energy.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2013
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _________ to _________
Commission file number: 333-167380
ENERGY TELECOM, INC.
(Exact name of registrant as specified in its charter)
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Florida
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65-0434332
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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3501-B N. Ponce de Leon Blvd., #393
St. Augustine, Florida 32084
(Address of principal executive offices) (zip code)
(904) 819-8995
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x
Note: The Company is a voluntary filer but has filed all reports it would have been required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months if it was a mandatory filer.
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,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x.
As of May 10, 2013, there were 8,864,541 and 600,000 shares of registrant’s class A and B common stock outstanding, respectively.
ENERGY TELECOM, INC.
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INDEX
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Page
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PART I.
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FINANCIAL INFORMATION
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ITEM 1
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Financial Statements
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Condensed balance sheets as of March 31, 2013 (unaudited) and December 31, 2012
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3
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Condensed statements of operations for the three months ended March 31, 2013 and 2012 (unaudited)
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4
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Condensed statement of changes in stockholders’ deficit for the three months ended March 31, 2013 (unaudited)
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5
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Condensed statements of cash flows for the three months ended March 31, 2013 and 2012 (unaudited)
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6
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Notes to condensed financial statements (unaudited)
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7-12
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ITEM 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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13-18
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ITEM 3.
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Quantitative and Qualitative Disclosures about Market Risk
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19
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ITEM 4.
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Controls and Procedures
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19-20
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PART II.
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OTHER INFORMATION
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ITEM 1.
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Legal Proceedings
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21
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ITEM 1A.
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Risk Factors
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21
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ITEM 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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21
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ITEM 3.
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Defaults Upon Senior Securities
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21
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ITEM 4.
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Mine Safety Disclosures
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21
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ITEM 5.
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Other Information
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21
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ITEM 6.
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Exhibits
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21
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SIGNATURES
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22
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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ENERGY TELECOM, INC.
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CONDENSED BALANCE SHEETS
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March 31,
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December 31,
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2013
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2012
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ASSETS
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(unaudited)
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CURRENT ASSETS
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Cash
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$ |
306,177 |
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$ |
216,479 |
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Accounts receivable, net
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61,500 |
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20,882 |
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Inventory
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18,420 |
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18,420 |
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Advances to suppliers
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- |
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33,300 |
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Total current assets
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386,097 |
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289,081 |
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Property and equipment, net
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3,106 |
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3,507 |
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Total assets
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$ |
389,203 |
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$ |
292,588 |
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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CURRENT LIABILITIES
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Accounts payable and accrued liabilities
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$ |
88,037 |
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$ |
62,570 |
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Stockholder notes payable
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12,486 |
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13,486 |
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Total current liabilities
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100,523 |
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76,056 |
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Derivative liability
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369,111 |
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345,875 |
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STOCKHOLDERS' DEFICIT
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Preferred stock, $0.001 par value; 10,000,000 shares authorized
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Series A Convertible preferred stock, $0.001 par value, 5,790 shares designated, 3,947 and 2,150 shares issued and outstanding as of March 31, 2013 and December 31, 2012, respectively
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4 |
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2 |
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Class A common stock, $0.0001 par value, 200,000,000 shares authorized, 8,834,541 and 8,884,415 shares issued and outstanding as of March 31, 2013 and December 31, 2012, respectively
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883 |
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888 |
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Class B common stock, no par value, 10,000,000 shares authorized, 600,000 shares issued and outstanding as of March 31, 2013 and December 31, 2012
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300,000 |
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300,000 |
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Additional paid in capital
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5,574,354 |
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5,532,549 |
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Accumulated deficit
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(5,955,672 |
) |
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(5,962,782 |
) |
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Total stockholders' deficit
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(80,431 |
) |
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(129,343 |
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Total liabilities and stockholders' deficit
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$ |
389,203 |
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$ |
292,588 |
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The accompanying notes are an integral part of these unaudited condensed financial statements
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ENERGY TELECOM, INC.
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CONDENSED STATEMENTS OF OPERATIONS
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(unaudited)
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Three months ended March 31,
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2013
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2012
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REVENUE:
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Sales
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$ |
61,500 |
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$ |
13,719 |
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Royalties
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- |
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3,032 |
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Total revenue
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61,500 |
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16,751 |
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COST OF GOODS SOLD
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50,703 |
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11,217 |
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Gross profit
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10,797 |
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5,534 |
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OPERATING EXPENSES:
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Selling, general and administrative expenses
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160,714 |
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171,431 |
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Depreciation
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401 |
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310 |
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Total operating expenses:
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161,115 |
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171,741 |
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Loss from operations
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(150,318 |
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(166,207 |
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OTHER INCOME (EXPENSE):
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Interest income
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78 |
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70 |
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Gain on change in fair value of derivative liabilities
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158,628 |
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- |
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Interest expense
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(1,278 |
) |
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(1,295 |
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Total other income (expense):
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157,428 |
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(1,225 |
) |
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Net income (loss) before provision for income taxes
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7,110 |
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(167,432 |
) |
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PROVISION FOR INCOME TAXES
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Income tax (benefit)
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- |
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- |
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NET INCOME (LOSS)
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$ |
7,110 |
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$ |
(167,432 |
) |
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Net income (loss) per common share, basic
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$ |
0.00 |
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$ |
(0.02 |
) |
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Net loss per common share, diluted
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$ |
(0.02 |
) |
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$ |
(0.02 |
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Weighted average number of common shares outstanding, basic
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8,855,982 |
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7,645,825 |
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Weighted average number of common shares outstanding, diluted
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9,994,102 |
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7,645,825 |
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The accompanying notes are an integral part of these unaudited condensed financial statements
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ENERGY TELECOM, INC.
