10-Q 1 f10q0309_echo.htm QUARTERLY REPORT f10q0309_echo.htm
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

Form 10-Q
 
(Mark one)
x    Quarterly  Report Under Section 13 or 15(d) of The Securities  Exchange Act of 1934

For the quarterly period ended March 31, 2009

o   Transition Report Under Section 13 or 15(d) of The Securities  Exchange Act of 1934

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 jurisdiction of incorporation)
 
(Commission file number)
 
(IRS Employer Identification No.)
 
500 Australian Avenue South, Suite 700
West Palm Beach FL33401

(Address of principal executive offices)(Zip Code)
 
Registrant's telephone number, including area code: (561) 616-4146
 
N/A

(Former name or former address, if changes since last report)
 
Indicate by check mark whether the issuer (1) has filed all reports  required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o.
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 each shorter period that the registrant was required to submit and post such files).  Yes o  No o

Indicate by check mark whether the registrant is an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
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 x  No  o
 
APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

As of May 12, 2009,  there were  approximately  5,539,040  shares of the Issuer's common stock, par value $0.00005 per share outstanding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this quarterly report on Form 10-Q contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors including the risk factors set forth in our Form 10-KSB. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this quarterly report in its entirety, including but not limited to our financial statements and the notes thereto. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.


 
INDEX

 
PART I. - FINANCIAL INFORMATION
   
Item 1
Financial Statements (Unaudited)
   
Item 2
Management's Discussion and Analysis or Plan of Operations
   
Item 3
Quantitative and Qualitative Disclosures About Market Risk
   
Item 4
Controls and Procedures
   
PART II. - OTHER INFORMATION
   
Item 1
Legal Proceedings
   
Item 1A
Risk Factors
   
Item 2
Unregistered Sales of Equity Securities and the Use of Proceeds
   
Item 3
Defaults upon Senior Securities
   
Item 4
Submission of matters to a Vote of Security Holders
   
Item 5
Other information
   
Item 6
Exhibits
   
SIGNATURES 
 
INDEX TO EXHIBITS
 
 


 
 
 
INDEX TO FINANCIAL STATEMENTS
 

   
Balance Sheet
F-2
   
Statements of Operations
F-3
   
Statements of Stockholders’ Equity
F-4
   
Statements of Cash Flows
F-5
   
Notes to Financial Statement
F-6

 



 
 
Echo Resources, Inc.
(a development stage enterprise)
Balance Sheet
March 31,
(Unaudited)
   
2009
 
       
ASSETS
 
CURRENT ASSETS
     
  Cash
  $ 4,222  
  Accounts receivable
    0  
         
          Total current assets
    4,222  
         
OTHER ASSETS
       
   Mining claim interest
    0  
         
          Total other assets
    0  
         
Total Assets
  $ 4,222  
         
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
CURRENT LIABILITIES
       
  Accounts payable
       
     Accrued interest
  $ 46,082  
     Note payable
    197,671  
         
          Total current liabilities
    243,753  
         
Total Liabilities
    243,753  
         
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
    (655,618 )
         
          Total stockholders’ equity
    (239,531 )
         
Total Liabilities and  Stockholders’ Equity
  $ 4,222  
         


The accompanying notes are an integral part of the financial statements
F-2




Echo Resources, Inc.
(a development stage enterprise)
Statements of Operations
Three Months Ended March 31,
(Unaudited)

   
2009
   
^2008
 
             
REVENUES
  $ 0     $ 0  
                 
OPERATING EXPENSES:
               
   General and administrative expenses
    8,400       3,690  
   Professional fees
    11,750       11,000  
                 
          Total expenses
    20,150       14,690  
                 
Interest expense
    25,988       15,955  
                 
Net income (loss)
  $ (46,138 )   $ (30,645 )
                 
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-3



 


Echo Resources, Inc.
(a development stage enterprise)
 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 )
Beneficial Conversion Feature Discount
    0       0       0       35,001       35,001  
Net loss
    0       0       0       (91,093 )     (91,093 )
                                         
