incorporation and affected a 1:25 reverse stock split in March 2003 and received the stock symbol "ALHO". Subsequently, we changed our name to TVE Corporation and received the stock symbol "TVEO". We then changed our name to Echo Resources, Inc. and received the stock symbol "ECHR". Our common stock is traded sporadically and no established liquid trading market currently exists therefore.
 
The following table represents the range of the high and low price for our Common Stock on the OTC Bulletin Board for each fiscal quarter for the last two fiscal years ending December 31, 2004, and 2005, respectively. These Quotations represent prices between dealers, may not include retail markups, markdowns, or commissions and may not necessarily represent actual transactions.
 
 
 Year 2006   High   Low
 First Quarter  4.30  4.00
 Second Quarter  4.60  4.25
 Third Quarter    4.75  4.45
 Fourth Quarter   4.90   4.65
     
 Year 2007  High  Low
 First Quarter   4.90   3.25
 Second Quarter   3.25  1.50
 Third Quarter    1.50  1.25
 Fourth Quarter    1.50  1.18
 
 
4

 
(b)  Holders.  As of March 10, 2007,  there were  approximately  two hundred (200) holders of record of our common stock.
 
(c) Dividend Policy. We have not declared or paid cash dividends or made distributions in the past, and we do not anticipate that we will pay cash dividends or make distributions in the foreseeable future. We currently intend to retain and reinvest future earnings, if any, to finance our operations.
 
(d) Equity Compensation Plans. We have not authorized any compensation plans (including individual compensation arrangements) under which our equity securities have been authorized for issuance as of the end of the most recently completed fiscal year ended December 31, 2005.
 
Recent Sales of Unregistered Securities.
 
We did not sell any securities during the period covered by this report that were not registered under the Securities Act, which was not disclosed in our 10-QSB.

Item 6. Management's Discussion and Analysis
 
Overview
 
The Company is a start-up, development stage company and has not yet generated or realized any revenues from business operations. The Company's business strategy focused on diamond and gold exploration and development of diamond and gold mines in Canada, which the Company elected to abandon in the third quarter of 2007. The Company's auditors have issued a going concern opinion. This means that its auditors believe there is doubt that the Company can continue as an on-going business for the next twelve months unless it obtains additional capital to pay its bills. This is because the Company has not generated any revenues and no revenues are anticipated until it begins operations from a new business plan. Accordingly, we must raise cash from sources such as investments by others in the Company and through possible transactions with strategic or joint venture partners. We do not plan to use any capital raised for the purchase or sale of any plant or significant equipment. The following discussion and analysis should be read in conjunction with the financial statements of the Company and the accompanying notes appearing subsequently under the caption "Financial Statements."
 
Results of Operations
 
Revenues
 
There is no historical financial information about the Company upon which to base an evaluation of our performance. The Company did not generate any revenues from operations for the twelve months ended December 31, 2007 nor 2006. Accordingly, comparisons with prior periods are not meaningful. The Company is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the decision and implementation of a new business plan.
 
Operating Expenses
 
Operating expenses increased by $3,280 from $31,502 for the year ended December 31, 2006 to $34,782 for the year ended December 31, 2006. The increase in our net operating loss is due to the a increase in professional fees.
 
 
5

 
Interest Expense
 
Interest expense for the years ended December 31, 2007 and 2006 were $43,948 and $47,948. The decrease in our interest expense is due to the interest payable pursuant to the convertible promissory notes entered into with Confederated Finance Corp. ("Convertible Note") and the lower amortization of the beneficial conversion feature discount of these notes.
 
Net Income/Loss
 
Net loss decreased $720 from net operating loss of $79,450 for the year ended December 31, 2006 to a net operating loss of $78,730 for the year ended December 31, 2007. The decrease in net operating loss is due to the lower amortization of the beneficial conversion feature discount of the notes payable.
 
As of December 31, 2007, our accumulated deficit was $563,388.
 
Assets and Liabilities
 
Our total assets were $19,846 as of December 31, 2007.  Our assets consisted  of cash of $19,846.
 
Total Current Liabilities as of December 31, 2007 were $167,147. Our notes payable are to Confederated Finance Corp. for $167,000. The notes have been discounted by $165,000 for their beneficial conversion feature which is amortized over the life of the notes. As of December 31, 2007, $136,860 of the discount has been amortized.
 