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CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
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THREE MONTHS ENDED MARCH 31, 2013
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(unaudited)
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Additional
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Total
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Series A Convertible Preferred Stock
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Class A Common Stock
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Class B Common Stock
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Paid in
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Accumulated
|
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Stockholders' |
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Shares
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Amount
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Shares
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Amount
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Shares
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Amount
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Capital
|
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Deficit
|
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(Deficiency)
|
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Balance, December 31, 2012
|
|
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2,150 |
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$ |
2 |
|
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|
8,884,415 |
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$ |
888 |
|
|
|
600,000 |
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$ |
300,000 |
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$ |
5,532,549 |
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$ |
(5,962,782 |
) |
|
$ |
(129,343 |
) |
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Common stock issued for services rendered
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- |
|
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|
- |
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30,000 |
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3 |
|
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|
- |
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|
- |
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14,997 |
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|
- |
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15,000 |
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Common stock exchanged for Series A Convertible Preferred stock
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|
277 |
|
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|
- |
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(79,874 |
) |
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(8 |
) |
|
|
- |
|
|
|
- |
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|
8 |
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|
- |
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|
- |
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Sale of Series A Convertible Preferred stock
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|
|
1,520 |
|
|
|
2 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
151,998 |
|
|
|
- |
|
|
|
152,000 |
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Common stock issuable for officers compensation and services rendered
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
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|
56,666 |
|
|
|
- |
|
|
|
56,666 |
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Reclassify initial fair value of anti-dilution provisions of the Series A Convertible Preferred stock
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(181,864 |
) |
|
|
- |
|
|
|
(181,864 |
) |
|
Net income
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
7,110 |
|
|
|
7,110 |
|
| |
|
|
3,947 |
|
|
$ |
4 |
|
|
|
8,834,541 |
|
|
$ |
883 |
|
|
|
600,000 |
|
|
$ |
300,000 |
|
|
$ |
5,574,354 |
|
|
$ |
(5,955,672 |
) |
|
$ |
(80,431 |
) |
The accompanying notes are an integral part of these unaudited condensed financial statements
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ENERGY TELECOM, INC.
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CONDENSED STATEMENTS OF CASH FLOWS
|
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(unaudited)
|
|
| |
|
|
|
|
|
|
| |
|
Three months ended March 31,
|
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2013
|
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|
2012
|
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CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
7,110 |
|
|
$ |
(167,432 |
) |
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
|
|
|
|
|
|
|
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Depreciation expense
|
|
|
401 |
|
|
|
310 |
|
|
Common stock issued for services rendered
|
|
|
15,000 |
|
|
|
27,865 |
|
|
Common stock issuable for officer compensation and services rendered
|
|
|
56,666 |
|
|
|
50,500 |
|
|
Change in fair value of derivative liability
|
|
|
(158,628 |
) |
|
|
- |
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
(Increase) in accounts receivable
|
|
|
(40,618 |
) |
|
|
(11,440 |
) |
|
Decrease in advances to suppliers
|
|
|
14,100 |
|
|
|
- |
|
|
Increase in accounts payable and accrued liabilities
|
|
|
44,667 |
|
|
|
29,555 |
|
|
Net cash used in operating activities
|
|
|
(61,302 |
) |
|
|
(70,642 |
) |
| |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
- |
|
|
|
(1,642 |
) |
|
Net cash used in investing activities
|
|
|
- |
|
|
|
(1,642 |
) |
| |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of common stock
|
|
|
- |
|
|
|
349,790 |
|
|
Proceeds from sale of Series A convertible preferred stock
|
|
|
152,000 |
|
|
|
- |
|
|
Repayments of shareholder loans
|
|
|
(1,000 |
) |
|
|
- |
|
|
Net cash provided by financing activities
|
|
|
151,000 |
|
|
|
349,790 |
|
| |
|
|
|
|
|
|
|
|
|
Net increase in cash
|
|
|
89,698 |
|
|
|
277,506 |
|
| |
|
|
|
|
|
|
|
|
|
Cash - beginning of period
|
|
|
216,479 |
|
|
|
138,712 |
|
|
Cash - end of period
|
|
$ |
306,177 |
|
|
$ |
416,218 |
|
| |
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$ |
- |
|
|
$ |
- |
|
|
Income taxes paid
|
|
$ |
- |
|
|
$ |
- |
|
| |
|
|
|
|
|
|
|
|
|
Non cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
Common stock exchanged for Series A Convertible Preferred stock
|
|
$ |
8 |
|
|
$ |
- |
|
The accompanying notes are an integral part of these unaudited condensed financial statements
ENERGY TELECOM, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2013 AND 2012
(unaudited)
NOTE 1 — NATURE OF OPERATIONS/BASIS OF PRESENTATION
Energy Telecom, Inc. (the “Company”) is an intellectual property exploitation Company providing patent protection to its manufacturing business partners so they may manufacture, market, distribute and sell worldwide a family of eyewear products delivering a full range of audio and optical information to mobile workers and recreational eyewear users. The Company also manages and coordinates the process of its manufacturing business partners in manufacturing the product. The Company’s Class A common stock trades from time to time on the over-the-counter-bulletin-board under the symbol “ENRG.OB”.
