10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2017

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 000-55177

THE GO ECO GROUP

(Exact name of registrant as specified in its charter)

Nevada	27-4715504
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

15 Elvis Boulevard
Chester, New York	10918
(Address of principal executive offices)	(Zip Code)

(845) 610-3817

(Registrant's telephone number including area code)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the 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   ☐ No

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   ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller Reporting Company	☒
Emerging Growth Company	☐
(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):     Yes o No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 21,070,394 shares of common stock issued and outstanding as of February 9, 2017.

TABLE OF CONTENTS

Item #	Description	Page Numbers
	PART I
ITEM 1	FINANCIAL STATEMENTS	3
ITEM 2	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
ITEM 4	CONTROLS AND PROCEDURES	15
	PART II	16
ITEM 1	LEGAL PROCEEDINGS	16
ITEM 1A	RISK FACTORS	16
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	16
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	16
ITEM 4	MINE SAFETY DISCLOSURES	16
ITEM 5	OTHER INFORMATION	16
ITEM 6	EXHIBITS	17
	SIGNATURES	18

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Securities and Exchange Commission ("SEC") encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions.  This report contains these types of statements.  Words such as "may," "expect," "believe," "anticipate," "estimate," "project," or "continue" or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

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PART I:   FINANCIAL INFORMATION

ITEM 1:FINANCIAL STATEMENTS

THE GO ECO GROUP

(f/k/a LIBERATED ENERGY, INC.)

BALANCE SHEETS

(Unaudited)

	December 31,			September 30,
	2017			2017
ASSETS
Current assets
Cash	$	33,148		$	67,353
Total current assets		33,148			67,353
Total assets	$	33,148		$	67,353
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	154,123		$	133,970
Note payable- JV		25,000
Convertible notes payable		965,276			973,086
Total liabilities		1,144,398			1,107,056
Stockholders' deficit
Preferred shares, par value $0.001. 100,000,000 authorized; 10,000,000 issued and outstanding		10,000			10,000
Common stock, par value $0.001, authorized 2,000,000,000, issued and outstanding 18,711,869 and 14,468,303 as of December 31, 2017 and September 30, 2017, respectively		18,712			14.468
Additional paid-in capital		1,814,805			1,801,619
Accumulated deficit		(2,954,768	)		(2,865,790	)
Total stockholders' deficit		(1,111,250	)		(1,039,702	)
Total liabilities and stockholders' (deficit)	$	33,148		$	67,353

The accompanying notes are an integral part of the unaudited financial statements.

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THE GO ECO GROUP

(f/k/a LIBERATED ENERGY, INC.)

STATEMENTS OF OPERATIONS

FOR THREE MONTHS ENDED DECEMBER 31,

(UNAUDITED)

	Three Months
	2017			2016
Operating expenses:
Selling, general and administrative expenses		68,825			362,124
Loss from operations		(68,825	)		(362,124	)
Other Income(expense)
Other income		--			3
Note discount fees		--			(57,800	)
Interest expense		(20,153	)		(41,585	)
Total other income (expense)		(20,153	)		(99,382	)
Net loss	$	(88,918	)	$	(461,506	)
Net loss per common share basic and diluted	$	(0.00	)	$	(0.21	)
Weighted average number of common shares outstanding		15,296,068			2,109,821

The accompanying notes are an integral part of the unaudited financial statements.

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THE GO ECO GROUP

(f/k/a LIBERATED ENERGY, INC.)

STATEMENTS OF CASH FLOWS

FOR THE  THREE MONTHS ENDED DECEMBER 31,

(Unaudited)

	2017			2016
Cash Flows From Operating Activities:
Net loss	$	(88,978	)	$	(461,506	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		4,620			275,000
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		20,153			41,585
Net cash used in operating activities		(64,205	)		(144,421	)
Cash Flows from Investing Activities
Loan to Eco Cab		--			(182,520	)
Net cash used in investing activities		--			(182,520	)
Cash Flows From Financing Activities:
Debt issued to JV for funds		25,000			--
Proceeds from issuance of convertible debt		5,000			412,800
Net cash provided by financing activities		30,000			412,800
Net change in cash		(34,205	)		85,859
Cash at beginning of period		67,353			1,804
Cash at end of period	$	33,148		$	87,633
Non-Cash Financing Activities:
Common stock issued for convertible debt conversion	$	12,810		$	2,676

The accompanying notes are an integral part of the unaudited financial statements.