Plan of Operation
 
The Company's plan of operation for the next twelve months is to focus on developing and implementing a new business plan since we have elected to abandon the mining interests operations.
 
Financial Condition, Liquidity and Capital Resources
 
At December 31, 2007, we had cash and cash equivalents of $19,846. Our working capital is presently ($147,301) and there can be no assurance that our financial condition will improve. We expect to continue to have minimal working capital or a working capital deficit as a result of our current liabilities.
 
For the year ended December 31, 2007, we have not generated cash flow from operations. Consequently, we have been dependent upon a third party non-affiliate, Confederated Finance Corp. ("Confederated"), to fund our cash requirements. Specifically, we entered into a Convertible Promissory Note ("Note") with Confederated for the principal sum or so much of the principal sum of One Hundred Thousand Dollars ($100,000) and a second note in the principal sum of One Hundred Thousand Dollars, ($100,000), as may from time to time have been advanced and be outstanding, together with accrued interest at the rate of 7% per annum. The entire unpaid balance of principal (subject to conversion of such principal as provided in the Note) and all accrued and unpaid interest shall be due and payable on the day prior to the first anniversary of the Effective Date of the Note.
 
As of December 31, 2007, we had cash of $19,846 and a working capital deficit of $147,301. As of December 31, 2007, we had no outstanding debt other than ordinary notes payable to Confederated in connection with accrued interest payable on the Notes. The Company will seek funds from possible strategic and joint venture partners and financing to cover any short term operating deficits and provide for long term working capital. No assurances can be given that the Company will successfully engage strategic or joint venture partners or otherwise obtain sufficient financing through the sale of equity.
 
No trends have been identified which would materially  increase or decrease our results of operations or liquidity.
 
We have short-term liquidity problems that will be addressed by the Convertible Note, which we have a balance of $33,000 to draw for working capital. For long-term liquidity, we believe that we will need to raise additional capital to remain an ongoing concern; however, as stated above no commitments have been made as of this date.
 
 
6

 
Going Concern
 
We have suffered recurring losses from operations and are in serious need of additional financing. These factors among others indicate that we may be unable to continue as a going concern, particularly in the event that we cannot obtain additional financing or, in the alternative, affect a merger or acquisition. Our continuation as a going concern depends upon our ability to generate sufficient cash flow to conduct our operations and our ability to obtain additional sources of capital and financing.
 
The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. We have a stockholders deficit of $563,388 at December 31, 2007 and net losses from operations of $78,730 and $79,450, respectively, for the years ended December 31, 2007 and 2006. These conditions raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
 
Critical Accounting Policies
 
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 materially from those estimates.
 
Loss per share: Basic loss per share excludes dilution and is computed by dividing the loss attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company. Diluted loss per share is computed by dividing the loss available to common shareholders by the weighted average number of common shares outstanding for the period and dilutive potential common shares outstanding unless consideration of such dilutive potential common shares would result in anti-dilution. Common stock equivalents were not considered in the calculation of diluted loss per share as their effect would have been anti-dilutive for the periods ended December 31, 2007 and 2006.
 
Off-Balance Sheet Arrangements
 
We have not entered into any off-balance sheet arrangements. We do not anticipate entering into any off-balance sheet arrangements during the next 12 months.

Item 7. Financial Statements
 
Our financial statements have been examined to the extent indicated in their reports by Pollard-Kelley Auditing Services, Inc. for the two years ended December 31, 2007 and 2006, and have been prepared in accordance with generally accepted accounting principles and pursuant to Regulation S-B as promulgated by the Securities and Exchange Commission and are included herein, on Page F-1 hereof in response to Part F/S of this Form 10-KSB.
 
7

 
 
ECHO RESOURCES, INC.
 