During the year ended December 31, 2011, the Company transitioned from a development stage enterprise to an operating company, as the Company’s manufacturing partner, Samsin USA, began producing the telecom eyewear product for delivery to a consumer-retail distributor for resale. The Company recognizes revenue when the product is sold and shipped by the distributor. The safety model eyewear is currently being sold in the Personal Protective Equipment markets.
The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim condensed financial information and Rule 8-03 of Regulation S-X. Accordingly, these interim financial statements do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements.
All adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included in these unaudited interim condensed financial statements. Operating results for the three month period presented are not necessarily indicative of the results that may be expected for any other interim period or for the full year. The balance sheet at December 31, 2012 has been derived from audited financial statements. The unaudited interim condensed financial statements should be read in conjunction with the financial statements and footnotes thereto for the year ended December 31, 2012.
NOTE 2 - LIQUIDITY
The Company incurred various non-recurring expenses in 2012 and for the three months ended March 31, 2013 in connection with non-recurring patent expenses. As of March 31, 2013, the Company had working capital of approximately $286,000. As a result, the Company has sufficient capital resources to meet its projected cash flow requirements to conduct its proposed operations for at least the next 12 months. As of March 31, 2013, the Company had a backlog from customers of approximately $307,500, which will convert to sales over the next few months once the eyewear is shipped. The Company defines backlog as purchase orders from customers where the following conditions are met: (i) the sales price is fixed, (ii) the quantity is defined and (iii) a written contract, purchase order or documentary evidence exists representing a firm commitment by the customer and is likely to proceed. The dollar amount of backlog is not necessarily indicative of the Company’s future earnings related to the sales of its products due to factors outside its control, such as changes in customer procurement cycles. The Company cannot predict with certainty the portion of backlog orders to be sold in a period.
However, there can be no assurance that additional non-recurring expenses may be incurred during 2013 or that the Company will be successful in completing its business development plan.
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures in the financial statements. Accordingly, actual results could differ from these estimates.
ENERGY TELECOM, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2013 AND 2012
(unaudited)
Concentration of Credit Risks
The Company’s financial instrument that is exposed to a concentration of credit risk is cash. On occasion, the Company’s cash and cash equivalents in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management.
Patents
The Company’s patents (U.S. 5,717,479, U.S. 6,012,812, U.S. 6,950,531, U.S. 7,133,532, U.S. 8,243,973 and other international patents) which describe the general means for delivering sound through disposable sound attenuating components, are capitalized at the original cost, if purchased, or at the carrying basis of the transferor if contributed by an entity under common control. Patent costs are amortized using the straight-line method over their estimated period of benefit remaining. The Company evaluates the recoverability of patents annually taking into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. Costs of developing patents that are not specifically identifiable, that have indeterminate lives, or that are inherent in the continuation of the Company’s business are recognized as an expense when incurred.
Revenue Recognition
The Company recognizes revenue on four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the fee charged for services rendered and products delivered and the collectability of those fees. Revenue is generally recognized upon shipment.
Revenue recognized during the three months ended March 31, 2013 relates to sales of product of $61,500.
Revenue recognized during the three months ended March 31, 2012 relates to sales of product of $13,719 and royalties earned of $3,032.
Accounts Receivable
The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company’s estimate is based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. At March 31, 2013 and December 31, 2012, the Company has deemed that no allowance for doubtful accounts was necessary.
Property and Equipment
Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of three to five years.
Derivative Financial Instruments
The Company accounts for derivative instruments in accordance with ASC 815, “Derivatives and Hedging”, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value. Accounting for changes in the fair value of derivative instruments depends on whether the derivatives qualify as hedge relationships, and the types of relationships designated are based on the exposures hedged. The Company's derivative financial instruments consist of reset provisions related to Series A Convertible preferred stock. These embedded derivatives include certain conversion features and reset provisions. During the three months ended March 31, 2013, upon issuance, therefore, the initial determined fair values of the reset provisions of $181,864 were reclassified from equity to liability.
ENERGY TELECOM, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2013 AND 2012
(unaudited)
Share-Based Compensation
The Company follows the fair value recognition provisions of Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”) using the modified-prospective transition method. Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees using the stock price observed in the arms-length private placement transaction nearest the measurement date (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete.
ASC 718-10 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. In the Company’s pro forma information required under ASC 718- 10 for the periods prior to fiscal 2006, the Company accounted for forfeitures as they occurred.
Net Earnings (Loss) Per Common Share
The Company computes earnings per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Basic loss per share is computed by dividing the net loss attributable to the common stockholders (the numerator) by the weighted average number of shares of Class A common stock outstanding (the denominator) during the reporting periods. Diluted loss per share is computed by increasing the denominator by the weighted average number of additional shares that could have been outstanding from securities convertible into Class A common stock, such as Series A convertible preferred stock, stock options and warrants (using the “treasury stock” method), unless their effect on net loss per share is anti-dilutive. Class B common stock is not convertible into the Company’s Class A common stock. The effect of computing diluted loss per share is anti-dilutive and, as such, basic and diluted loss per share is the same for the three months ended March 31, 2012.