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THE GO ECO GROUP

(f/k/a LIBERATED ENERGY, INC)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION AND ORGANIZATION

The Go Eco Group (formally Liberated Energy), Inc. (the "Company"), formerly known as Mega World Food Holdings Company is a Nevada corporation formed on September 14, 2010.

On January 19, 2013, pursuant to a Common Stock Purchase Agreement, dated January 7, 2013, Perpetual Wind Power Corporation, a privately held corporation formed under the laws of the State of Delaware on July 1, 2010, acquired 24,500,000 non-registered shares of the Company from its shareholders, thereby owning 24,500,000 out of a total of 25,000,000 issued and outstanding shares of the Company. Thereafter, the Company acquired from Perpetual Wind Power Corporation its patented wind and solar powered turbine technology for 2,500,000 newly issued shares of the Company which were distributed in a dividend to its shareholders and Perpetual Wind Power Corporation returned to treasury its 24,500,000 shares it acquired from the Company's shareholders. As a result of this transaction, the Company had on January 19, 2013, 3,000,000 shares issued and outstanding. On February 14, 2013, the Company changed its name from Mega World Food Holding Company to Liberated Energy, Inc. and underwent a 24 for 1 stock split, whereby the Company's outstanding shares increased from 3,000,000 to 72,000,000.

On January 19, 2013, the Company disposed of its wholly-owned subsidiary, Mega World Food Limited (HK).  Mega World Food Limited (HK) was incorporated on June 24, 2010 and was in the business of selling frozen vegetables in all areas of the world except China.  From inception, Mega World Food Limited (HK) only incurred setting up, formation or organization activities.  Upon disposal, the Company ceased these operations and accordingly, the Company's financial statements have been prepared with the net assets, results of operations, and cash flows of this business displayed separately as "discontinued operations."

Effective January 19, 2013, the Company's business is the sale of alternative energy products and services.

On February 4, 2015 the Company increased their number of authorized preferred shares from 10,000,000 to 100,000,000 and authorized common shares from 250,000,000 to 900,000,000.

On July 6, 2016, the Company adopted a 1-for-3,500 reverse split of the Company's common stock.

On September 14, 2016, the Company entered into an agreement with Ron Knori (Kroni) Owner of EcoCab Portland, LLC by which the Company will acquire all outstanding ECGLLC membership interest for a 20% non-dilutive interest of the outstanding shares of the Company with the first closing of the agreement. The foregoing agreement was amended on October 11, 2016 and the Company also entered into an Addendum to the amended agreement.   The foregoing agreement and transaction described therein has not been completed as of the date of this report and there is no assurance that the transaction will ever be completed and the Company is contemplating rescinding the agreement and initiating suit against Knori.

On January 27, 2017, the Company reduced the authorized shares of common stock from 10,000,000,000 to 2,000,000,000 and changed the name from Liberated Energy, Inc to The Go Eco Group.

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On March 6, 2017, the Company terminated the agreements with Ron Knori and EcoCab based upon breach of contract, fraud, fraudulent inducement, fraud in the factum, negligent misrepresentation, misrepresentation, contractual interference, breach of fiduciary duty, negligence, and conversion, all of which were perpetrated by Ron Knori, individually, and in his capacity as manager of EcoCab.

On December 31, 2017 the Company entered into a joint venture agreement to sell products produced by the Company. The Company will hold a 65% common membership interest for $100 in consideration.

Basis of Presentation

The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required to be included in a complete set of financial statements in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2017. The accompanying unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company's 2016 Annual Report filed with the SEC for yearend September 30, 2016.

NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements, the Company has a negative working capital of $1,111,250 and an accumulated deficit of $2,954,768 as of December 31, 2017. The Company's ability to generate net income and positive cash flows is dependent on the ability to grow its operating entity as well as the ability to raise additional capital. Management is following strategic plans to accomplish these objectives, but success is not guaranteed. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The Company maintains its books and records on the accrual basis of accounting.  The accompanying financial statements have been prepared on that basis, in which revenues and gains are recognized when earned and expenses and losses are recognized when incurred.

Use of Estimates

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

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Cash and Cash Equivalents

For the purpose of the statement of cash flows, cash and cash equivalents include all cash balances, which are not subject to withdrawal restrictions or penalties, and highly liquid investments and debt instruments with a maturity of three months or less from the date of purchase.

Fair Value of Financial Instruments

Our short-term financial instruments, including cash, other assets and accounts payable and accrued expenses consist primarily of instruments without extended maturities, the fair value of which, based on management's estimates, reasonably approximate their book value. The fair value of our notes and advances payable is based on management estimates and reasonably approximates their book value based on their current maturity.