FINANCIAL STATEMENTS
 
 
INDEX TO FINANCIAL STATEMENTS


Reports of Independent Registered Public Accounting Firms
F-2
   
Balance Sheet
F-3
   
Statements of Operations
F-4
   
Statements of Stockholders’ Equity
F-5
   
Statements of Cash Flows
F-6
   
Notes to Financial Statement
F-7




F-1


 




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Stockholders
Echo Resources, Inc.
West Palm Beach, Florida

We have audited the accompanying balance sheet of Echo Resources, Inc., as of December 31, 2007, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the two years in the period ended December 31, 2007. 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 audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 Echo Resources, Inc. as of December 31, 2007, and the results of its operations and its cash flows for the two years in the period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

 
The accompanying financial statements have been prepared assuming that Echo Resources, Inc. will continue as a going concern. As discussed in Note 2 to the financial statements, Echo Resources, Inc. suffered recurring losses from operations which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Pollard-Kelley Auditing Services, Inc.
Independence, Ohio
March 12, 2008





F-2


 


Echo Resources, Inc.
Balance Sheet


   
December 31, 2007
 
       
ASSETS
     
CURRENT ASSETS
     
  Cash
  $ 19,846  
  Accounts receivable
    0  
         
          Total current assets
    19,846  
         
OTHER ASSETS
       
   Mining claim interest
    0  
         
          Total other assets
    0  
         
Total Assets
  $ 19,846  
         
LIABILITIES AND STOCKHOLDERS’ EQUITY
       
CURRENT LIABILITIES
       
  Accounts payable
       
     Accrued interest
  $ 30,287  
     Note payable
    136,860  
         
          Total current liabilities
    167,147  
         
Total Liabilities
    167,147  
         
STOCKHOLDERS’ EQUITY
       
  Preferred stock, $0.0001 par value, 10,000 shares authorized, 0 issued and outstanding
    0  
  Common stock, $0.00005 par value, authorized 49,990,000 shares;
      5,539,040 issued and outstanding
    277  
  Additional paid-in capital
    415,810  
  Deficit accumulated during the development stage
    (563,388 )
         
          Total stockholders’ equity
    (147,301 )
         
Total Liabilities and  Stockholders’ Equity
  $ 19,846  

The accompanying notes are an integral part of the financial statements
 
 
F-3


 


Echo Resources, Inc.
Statements of Operations
The Year Ended December 31,

   
2007
     
2006
 
               
REVENUES
  $ 0     $ 0  
                 
OPERATING EXPENSES:
               
   General and administrative expenses
    18,502       17,377  
   Professional fees
    16,280       14,125  
                 
          Total expenses
    34,782       31,502  
                 
Interest expense
    43,948       47,948  
                 
Net income (loss)
  $ (78,730 )   $ (79,450 )
                 
Income (loss) per weighted average common share
  $ (0.01 )   $ (0.01 )
                 
Number of weighted average common shares outstanding
    5,539,040       5,539,040  

 
The accompanying notes are an integral part of the financial statements




F-4







Echo Resources, Inc.
 Statement of Stockholders’ Equity (Deficit)

   
 
 
 
 
Number of
Shares
   
 
 
 
 
Common
Stock
   
 
 
 
Additional
Paid-in Capital
   
 
Deficit
Accumulated
During the
Development
Stage
   
 
 
 
Total
Stockholders’
Equity
 
                               
BEGINNING BALANCE, January 1, 2005
    5,539,040     $ 277     $ 415,810     $ (292,280 )   $ 123,807  
                                         
Net loss
    0       0       0       (187,537 )     (187,537 )
                                         
BALANCE, December 31, 2005
    5,539,040       277       415,810       (479,817 )     (63,730 )
Beneficial Conversion Feature Discount
    0       0       0       15,000       15,000  
Net loss
    0       0       0       (79,450 )     (79,450 )
                                         
BALANCE, December 31, 2006
    5,539,040       277       415,810       (544,267 )     (128,180 )
Beneficial Conversion Feature Discount
    0       0       0       47,000       47,000  
 
Net loss
    0       0       0       (78,730 )     (78,730 )
                                         
BALANCE, December 31, 2007
    5,539,040     $ 277     $ 415,810     $ (563,388 )   $ (147,301 )


The accompanying notes are an integral part of the financial statements



F-5

 



Echo Resources, Inc.
Statements of Cash Flows
For the Year Ended December 31,

   
2007
   
2006
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss
  $ (78,730 )   $ (79,450 )
Adjustments to reconcile net loss to net cash used by operating activities:
               