BALANCE, December 31, 2008
    5,539,040       277       415,810       (619,480 )     (203,393 )
Beneficial Conversion Feature Discount
    0       0       0       10,000       10,000  
Net loss
    0       0       0       (46,138 )     (46,138 )
ENDING BALANCE, March 31, 2009 (unaudited)
    5,539,040     $ 277     $ 415,810     $ (655,618 )   $ (239,531 )
                                         


The accompanying notes are an integral part of the financial statements
F-4



 
Echo Resources, Inc.
(a development stage enterprise)
Statements of Cash Flows
Three Months Ended March 31,
(Unaudited)

   
2008
   
2007
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss
  $ (46,138 )   $ (30,645 )
Adjustments to reconcile net loss to net cash used by operating activities:
               
        Amortization of beneficial conversion feature discount
    22,534       13,085  
Changes in operating assets and liabilities
               
        Increase (decrease) in accounts payable - trade
    0       0  
        Increase (decrease) in accrued interest expense
    3,454       2,870  
                 
Net cash provided (used) by operating activities
    (20,150 )     (14,690 )
                 
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
    10,000       0  
                 
Net cash provided by financing activities
    10,000       0  
                 
Net increase (decrease) in cash
    (10,150 )     (14,690 )
                 
CASH, beginning of period
    14,371       19,846  
                 
CASH, end of period
  $ 4,221     $ 5,156  
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Non-Cash Financing Activities:
               
   Exchange of assets for reduction in notes payable
  $ 0     $ 0  

 
The accompanying notes are an integral part of the financial statements
F-5

 

 
Echo Resources, Inc.
(a development stage enterprise)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

Note 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 
(a) The Company Echo Resources, Inc. is a Delaware chartered development stage corporation which conducts business from its headquarters in West Palm Beach, Florida.

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 may issue 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.

(g)  Interim financial information The financial statements for the three months ended March 31, 2009 and 2008 are unaudited and include all adjustments which in the opinion of management are necessary for fair presentation, and such adjustments are of a normal and recurring nature. The results for the three months are not indicative of a full year results.

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 $655,618 accumulated through March 31, 2009. 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

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:
 
 
F-6


 
Echo Resources, Inc.
(a development stage enterprise)
NOTES TO FINANCIAL STATEMENTS

NOTE 3 - NOTES PAYABLE, continued

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:

On December 29, 2008, the Company and the lender entered into an extension and modification of the two notes, into 1 note with a new maturity of December 31, 2010 and an increase of the principal balance from a combined $200,000 to a total of $400,000.
 
    Notes Payable  
Gross proceeds from notes
  $ 257,000  
Less: Loan set-off
    (50,000 )
Less: Beneficial conversion feature
    (207,000 )
Add: Amortization of discount
    197,671  
Value of note on March 31, 2009
  $ 197,671  
 
 
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.


F-7



Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our Financial Statements and Notes thereto appearing elsewhere in this Report on Form 10-Q as well as our other SEC filings.

Overview

The Company is a development stage company and has not yet generated or realized any revenues from business operations. The Company's business strategy changed in the third quarter 2007 to seeking potential merger candidates. 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 currently anticipated. 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."

Comparison of Operating Results for the Quarter Ended March 31, 2009 to the Quarter Ended March 31, 2008

Revenues

The Company did not generate any revenues from operations for the three months ended March 31, 2009 or 2008. 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 and cost increases in services.

Operating Expenses

Operating expenses increased by $4,195 from $15,955 for the three months ended March 31, 2008 to $20,150 for the three months ended March 31, 2009. The increase in our operating expenses is due to increased professional fees and general and administrative expenses incurred.

Interest Expense

Interest expense for the three months ended March 31, 2009 and 2008 was $25,988 and $15,955, respectively. The increase is due to an increase in beneficial conversion discount amortization.


-1-


Net Income/Loss

Net loss increased by $15,493 from net loss of $30,645 for the three months ended March 31, 2008 to a net loss of $46,138 for the three months ended March 31, 2009. The increase in net operating loss is due to the increase in amortization of beneficial conversion feature for convertible notes and increase in operating expenses
 
At March 31, 2009, our accumulated deficit was $655,618.
 
Assets and Liabilities
 
Our total assets were $4,222 at March 31, 2009. Our assets consist of cash of $4,222.
 