Net Loss per Common Share

The Company computes per share amounts in accordance with Statement of Financial Accounting Standards (SFAS) ASC 260, Earnings per Share (EPS). ASC 260 requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods.

Stock-Based Compensation

The Company accounts for its stock based awards in accordance with Accounting Standards Codification subtopic 718-10, Compensation ("ASC 718-10"), which requires a fair value measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors, including restricted stock awards. We estimate the fair value of stock using the stock price on date of the approval of the award. The fair value is then expensed over the requisite service periods of the awards, which is generally the date at which the counterparty's performance is complete and the related amount recognized in our statements of operations.

Revenue and Cost Recognition

The Company did not generate revenue during the three months period ended December 31, 2017 and 2016 periods. It is the Company's policy that revenue from product sales or services will be recognized in accordance with ASC 605 "Revenue Recognition". Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and 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 selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product was not delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

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Income Taxes

The Company utilizes ASC 740 "Income Taxes" which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes primarily relate to the recognition of debt costs and stock based compensation expense. The adoption of ASC 740-10 did not have a material impact on the Company's results of operations or financial condition.

NOTE 4 – FAIR VALUE MEASUREMENTS

As defined in (Financial Accounting Standards Board ASC 820), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The Company's financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Financial assets and liabilities recorded at fair value in our condensed consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

Level 1— Quoted market prices in active markets for identical assets or liabilities at the measurement date.

Level 2— quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

Level 3— Inputs reflecting management's best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

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NOTE5- EQUITY

During the three months ended December 31, 2016 the Company issued 1,650,000 shares of commons stock with a value of $275,000 to four entities for services.

During the three months ended December 31, 2016 the Company received 1,000,000 shares back for an entity and issued 90,000 as its replacement for a note payable and unissued stock

During the three months ended December 31, 2016, the Company issued 53,507 shares of common stock with a value of $2,676 for convertible debt.

During the three months ended December 31, 2017, the Company issued 3,543,586 shares of common stock with a value of $12,810 for convertible debt.

During the three months ended December 31, 2017, the Company issued 700,000 shares of common stock with a value of $4,620 for service.

NOTE6– CONVERTIBLE DEBT

Carebourn Capital

On November 5, 2015, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $28,000 with an interest rate of 12% per annum. The note matures on August 5, 2016.  The note is convertible by the holder at a discount of 50% of the lowest trading price of the Company's stock for the 20 days prior to the conversion.

On December 21, 2015, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $21,000 with an interest rate of 12% per annum. The note matures on September 16, 2016.  The note is convertible by the holder at a discount of 50% of the lowest trading price of the Company's stock for the 20 days prior to the conversion.

On March 11, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $18,000 with net proceeds of $15,000 and with an interest rate of 12% per annum. The note matures on December 11, 2016.  The note is convertible by the holder at a discount of 50% of the lowest trading price of the Company's stock for the 20 days prior to the conversion.

On July 25, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $23,000 with an interest rate of 12% per annum. The note matures on July 25, 20172017.  The note is convertible by the holder at a discount of 45% of the lowest three trading price of the Company's stock for the 20 days prior to the conversion.

On September 7, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $197,363,70 less legal fees of $8,000 with an interest rate of 12% per annum. The note matures on September 7, 20172017.  The note is convertible by the holder at a discount of 50% of the lowest three trading price of the Company's stock for the 20 days prior to the conversion.

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On October 13, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $237,475 less an original discount of $30,975 plus transaction fees of $6,500 for a net advanced of $200,000.  The note bears an interest rate of 12% per annum. The note matures on October 3, 2017.  The note is convertible by the holder at a discount of 45% of the lowest three trading price of the Company's stock for the 20 days prior to the conversion. On September 15, 2016 $85,000 was returned to Carebourn reducing the principal balance to $115,114.

On December 13, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $98,325 less an original discount of $12,825 for a net advanced of $80,000.  The note bears an interest rate of 12% per annum. The note matures on December 13, 2018.  The note is convertible by the holder at a discount of 45% of the lowest three trading price of the Company's stock for the 20 days prior to the conversion.

As of December 31, 2017, the Company owed Carebourn capital $522,510 in principal and interest of $94,437 for a total of $616,947.

Power Up Lending

On December 13, 2016, the Company issued a Convertible Note to Power Up Lending Group Ltd for a principle amount of $77,000 less legal fees of $2,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on September 28, 2017.  The note is convertible by the holder at a discount of 48% of the lowest three trading price of the Company's stock for the 10 days prior to the conversion.