        Amortization of beneficial conversion feature discount
    32,554       49,897  
Changes in operating assets and liabilities
               
        Increase (decrease) in accounts payable - trade
    0       0  
        Increase (decrease) in accrued interest expense
    11,393       13,051  
                 
Net cash provided (used) by operating activities
    (34,783 )     (16,502 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
 Deposit on options
    0       0  
                 
Net cash provided (used) by investing activities
    0       0  
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Proceeds from stockholder loan payable
    0       0  
Proceeds from note payable
    47,080       15,000  
                 
Net cash provided by financing activities
    47,080       15,000  
                 
Net increase (decrease) in cash
    12,297       (1,502 )
                 
CASH, beginning of period
    7,549       9,051  
                 
CASH, end of period
  $ 19,846     $ 7,549  
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Non-Cash Financing Activities:
               
   Exchange of assets for reduction in notes payable
  $ 50,000     $ 0  

The accompanying notes are an integral part of the financial statements
 
 
 
F-6

 
 
ECHO RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) The Company  CEO-Channel.com, Inc. is a Florida chartered development stage corporation which conducts business from its headquarters in Richmond, Virginia.  The Company was incorporated on February 3, 1999.

The Company began its business operations as a dot com at the height of the boom. In the fourth quarter of 2000, the Company realized that it would not be able to sustain its activities nor raise additional capital, so it ceased operations. In the second quarter 2002, control of the Company changed. At that time the Company received a cash investment in order to maintain its reporting status while the Company began to seek new opportunities. In late 2004, the Company began to actively seek potential merger candidates.

The following summarize the more significant accounting and reporting policies and practices of the Company:

(b) Use of estimates  The financial statements have been prepared in conformity with generally accepted accounting principles.  In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition and revenues and expenses for the year then ended.  Actual results may differ significantly from those estimates.

(c) Start-up costs  Costs of start-up activities, including organization costs, are expensed as incurred, in accordance with Statement of Position (SOP) 98-5.

d) Stock compensation for services rendered The Company issues shares of common stock in exchange for services rendered.  The costs of the services are valued according to generally accepted accounting principles and have been charged to operations.

(e) Net income (loss) per share Basic loss per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period.

(f) Property and equipment All property and equipment are recorded at cost and depreciated over their estimated useful lives, using the straight-line method.  Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is  included in the results of operations.  Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company’s financial position and operating results raise substantial doubt about the Company’s ability to continue as a going concern, as reflected by the net loss of $563,388 accumulated through December 31, 2007.  The ability of the Company to continue as a going concern is dependent upon commencing operations, developing sales and obtaining additional capital and financing.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.  The Company is currently seeking additional capital to allow it to begin its planned operations
 
 
 
F-7

 
ECHO RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
 
 
NOTE 3 - NOTES PAYABLE

In September 2004,  Echo issued a convertible  promissory note to allow advances up to $100,000.  As of September 30, 2005, $100,000 had been advanced to the company. The note bears seven percent interest,  is convertible at the lender's option at $2 per share, and is payable in one year. The lender has agreed to a third extension of  the maturity date for an additional year, to September 2008. The note has been discounted for its beneficial  conversion feature,  which will be amortized over the life of the note. A summary of the notes is as follows:
 
   
Notes Payable
 
Gross proceeds from notes
  $ 100,000  
          Less: Beneficial conversion feature
    (100,000 )
          Add: Amortization of discount
    100,000  
         
        Value of note on December 31, 2007
  $ 100,000  
 
In September 2005, the Company issued another convertible promissory note with exactly the same terms as the first note, principal up to $100,000, interest at 7%, maturity in one year and convertible at the lenders option at $2 per share. At December 31, 2006, $65,000 had been advanced under this note. $22,000 was advanced under this note through the first half of 2007. The Company sold its mining claim interest to this creditor for a reduction of the promissory note balance in the amount of $50,000 in the third quarter of 2007. $25,000 was advanced under this loan at the end of the third quarter of 2007. The note was due September 30, 2006 and a one year extension of the due date to September 30,2008, has been received.