Recent Accounting Pronouncements
There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows.
NOTE 4 — FINANCIAL INSTRUMENTS
Fair Value Measurements
The Company measures and discloses the fair value of assets and liabilities required to be carried at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure.
ASC 825 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes three levels of inputs that may be used to measure fair value:
ENERGY TELECOM, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2013 AND 2012
(unaudited)
Level 1 - Quoted prices for identical assets or liabilities in active markets to which we have access at the measurement date.
Level 2 - Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 - Unobservable inputs for the asset or liability.
The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
For the three months ended March 31, 2013, the Company has determined that the only asset or liability measured at fair value is the derivative instrument related to an anti-dilution provision contained in Series A Convertible preferred stock and valued using level 3 inputs. The carrying amount of the Company's other assets and liabilities approximate fair value as of March 31, 2013 and December 31, 2012.
NOTE 5 — DERIVATIVE LIABILITY
The Company identified embedded derivatives related to the Series A Convertible preferred stock issued during three months ended March 31, 2013. These embedded derivatives included certain reset features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Series A Convertible preferred stock and to adjust the fair value as of each subsequent balance sheet date. At issuance date of the Series A Convertible preferred stock, the Company determined a fair value of $181,864 of the embedded derivative. The fair value of the embedded derivative was determined using the Binomial Lattice Model based on the following assumptions:
|
Dividend yield:
|
|
|
-0-%
|
|
Volatility
|
|
194.97% to 197.29 %
|
|
Risk free rate:
|
|
0.15 %
|
The initial fair value of the embedded debt derivative of $181,864 was reclassified from equity to liability at the date of inception.
The fair value of the described embedded derivative of $369,111 the aggregate issued Series A convertible preferred stock at March 31, 2013 was determined using the Binomial Lattice Model with the following assumptions:
|
Dividend yield:
|
|
|
-0- % |
|
Volatility
|
|
|
193.67 % |
|
Risk free rate:
|
|
|
0.14 % |
At March 31, 2013, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating gain of $158,628 for the three months ended March 31, 2013.
NOTE 6 — STOCKHOLDER NOTES PAYABLE
The Company has received financing from the Company’s founder, Chief Executive Officer, President and majority stockholder (the “officer/director”). No formal repayment terms or arrangements exist. The stockholder loans bear interest of 10% per annum, compounding annually and are due on demand.
The following table summarizes stockholder loans payable as of March 31, 2013 and December 31, 2012:
ENERGY TELECOM, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2013 AND 2012
(unaudited)
| |
|
March 31,
2013
|
|
|
December 31,
2012
|
|
|
Loans payable, due on demand, interest at 10%
|
|
$
|
12,486
|
|
|
$
|
13,486
|
|
|
Accrued interest
|
|
|
39,844
|
|
|
|
38,566
|
|
| |
|
$
|
52,330
|
|
|
$
|
52,052
|
|
The Company recognized interest expense associated with the loans of $1,278 and $1,295 for the three months ended March 31, 2013 and 2012, respectively.
NOTE 7 — STOCKHOLDERS’ EQUITY
Preferred stock
During the three months ended March 31, 2013, the Company sold 1,520 shares of Series A Convertible Preferred Stock for net proceeds of $152,000. In addition, the Company issued an aggregate of 277 shares of Series A Convertible Preferred Stock in exchange for the return and cancellation of 79,874 shares of its Class A common stock.
Common stock
Shares issued to consultants
During the three months ended March 31, 2013, the Company issued 30,000 shares of Class A common stock to consultants in exchange for services rendered with a fair value totaling $15,000.
Shares issuable to consultant and officer
During the three months ended March 31, 2013, the Company charged to operations $7,200 and $49,467 for 15,000 and 100,000 shares of Class A common stock issuable to consultants and officer in exchange for services rendered, respectively.
NOTE 8 — RELATED PARTY TRANSACTIONS
The Company has an operating lease agreement for office space with the Company's Chief Executive Officer and director who has agreed to sublet space to the Company for a fixed fee of $ $2,000 on a month-to-month basis. Total rent expense for the three months ended March 31, 2013 and 2012 was $6,000 and $8,250, respectively.
As discussed in Note 6, the Company has received financing from the Company’s Chief Executive Officer, director, founder and majority stockholder. The stockholder loans bear interest of 10% per annum, compounding annually and are due on demand.
NOTE 9 — CONCENTRATIONS
The Company’s revenues earned from sale of products and services for the three months ended March 31, 2013 and 2012 included an aggregate of 100% from one and two customers of the Company's total revenues, respectively. The Company’s purchases are from one manufacturer for the three months ended March 31, 2013 and 2012.
NOTE 10 — DEPENDENCY ON KEY MANAGEMENT
The future success or failure of the Company is dependent primarily upon the continued services and efforts of its Chief Executive Officer, director and founder. The ability of the Company to pursue its business strategy effectively will also depend upon, among other factors, the successful recruitment and retention of additional highly skilled and experienced managerial, marketing, engineering and technical personnel. There can be no assurance that the Company will be able to retain or recruit such personnel.