Total Current Liabilities are $253,082 at March 31, 2009. Our notes payable are for $207,000. The notes were discounted by $207,000 for their beneficial conversion features. At March 31, 2009, $197,671 of the discount has been amortized.
 
Financial Condition, Liquidity and Capital Resources
 
At March 31, 2009, we had cash and cash equivalents of $4,222. Our working capital is presently minimal and there can be no assurance that our financial condition will improve. To date, 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 have entered into two Convertible Promissory Notes ("Notes") with Confederated for the principal sum or so much of the principal sum of Two Hundred Thousand Dollars ($200,000) 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. On December 29, 2008, the Company and the lender entered into an extension and modification of the two notes, into 1 note with a new maturity of December 31, 2010 and an increase of the principal balance from a combined $200,000 to a total of $400,000.
 
As of March 31, 2009, we had a working capital deficit of $239,531. At March 31, 2009, we had no outstanding debt other than convertible notes payable to Confederated and 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.

 
-2-

 
 
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 $193,000 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.
 
Plan of Operation
 
The Company's plan of operation through December 31, 2009 is to focus on finding a suitable merger candidate or a viable business plan. The Company is seeking to raise capital to implement the Company's business strategy. In the event additional capital is not raised, the Company may seek a merger, acquisition or outright sale.
 
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 March 31, 2009 and 2008.
 
 
-3-

 
Going Concern.
 
The Company has suffered recurring losses from operations and is in serious need of additional financing. These factors among others indicate that the Company may be unable to continue as a going concern, particularly in the event that it cannot obtain additional financing or, in the alternative, affect a merger or acquisition. The Company's continuation as a going concern depends upon its ability to generate sufficient cash flow to conduct its operations and its ability to obtain additional sources of capital and financing. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.
 
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
 
The Company is not subject to any specific market risk other than that encountered by any other public company related to being publicly traded.

Item 4T - Controls and Procedures

Our management, which includes our Chief Executive Officer who also serves as our principal financial officer, have conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-14(c) promulgated under the Securities and Exchange Act of 1934, as amended) as of a date (the "Evaluation Date") as of the end of the period covered by this report. Based upon that evaluation, during 2008, our management concluded that our disclosure controls and procedures were not effective for timely gathering, analyzing and disclosing the information we are required to disclose in our reports filed under the Securities Exchange Act of 1934, as amended, because of adjustments required by our independent auditors, primarily in the area of notes payable. Specifically, our independent auditors identified deficiencies in our internal controls and disclosures related to the valuation and amortization of beneficial conversion features on our notes payable. We have made the necessary adjustments to our financial statements and footnote disclosures in our Interim Report on Form 10-Q. We believe that our disclosure controls and procedures are now effective based upon the conduct of our evaluation for the period ended March 31, 2009. We are continually in the process of improving our internal controls in an effort to discover and remediate any deficiencies prior to filing any report. There have been no significant changes made in our internal controls or in other factors that could significantly affect our internal controls subsequent to the end of the period covered by this report based on such evaluation.
 
 
-4-


 
PART II
OTHER INFORMATION

 
Item 1   Legal Proceedings

None.


None.

Item 3   Defaults Upon Senior Securities

None

Item 4   Submission of Matters to a Vote of Security Holders

None


None

Item 6   Exhibits
 
(a) The following  sets forth those  exhibits filed pursuant to Item 601 of Regulation S-K:
 
Exhibit
 
No.
Description
   
31.1
* Certification of the Chief Executive Officer, dated May 15, 2009, pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
   
31.2  * Certification of the Acting Chief Financial Officer, dated May 15, 2009, pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
   
32.1
* Certification Chief Executive Officer, dated May 15, 2009, pursuant to Section 906 of Sarbanes-Oxley Act of 2002
   
32.2  * Certification Acting Chief Financial Officer, dated May 15, 2009, pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
 
------------
*    Filed herewith.

(b) The following  sets forth the  Company's  reports on Form 8-K that have been filed during the quarter for which this report is filed:

None.

-5-




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 thereunto duly authorized.

 
  Echo Resources, Inc.  
       
Date: May 15, 2009
By:
/s/  Pieter DuRand  
    Pieter DuRand  
    Chief Executive Officer,  
    President and Chairman of the Board*  

 
 
 

 
 
-6-