The second note has been discounted for its beneficial  conversion feature,  which will be amortized over the life of the note. A summary of the notes is as follows:
 

   
Notes Payable
 
Gross proceeds from notes
  $ 112,000  
         Less: Loan set-off       (50,000 )
          Less: Beneficial conversion feature
    (62,000 )
          Add: Amortization of discount
    38,616  
         
        Value of note on December 31, 2007
  $ 38,616  
 

F-8

 
 
ECHO RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
 

 
NOTE 4 – CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents

NOTE 5 – USE OF ESTIMATES

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition and revenues and expenses for the year then ended. Actual results may differ significantly from those estimates.

NOTE 6 - NON-CASH TRANSACTIONS

In the third quarter of 2007, the Company sold the mining claim to the holder of its notes payable in exchange for a reduction in the outstanding balance of the notes payable in the amount of $50,000. The Company recorded no gain or loss on this transaction.

NOTE 7 – INVESTMENT

The 20% interest in two Canadian mining claims that Echo purchased in 2004 required it to fund 50% of the exploration estimated work program beginning September 2005 in order to maintain the interest. In August 2005, this deadline was extended to February 26, 2006. In August 2005, the Company purchased an additional 20% of this mining claim in exchange for $50,000 in cash.

In the third quarter of 2007, the Company sold the mining claim to the holder of its notes payable in exchange for a reduction in the outstanding balance of the notes payable in the amount of $50,000. The Company recorded no gain or loss on this transaction.


 
F-9

 
 
 
 
During 2006 we changed auditors from Malone & Bailey to Pollard-Kelley Auditing Services, Inc.

 
In order to ensure that the information that we must disclose in our filings with the Commission is recorded, processed, summarized, and reported on a timely basis, we have formalized our disclosure controls and procedures. Our principal executive and financial officer has reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of December 31, 2007. Based on such evaluation, he concluded that, as of December 31, 2006, our disclosure controls and procedures were not effective, because we failed to timely write off an impaired lease deposit and we failed to timely record accrued interest expense.

There has been no change in our internal control over financial reporting during 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
                                  
PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act

(a) Set forth  below is the names,  ages,  positions,  with the Company and business experiences of the executive officers and directors of the Company.
 
 Name     Age   Position(s) with Company
 Pieter DuRand  41  Chief Executive Officer, President, Secretary and Director(1)
 
Business Experience

Pieter DuRand, age 41, is a citizen and resident of South Africa. During the past five (5) years he has served as an advisor and a business consultant individually and as a representative of other companies to both private and public companies. Consulting work has been in the field of oil and gas exploration as well as advising and consulting on promotion of various unrelated products in Europe and Africa. He served as an interim Director of Medical Makeover Corporation of America, a Delaware corporation, from February 10, 2004 to March 10, 2004. Mr. DuRand became a Director of the Company on June 30, 2004 and has continued to serve as such since.

Committees of the Board of Directors

We presently do not have an audit committee, compensation committee, nominating committee, an executive committee of our board of directors, stock plan committee or any other committees. However, our board of directors may establish various committees during the current fiscal year.

Compensation of Directors

Our director has received cash compensation of $9,000 for his services as a director and may be reimbursed for their reasonable expenses incurred in attending board or committee meetings.

Terms of Office

Our directors are appointed for one-year terms to hold office until the next annual general meeting of the holders of our Common Stock or until removed from office in accordance with our by-laws. Our officers are appointed by our board of directors and hold office until removed by our board of directors.

Involvement in Certain Legal Proceedings

Except as indicated above, no event listed in Sub-paragraphs (1) through (4) of Subparagraph (d) of Item 401 of Regulation S-B, has occurred with respect to any of our present executive officers or directors or any nominee for director during the past five years which is material to an evaluation of the ability or integrity of such director or officer.

 
8

 
Compliance with Section 16(a) of the Securities Exchange Act of 1934

For companies registered pursuant to section 12(g) of the Exchange Act, Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than ten percent of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of reports furnished to us and written representations that no other reports were required, Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with on a timely basis for the period which this report relates.

Code of Ethics

In March 2004, we adopted a Code of Ethics that meets the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. We will provide to any person without charge, upon request, a copy of such Code of Ethics. Persons wishing to make such a request should contact Pieter DuRand, Chief Executive Officer, 500 Australian Avenue South, Suite 700, West Palm Beach, Florida 33401. (561) 514-0194.