ENERGY TELECOM, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2013 AND 2012
(unaudited)
NOTE 11 — SUBSEQUENT EVENTS
On April 3, 2013, the Company issued an aggregate of 15,000 shares of its Class A common stock to consultants for services rendered valued at $7,200.
On April 25, 2013, the Company issued an aggregate of 15,000 shares of its Class A common stock to consultants for services rendered valued at $6,645.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect Management's current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.
Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to Management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing for materials, and competition.
Overview
We were incorporated on September 7, 1993 under the laws of the State of Florida as The Energy Corp. On April 24, 2004, we changed our name to Energy Telecom, Inc.
We hold U.S. and foreign patents allowing for the manufacture, marketing and distribution of a hands-free, wireless communication eyewear providing quality sound and noise attenuation. We have developed the world's first hands-free two-way, sound attenuating wireless telecommunication eyewear. The eyewear is designed for use on a recreational and professional basis. Our recreational eyewear is equipped with wireless two-way Bluetooth voice communication that is compatible with any cellular telephone that is Bluetooth enabled and is capable of streaming stereo music from any Bluetooth enabled music device. In addition, our eyewear works with handheld Bluetooth- enabled VHF and UHF walkie-talkies and Bluetooth adaptors. It contains built-in dual microphones to cancel out background noise and noise-isolating ear plugs that reduce noise levels by up to 42 decibels. In addition, the safety lenses come in clear, gray and amber colors, allowing them to be used indoor and outside.
We have a professional model, which is similar to the recreational model, but contains additional safety features and is intended to be marketed to the PPE markets for use by police, fire, rescue, military and security personnel as well as companies in bio-hazardous, mining, construction and heavy manufacturing that utilize VHF and UHF radio communication. We have obtained numerous certifications for our telecommunications eyewear. We have obtained the necessary certifications to sell our product as personal protective equipment. We contracted with Colts Laboratories, an independent testing facility that is accredited by the Safety Equipment Institute to complete and verify standard tests.
Within the PPE market, our telecommunication eyewear competes primarily in the markets represented by hearing and eye protection and communication headset products and will be targeted towards the following end-markets:
| |
●
|
Police and fire rescue, security services and military: To protect the eyes and ears during the use of firearms, explosives and other weaponry, to provide hands-free communication among personnel and allow for real-time viewing of intelligence;
|
| |
|
|
| |
●
|
Manufacturing: To protect workers from plant hazards such as industrial noise and flying particles that may cause eye injuries; and
|
| |
|
|
| |
●
|
Construction, Mining and Logging Operations: To protect workers from airborne dust and debris and construction equipment noise and to provide two-way, instant communication.
|
Current Operating Trends and Financial Highlights
Management currently considers the following events, trends and uncertainties to be important in understanding our results of operations and financial condition during the current fiscal year:
| |
●
|
In December 2012, Honeywell Safety Products began officially marketing and accepting orders for its UVEX AcoustiMaxx Stereo Bluetooth eyewear within Europe. We have been receiving purchase orders from Honeywell for sales made in the United States and Europe;
|
| |
|
|
| |
●
|
We have multiple patent applications pending in the United States and with the European Patent Office, and our patent counsel responds to comments on a regular basis to insure timely actions and filings. In addition, we have made the necessary filings to allow us to file patent applications in certain European and Asian counties if our pending patent applications are granted by the USPTO; and
|
| |
|
|
| |
●
|
Escalating tensions between North Korea and South Korea could disrupt our operations. The telecommunication eyewear frames are manufactured by Samsin Innotec, which has plants in South Korea. In addition, all the components are shipped to South Korea, where they are assembled and tested, and then shipped out as a product ready for sale.
|
Results of Operations
The following discussion of the financial condition and results of operations should be read in conjunction with the financial statements included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future.
Three months ended March 31, 2013 compared to the three months ended March 31, 2012
Revenue; Cost of Sales and Gross Profit
We generated $61,500 in revenues for the three months ended March 31, 2013 as compared to $16,751 for the three months ended March 31, 2012. Sales revenue for three months ended March 31, 2013 was $61,500 as compared to $13,719 for the same period last year. Revenues from royalties for the three months ended March 31, 2013 were $nil as compared to $3,032 for the three months ended March 31, 2012. Our revenue during the three months ended March 31, 2013 was from one customer (Honeywell) while our revenue during the three months ended March 31, 2012 was from two customers (Honeywell and Samsin). We have granted our manufacturing partner, Samsin USA, a non-exclusive right to sell our eyewear. Any sales made by Samsin are recorded as royalty payments, whereas any sales made to any of our other distribution partners are recorded as sales.
We expect to continue seeing a significant increase in revenue in 2013 as the eyewear product is being distributed and sold in the United States and Europe. Planning is underway to sell the eyewear in Australia, Canada and New Zealand in 2013. Our cost of sales was $50,703 for the three months ended March 31, 2013, netting us a gross profit of $10,797 compared to cost of sales of $11,217 for the three months ended March 31, 2012, netting us a gross profit of $5,534. The decrease in the percentage of gross profit to revenue in 2013 was because there was no cost of sales related to the $3,032 royalties earned during the three months ended March 31, 2012, and we had no royalties earned in 2013. Cost of sales relating to product sales include various product introduction costs, such as eyewear that was given away for free to potential vendors and distributors and sales made at a loss or at cost to obtain customer feedback.