As of December 31, 2017, the Company owed Power Up lending $139,650 in principal and $5,526 in interest for a total of $145.176.

Crown Bridge Partners

On August 21, 2017, the Company issued a Convertible Note to Crown Bridge Partners for a principle amount of $33,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on December 5, 2017.  The note is convertible by the holder at a discount of 48% of the lowest three trading price of the Company's stock for the 10 days prior to the conversion

As of December 31, 2017, the Company owed Crown Bridge Partners $40,000 in principal and $1,116 in interest for a total of $41,116.

Management has reviewed the terms of the convertible instruments to determine their fair value. After reviewing the characteristic and the value of the conversion, Management has determined based on note conversion history that the conversion value is equal or less than par value of the shares used for conversion thus determining that the fair value of the notes is equal to their face value.

On September 15, 2016, LG Capital, LLC filed a lawsuit against the Company. The filing alleges that the Company has defaulted on several unpaid loans from LG Capital to the Company with the total claim against the Company of $279,730.56. The Company negotiated in good faith with LG Capital to settle the debt but to no avail. After reviewing the claim filed by LG Capital, it is the opinion of Company Management that the Company's outstanding liability to LG Capital has been fully recognized and accounted for in the financial statements of the Company.

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NOTE 7 – JOINT VENTRUE AGREEEMNT

On December 21, 2017 the Company entered into a joint venture agreement to develop, market and sell products, services and technology based on a web-enabled light guard system. The Company granted the joint venture an irrevocable royalty free non-exclusive license to use all of the Company's direct and/or licensed intellectual property necessary for the joint venture to develop and sell the system. Under the terms of the agreement the Company will hold a 65% common membership interest for an initial capital contribution of $100.  The joint venture partner contributed $25,000 plus software developed to enhance the Company's product at a cost of $65,000 to the Joint Venture.

NOTE 8 – SUBSEQUENT EVENTS

In January 2018 the Company issued 2,358,505 shares of common stock for the conversion of $5,065 of convertible debt to equity.

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ITEM 2:MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING INFORMATION

This section and other parts of this Form 10-Q quarterly report includes "forward-looking statements", that involves risks and uncertainties. All statements other than statements of historical facts, included in this Form 10-Q that address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.

Overview

Go Eco Group, (formally Liberated Energy, Inc.) is a Nevada corporation formed on September 14, 2011.  We were incorporated as Mega World Food Holding Company for the purpose of selling frozen vegetable products in all areas of the world except China.

On January 19, 2013, pursuant to a Common Stock Purchase Agreement, dated January 7, 2013, Perpetual Wind Power Corporation, a privately held corporation formed under the laws of the State of Delaware on July 1, 2010, acquired 24,500,000 non-registered shares of the Company from its shareholders, thereby owning 24,500,000 out of a total of 25,000,000 issued and outstanding shares of the Company. Thereafter, the Company acquired from Perpetual Wind Power Corporation its patented wind and solar powered turbine technology for 2,500,000 newly issued shares of the Company which were distributed in a dividend to its shareholders and Perpetual Wind Power Corporation returned to treasury its 24,500,000 shares it acquired from the Company's shareholders. As a result of this transaction, the Company had on January 19, 2013, 3,000,000 shares issued and outstanding. On February 14, 2013, the Company changed its name from Mega World Food Holding Company to Liberated Energy, Inc. and underwent a 24 for 1 stock split, whereby the Company's outstanding shares increased from 3,000,000 to 72,000,000.

On February 4, 2015 the Company increased their number of authorized preferred shares from 10,000,000 to 100,000,000 and authorized common shares from 250,000,000 to 900,000,000.

On July 6, 2016, the Company affected a 1-for-3,500 reverse split of the Company's common stock.

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On September 14, 2016, the Company entered into an agreement with Ron Knori (Kroni) Owner of EcoCab Portland, LLC by which the Company will required all outstanding ECGLLC membership interest for a 20% non-dilutive interest of the outstanding shares of the Company with the first closing of the agreement. The foregoing agreement was amended on October 11, 2016 and the Company also entered into an Addendum to the amended agreement.  The foregoing agreement and transaction described therein has not been completed as of the date of this report and there is no assurance that the transaction will ever be completed and the Company is contemplating rescinding the agreement and initiating suit against Knori.

On January 27, 2017, the Company reduced the authorized shares of common stock from 10,000,000,000 to 2,000,000,000 and changed the name from Liberated Energy, Inc to The Go Eco Group.