Conflicts of Interest

None of our officers will devote more than a portion of his time to our affairs. There will be occasions when the time requirements of our business conflict with the demands of the officers other business and investment activities. Such conflicts may require that we attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to us.

Our officers, directors and principal shareholders may actively negotiate for the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction, if any. In the event that such a transaction occurs, it is anticipated that a substantial premium may be paid by the purchaser in conjunction with any sale of shares by our officers, directors and principal shareholders made as a condition to, or in connection with, a proposed merger or acquisition transaction. The fact that a substantial premium may be paid to members of our management to acquire their shares creates a conflict of interest for them and may compromise their state law fiduciary duties to the our other shareholders. In making any such sale, members of Company management may consider their own personal pecuniary benefit rather than the best interests of the Company and the Company's other shareholders, and the other shareholders are not expected to be afforded the opportunity to approve or consent to any particular buy-out transaction involving shares held by members of Company management.

It is not currently anticipated that any salary, consulting fee, or finders fee shall be paid to any of our directors or executive officers, or to any other affiliate of us except as described under Executive Compensation below.

Although management has no current plans to cause us to do so, it is possible that we may enter into an agreement with an acquisition candidate requiring the sale of all or a portion of the Common Stock held by our current stockholders to the acquisition candidate or principals thereof, or to other individuals or business entities, or requiring some other form of payment to our current stockholders, or requiring the future employment of specified officers and payment of salaries to them. It is more likely than not that any sale of securities by our current stockholders to an acquisition candidate would be at a price substantially higher than that originally paid by such stockholders. Any payment to current stockholders in the context of an acquisition involving us would be determined entirely by the largely unforeseeable terms of a future agreement with an unidentified business entity.

9

 
 
Item 10. Executive Compensation

The following table shows all the cash compensation paid by the Company, as well as certain other compensation paid or accrued, during the fiscal year ended December 31, 2007 to the Company's President and highest paid executive officers. No restricted stock awards, long-term incentive plan payouts or other types of compensation, other than the compensation identified in the chart below, were paid to these executive officers during these fiscal years.

SUMMARY COMPENSATION TABLE
 
           
Long Term Compensation
   
       
Annual Compensation
 
Awards
 
Payouts
   
Name and
Principal Position
 
Year
 
Salary
($)
 
Bonus ($)
 
Other
Annual Compensation ($)
 
Restricted
Stock
Award(s)
($)
 
Securities
Underlying Options/
SARs (#) (#)
 
LTIP
Payouts ($)
 
All Other
Compensation
($)
Pieter DuRand
 
2007
 
$9,000
 
0
 
0
 
0
 
0
 
0
 
0
   
2006
 
$9,000
 
0
 
0
 
0
 
0
 
0
 
0
 
 
2005
 
$9,000
 
0
 
0
 
0
 
0
 
0
 
0
 
Compensation of Directors

We have no standard  arrangements  for  compensating our board of directors for their attendance at meetings of the Board of Directors.

Bonuses and Deferred Compensation

We do not have any bonus, deferred compensation or retirement plan. Such plans may be adopted by us at such time as deemed reasonable by our board of directors. We do not have a compensation committee, all decisions regarding compensation are determined by our board of directors.

Stock Option and Stock Appreciation Rights.

We do not currently have a Stock Option or Stock Appreciation Rights Plan. No stock options or stock appreciation rights were awarded during the fiscal year ended December 31, 2007, or the period ending on the date of this Report.

Termination of Employment and Change of Control Arrangement

There are no compensatory plans or arrangements, including payments to be received from us, with respect to any person named in cash compensation set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person's employment with us or our subsidiaries, or any change in control of us, or a change in the person's responsibilities following a changing in control.

Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of December 31, 2007, information with respect to the beneficial ownership of our common stock by (i) persons known by us to beneficially own more than five percent of the outstanding shares, (ii) each director, (iii) each executive officer and (iv) all directors and executive officers as a group.
 