Operating Expenses
For the three months ended March 31, 2013 and 2012, selling, general and administrative expenses totaled $160,714 and $171,431, respectively.
A summary comparison for the three months ended March 31, 2013 and 2012 is as follows:
| |
|
2013
|
|
|
2012
|
|
|
Professional fees
|
|
$
|
43,950
|
|
|
$
|
78,759
|
|
|
Office and utilities
|
|
|
14,977
|
|
|
|
14,747
|
|
|
Travel and promotion
|
|
|
6,862
|
|
|
|
4,517
|
|
|
Salaries and related taxes
|
|
|
9,851
|
|
|
|
9,902
|
|
|
Equity based compensation
|
|
|
49,467
|
|
|
|
50,500
|
|
|
Patents and trademarks
|
|
|
32,399
|
|
|
|
12,971
|
|
|
Other
|
|
|
3,207
|
|
|
|
35
|
|
|
Total
|
|
$
|
160,713
|
|
|
$
|
171,431
|
|
The primary decrease in selling, general and administrative expenses is due to reduction in professional fees from $78,759 for the three months ended March 31, 2012 to $43,950 for the current period, a reduction of $34,809. The primary reason for the decrease in professional fees was related to additional audit fees in 2012 due to change in auditors as compared the current period. Net with the decrease in professional fees, our patent and trademark expenses increased to $32,399 for the three months ended March 31, 2013 as compared to $12,971, an increase of $19,428. The primary reason for the increase in patent and trademark expenses was related to a new U.S. patent application filed, along with a patent cooperation treaty application filing covering 11 foreign countries related to a U.S. patent granted in 2012.
Depreciation
Deprecation for the three months ended March 31, 2013 was $401 as compared to $310 for the same period last year.
Other Income and Expenses
We sold Series A convertible preferred stock that contained certain anti-dilutive provisions. As such, we are required to record the fair value of these anti-dilutive provisions at the time issuance as a liability and mark to market to each reporting period. For the three months ended March 31, 2013, we recorded a gain on change in the fair value of these derivative liabilities of $158,628 as compared to $Nil in 2012.
For the three months ended March 31, 2013, we incurred $1,278 in interest expense, which was offset by $78 in interest income, compared to $1,295 in interest expense, which was offset by $70 in interest income, for the three months ended March 31, 2012.
Interest expense decreased by $17 primarily due to reductions in underlying related party notes payable.
Net Income (Loss)
For the three months ended March 31, 2013, we reported a net income of $7,110 ($0.00 per share of common stock) as a result of the foregoing, compared to a net loss of $167,432 ($0.02 per share of common stock) for the three months ended March 31, 2012.
Liquidity and Capital Resources
As of March 31, 2013, we had a working capital of $285,574. For the three months ended March 31, 2013, we used $61,302 in cash in operating activities. Cash provided by financing activities totaled $151,000, primarily from the issuance of Series A convertible preferred stock of $152,000, net with repayment of shareholder loans of $1,000. From time to time since our formation in 1993, we have sold shares to investors in private placement transactions. For the three months ended March 31, 2013, we sold 1,520 shares of our Series A convertible preferred stock for $152,000. Our Series A convertible preferred stock certain anti-dilution protection up to the first anniversary of the issuance date.
We expect capital expenditures during the next 12 months for marketing, advertising, inventory, equipment and overhead. We have sufficient funds to conduct our proposed operations for at least the next 12 months. However, depending on revenues, we may continue to seek additional equity investments. There can be no assurance that financing, if needed, will be available in amounts or on terms acceptable to us, if at all. During the three months ended March 31, 2013, we raised $152,000 from the sale of securities compared with $349,790 for the three months ended March 31, 2012. As we continue to increase operations and generate additional revenue, we believe it is more likely that investors would be willing to fund operations in the short-term, if needed.
As of March 31, 2013, we had working capital of $285,574. We currently use about $21,000 per month for continuing operations, which includes general operating expenses (office lease, utilities, salary and insurance), promotion and marketing (travel, entertainment, meals and website development), prototype development (parts, engineering and testing), and professional services (accounting, legal, professional and state fees and intellectual property fees), but excludes non-recurring patent expenses. Typically, our expenses are greater in the first fiscal quarter, resulting from increased legal and auditing fees relating to the preparation of our annual report, but our expenses may vary from period to period. We expect that our burn rate will remain relatively consistent for the next twelve months.
As of March 31, 2013, we had a backlog from customers of approximately $307,500, which will convert to sales over the next few months once the eyewear is shipped. We define backlog as purchase orders from customers where the following conditions are met: (i) the sales price is fixed, (ii) the quantity is defined and (iii) a written contract, purchase order or documentary evidence exists representing a firm commitment by the customer and is likely to proceed. The dollar amount of backlog is not necessarily indicative of our future earnings related to the sales of our products due to factors outside our control, such as changes in customer procurement cycles. We cannot predict with certainty the portion of backlog orders to be sold in a period.
We presently do not have any available credit, bank financing or other external sources of liquidity. Due to our historical operating losses, our operations have not been a source of liquidity. We may seek additional capital in order to develop operations and become profitable. In order to obtain capital, we may need to sell additional shares of common or preferred stock or borrow funds from private lenders pursuant to instruments which are junior to our outstanding secured debt instruments. There can be no assurance that we will be successful in obtaining additional funding.
Preferred Stock Financings
On November 5, 2012, we entered into a securities purchase agreement with Normandia Capital (“Normandia”) providing for the sale by us to Normandia of 1,150 shares of our series A convertible preferred stock (“Series A Preferred Stock”) at a price of $100 per share of Series A Preferred Stock for aggregate cash proceeds of $114,965 (the “November Financing”).
On January 9, 2013, but effective December 31, 2012, we entered into a securities purchase agreement with Tidal East Global Relief Fund 80160-0503-RR0001 (“Tidal East”) providing for the sale by us to Tidal East of 999.3 shares of Series A Preferred Stock at a price of $100 per share of Series A Preferred Stock for aggregate cash proceeds of $99,930 (the “December Financing”).
On February 11, 2013, we entered into exchange agreements with Normandia and Robert Kalfayan (“Kalfayan” and together with Normandia and Tidal East, the “Investors”), pursuant to which Normandia and Kalfayan exchanged an aggregate of 79,874 shares of our Class A common stock for an aggregate of 277 shares of Series A Preferred Stock.
On March 11, 2013, we entered into a securities purchase agreement with Normandia providing for the sale by us to Normandia of 1,520 shares of Series A Preferred Stock at a price of $100 per share of Series A Preferred Stock for aggregate cash proceeds of $152,000 (the “February Financing” and together with the November Financing and December Financing, the “Financings”).
Each share of Series A Preferred Stock has a stated value of $100 (the “Stated Value”). The Investors may convert, at any time, shares of Series A Preferred Stock into the number of shares of our Common Stock obtained by dividing the Stated Value by the Conversion Price then in effect. The conversion price is $0.3468, subject to adjustment (the “Conversion Price”).
Upon the occurrence of certain triggering events, the Investors have the right to require us to redeem all or a portion of the shares of Series A Preferred Stock. The redemption price is the greater of (A) the number of shares of Common Stock that the Series A Preferred Stock being redeemed are convertible into multiplied by the average market price on the date of redemption or (B) the Stated Value of the Series A Preferred Stock being redeemed multiplied by a Redemption Premium. The “Redemption Premium” is (A) 125% in the event that we fail to have the Common Stock be quoted on the OTC-QB or OTC-PK for a period of 10 days during any period of 12 months; (B) 250% in the event that we (1) fails to timely file an Annual Report on Form 10-K, an Quarterly Report on Form 10-Q or a Current Report on Form 8-K in the time periods that are required of a company with securities registered under Section 12 of the Securities Exchange Act of 1934 (a “Reporting Delinquency”) within the first year from the Investors acquiring Series A Preferred Stock or (2) we make any statement that we intend to not comply with proper requests for conversion of the Series A Preferred Stock; or (C) 200% in the event that we have a Reporting Delinquency after the first year from the closing date.
We have the right, at any time after two years from the closing date, to redeem all or a portion of the Series A Preferred Stock, upon 120 days prior written notice. The redemption price per share of Series A Preferred Stock shall equal 200% of the Stated Value. In addition, upon the occurrence of a change in control or a liquidation, dissolution or winding up of our company, the Investors have the right to receive, at their election, either 200% of the Stated Value per share of Series A Preferred Stock, or share in our assets being distributed on a pro rata basis as if the Series A Preferred Stock had been converted into shares of Common Stock.
Pursuant to the certificate of designation for the Series A Preferred Stock, the Investors may not convert Series A Preferred Stock if such conversion would result in such Investor beneficially owning in excess of 4.99% of our then issued and outstanding common stock. The Investors may, however, increase this limitation (but in no event exceed 9.99% of the number of shares of Common Stock issued and outstanding) by providing us with 61 days’ notice that such holder wishes to increase this limitation.
In connection with the Financings, we granted Normandia and Tidal East a right of first refusal on any proposed sale by us of any shares of common or preferred stock, except for certain exempted issuances. The right of first refusal is for the earlier of one year from the closing date of such Investor’s Financing or until such Investor no longer holds any of our securities. In addition, we granted Normandia and Tidal East piggyback registration rights for a period of two years from the closing date of such Investor’s Financing.
Loans Payable to Related Party
From time to time, we have received financing from Thomas Rickards, our Chief Executive Officer and sole Director. The stockholder loans bear interest of 10% per annum, compounding annually and are due on demand.
The following table summarizes stockholder notes payable as of March 31, 2013 (unaudited) and December 31, 2012:
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March 31,
2013
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|
|
December 31,
2012
|
|
|
Loans payable, due on demand, interest at 10%
|
|
$
|
12,486
|
|
|
$
|
13,486
|
|
|
Accrued interest
|
|
|
39,844
|
|
|
|
38,566
|
|
| |
|
$
|
52,330
|
|
|
$
|
52,052
|
|
Critical Accounting Policies
The accounting policies we identify as critical are as follows:
Revenue Recognition
We recognize revenue on four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (4) is based on management’s judgments regarding the fixed nature of the fee charged for services rendered and products delivered and the collectability of those fees. Revenue is earned for product shipped and sold by our distributor on a per unit basis or as royalties upon shipment by the manufacturer as third party sales.