 
10

 
Common Stock
Beneficially Owned
 
Name and Address
Title of Class
Number
Percentage
       
Gala Enterprises Ltd.
102 Van Riebeeck St
Potchefstroom, South Africa
Common
3,000,000
54.2%
       
All Executive Officers and
Directors as a Group
(One (1) person)
Common
3,000,000
54.2%
 
--------------------------------------------------------------------------------
*     Less than 1%.

(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on March 10, 2008. As of March 10, 2008, there were 5,539,040 shares of our common stock issued and outstanding.

(2) Pieter DuRand holds 3,000,000 shares of our common stock through Gala Enterprises Ltd., a foreign corporation, that is owned by Mr. DuRand.
Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information as of December 31, 2007, with respect to compensation plans (including individual compensation arrangements) under which our common stock is authorized for issuance, aggregated as follows: (i) all compensation plans previously approved by security holders; and (ii) all compensation plans not previously approved by security Holders:

None.
 
Item 12. Certain Relationships and Related Transactions

Except as described below, none of the following persons has any direct or indirect material interest in any transaction to which we are a party during the past two years, or in any proposed transaction to which the Company is proposed to be a party:

(A)  any director or officer;
(B)  any proposed nominee for election as a director;
(C)  any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our common stock; or
(D) any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary.

 
11

 

(a) The exhibits required to be filed herewith by Item 601 of Regulation S-B, as described in the following index of exhibits, are incorporated herein by reference, as follows:

Exhibit No.    Description
 
31.1     *         Certificate of the Chief  Executive  Officer and Chief  Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002

32.1     *         Certificate of the Chief  Executive  Officer and Chief  Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
--------------------------
*    Included herein

(b) Reports on Form 8-K

During the last quarter of the fiscal year ended  December 31, 2007, we did not file any reports on Form 8-K.

Item 14. Principle Accountant Fees and Services

Audit Fees. The aggregate fees billed for professional services rendered was $5,385 and $4,500 for the audit of our annual financial statements for the fiscal year ended December 31, 2007 and the reviews of the financial statements included in our Forms 10-QSB for those fiscal years.

Audit-Related Fees. The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements and not reported under the caption "Audit Fee."

Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning services were $0 and $0 respectively.

All Other Fees. Other than the services described above, the aggregate fees billed for services rendered by the principal accountant was $0 and $0, respectively, for the fiscal years ended December 31, 2007.

We have no formal audit committee. However, our entire Board of Directors (the "Board") is our defacto audit committee. In discharging its oversight responsibility as to the audit process, the Board obtained from the independent auditors a formal written statement describing all relationships between the auditors and us that might bear on the auditors' independence as required by Independence Standards Board Standard No. 1, "Independence Discussions with Audit Committees." The Board discussed with the auditors any relationships that may impact their objectivity and independence, including fees for non-audit services, and satisfied itself as to the auditors' independence. The Board also discussed with management, the internal auditors and the independent auditors the quality and adequacy of its internal controls. The Board reviewed with the independent auditors their management letter on internal controls.

The Board discussed and reviewed with the independent auditors all matters required to be discussed by auditing standards generally accepted in the United States of America, including those described in Statement on Auditing Standards No. 61, as amended, "Communication with Audit Committees". The Board reviewed the audited consolidated financial statements of the Company as of and for the year ended December 31, 2007 with management and the independent auditors. Management has the responsibility for the preparation of the Company's financial statements and the independent auditors have the responsibility for the examination of those statements. Based on the above-mentioned review and discussions with the independent auditors and management, the Board of Directors approved the Company's audited consolidated financial statements and recommended that they be included in its Annual Report on Form 10-KSB for the year ended December 31, 2007, for filing with the Securities and Exchange Commission. The Board also approved the reappointment of Pollard-Kelley Auditing Services, Inc. as independent auditors.




12





SIGNATURES
 

In accordance with the Exchange Act, this report has been signed below by the following persons on our behalf and in the capacities and on the dates indicated.


 
Date:       May 2, 2008

Echo Resources, Inc.
(Registrant)
   
   
By:
/s/ Pieter DuRand
 
Pieter DuRand
 
President and  Directors
 
 
   

 

Pursuant to the requirements of the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name
 
Title
 
Date
         
/s/  Pieter DuRand 
 
 
 
 
Pieter DuRand    CEO, President & Director  
 May 2, 2008
 
13