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 and disclosures in the financial statements. Actual results could differ from those estimates.
Share-Based Compensation
Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. We measure the fair value of the share-based compensation issued to non-employees using the stock price observed in the arms-length private placement transaction nearest the measurement date (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered. The measurement date is the earlier of (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete.
Net Income (Loss) per Common Share
The Company computes earnings per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Basic income (loss) per share computed by dividing the net loss attributable to the common stockholders (the numerator) by the weighted average number of Class A shares of common stock outstanding (the denominator) during the reporting periods. Diluted loss per share is computed by increasing the denominator by the weighted average number of additional shares that could have been outstanding from securities convertible into Class A common stock, such as Series A convertible preferred stock, stock options and warrants (using the “treasury stock” method), unless their effect on net loss per share is antidilutive. Class B common stock is not convertible into the Company’s Class A common stock. The effect of computing diluted loss per share is antidilutive and, as such, basic and diluted loss per share is the same for the three months ended March 31, 2012.
Derivative Financial Instruments
We account for derivative instruments in accordance with ASC 815, “Derivatives and Hedging”, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value. Accounting for changes in the fair value of derivative instruments depends on whether the derivatives qualify as hedge relationships, and the types of relationships designated are based on the exposures hedged. Our derivative financial instruments consist of reset provisions related to Series A convertible preferred stock. These embedded derivatives include certain conversion features and reset provisions.
Recently Issued Accounting Pronouncements
There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on our financial position, results of operations or cash flows.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required under Regulation S-K for “smaller reporting companies.”
ITEM 4 - CONTROLS AND PROCEDURES
a) Evaluation of disclosure controls and procedures.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as a result of the material weaknesses described below, as of March 31, 2013, our disclosure controls and procedures are not designed at a reasonable assurance level and are ineffective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The material weaknesses, which relate to internal control over financial reporting, that were identified are:
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a)
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We did not have sufficient personnel in our accounting and financial reporting functions. As a result we were not able to achieve adequate separation of duties and were not able to provide for adequate reviewing of the financial statements. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis; and
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b)
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We did not maintain sufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of U.S. GAAP commensurate with out complexity and our financial accounting and reporting requirements. This control deficiency is pervasive in nature. Further, there is a reasonable possibility that material misstatements of the financial statements including disclosures will not be prevented or detected on a timely basis as a result.
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We are committed to improving our accounting and financial reporting functions. As part of this commitment, we will create a segregation of duties consistent with control objectives and will look to increase our personnel resources and technical accounting expertise within the accounting function as soon as our finances allow for additional personnel to appropriately address non-routine or complex accounting matters. In addition, we have engaged an outside consultant to provide additional knowledgeable personnel with technical accounting expertise to further support the current accounting personnel at the Company.
Management believes that hiring additional knowledgeable personnel with technical accounting expertise will remedy the following material weaknesses: (A) lack of sufficient personnel in our accounting and financial reporting functions to achieve adequate segregation of duties; and (B) insufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of US GAAP commensurate with our complexity and our financial accounting and reporting requirements.
Management believes that the hiring of additional personnel who have the technical expertise and knowledge with the non-routine or technical issues we have encountered in the past will result in both proper recording of these transactions and a much more knowledgeable finance department as a whole. Due to the fact that our accounting staff consists of a Chief Financial Officer and an accounting consultant, additional personnel will also ensure the proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support us if personnel turnover issues within the department occur. We believe this will greatly decrease any control and procedure issues we may encounter in the future.
We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
(b) Changes in internal control over financial reporting.
There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are currently not a party to any material legal proceedings or claims.
Item 1A. Risk Factors
Not required under Regulation S-K for “smaller reporting companies.”
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the quarter ended March 31, 2013, we issued an aggregate of 30,000 shares of Class A common stock to consultants in exchange for services rendered with an aggregate fair value of $15,000. The securities were issued in transactions pursuant to Section 4(2) and/or Regulation D under the Securities Act of 1933, as amended.
* All of the above offerings and sales were deemed to be exempt under either rule 506 of Regulation D and Section 4(2) or Rule 902 of Regulation S of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, business associates of Energy Telecom or executive officers of Energy Telecom, and transfer was restricted by Energy Telecom in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, we have made independent determinations that all of the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. Except as expressly set forth above, the individuals and entities to whom we issued securities as indicated in this section are unaffiliated with us.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures.
None.
Item 5. Other Information.
Item 6. Exhibits
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31.01
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Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.02
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Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.01
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Certifications 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.
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101 INS
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XBRL Instance Document*
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|
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101 SCH
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XBRL Taxonomy Extension Schema Document*
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101 CAL
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XBRL Taxonomy Calculation Linkbase Document*
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101 LAB
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XBRL Taxonomy Labels Linkbase Document*
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101 PRE
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XBRL Taxonomy Presentation Linkbase Document*
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|
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101 DEF
|
XBRL Taxonomy Extension Definition Linkbase Document*
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*
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Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
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SIGNATURES
Pursuant to the requirements 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.
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ENERGY TELECOM, INC.
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Date: May 13, 2013
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By:
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/s/ THOMAS RICKARDS
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Thomas Rickards
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Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
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22