The Company has advanced Eco Cab $197,520 as part of the agreement. As the closing, has not incurred, due to the failure of EcoCab meeting the agreement requirements, the Company has treated the advances as receivables due the Company with a balance due to the Company as of December 31, 2017 of $43,324.

Results of Operations

Revenue

During the three months ended December 31, 2017 and 2016 the Company had no revenues.

Cost of Sales

The Company did not incur cost of sales for the three month periods ended December 31, 2017 and 2016.

Operation and Administrative Expenses

During the three months ended December 31, 2017 the Company incurred general and administrative expense of $68,825 compared to $362,124 in the same period in 2016, respectively. Lower costs in the period ending December 31, 2017 over the same period in 2016 was attributed to a decrease in stock base compensation of $270,380 in 2017.

Other Income (Expense)

During the three months ended December 31, 2017 the Company incurred other expense of $20,153 compared to $99,382 in the same period in 2016. The decrease of $79,229 is attributable to $57,800 of note discount fees incurred in 2016 that were not incurred in 2017 and a decrease of interest expense incurred of $20,153 in 2017 versus $41,585 in 2016.

Net Loss

The net loss for the three months ended December 31, 2017 was $88,918 compared to $461,506 for the same periods in 2016, respectively. The decrease in loss is attributable to the factors discussed in the preceding two paragraphs.

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Liquidity and Capital Resources

The Company has current assets of $33,148 and current liabilities of $1,144,398 resulting in negative working capital of $1,111,250. This compares to negative working capital of $1,039,703 for the period ended September 30, 2017. The increase in negative working capital to December 31, 2017 is attributed to continued losses in 2017 and 2016.

Funds used in operating activities was $64,205 for the three months ended December 31, 2017 compared to funds used of $144,421 for the same period in 2016. The decrease in general and administrative expenses, contributed to the majority of the lower use of funds in 2017 over 2016.

Funds used in investing activities in 2016 were $182,520 representing loans made to EcoCab Inc. No funds were used in investing activities in 2017.

Funds provided by financing activities for the three months period ended December 31, 2017 was $30,000 compared to $412,800 for the same period in 2016. The Company issued convertible debt of for its financing activity in 2016 for $ 412,800 and $5,000 in 2017. The Company received $25,000 in 2017 as a loan from the newly formed joint venture.

Off-Balance Sheet Arrangements

The Company does not have any relationships with un entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet financial arrangements.

ITEM 3:QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss from adverse changes in market prices and rates. The Company's market risk arises primarily from the fact that the area in which we do business is highly competitive and constantly evolving. The market in which we do business is highly competitive and constantly evolving. We face competition from the larger and more established companies, from companies that have greater resources, including but not limited to, more money, and greater ability to expand their markets also cut into our potential customers. Many of our competitors have longer operating histories, significantly greater financial strength, nationwide advertising coverage and other resources that we do not have. 

ITEM 4:CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based on their evaluation of our disclosure controls and procedures(as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the "Exchange Act"), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this quarterly report on Form 10-Q such disclosure controls and procedures were not effective due to the lack of segregation of duties and lack of a formal review process that includes multiple levels of review to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. The material

15

weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise.  Our CEO/CFO do not possess accounting expertise and our company does not have an audit committee.  This weakness is due to the company's lack of working capital to hire additional staff.  To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.

Changes in Internal Control over Financial Reporting

Except as noted above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our nine months period ended December 31, 2017 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

None

ITEM 2:UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended December 31, 2016 the Company issued 1,650,000 shares of commons stock with a value of $275,500 to four entities for services.

During the three months ended December 31, 2016 the Company received 1,000,000 shares back for an entity and issued 90,000 as its replacement for a note payable and unissued stock

During the three months ended December 31, 2016, the Company issued 53,507 shares of common stock with a value of $2,676 for convertible debt.

During the three months ended December 31, 2017, the Company issued 3,543,586 shares of common stock with a value of $12,810 for convertible debt.

During the three months ended December 31, 2017, the Company issued 700,000 shares of common stock with a value of $4,620 for service.

ITEM 3:DEFAULT UPON SENIOR SECURITIES

None

ITEM 4:MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5:OTHER INFORMATION

None

16

ITEM 6:EXHIBITS

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	Filing Date	Number	Filed herewith
3.1	Articles of Incorporation as filed with the Nevada Secretary of State dated September 14, 2010	S-1	12/08/10	3.1
3.2	Amended Articles of Incorporation as filed with the Nevada Secretary of State dated February 6, 2013	8-K	02/07/13	3.1
3.3	Certificate of Change as filed with the Nevada Secretary of State dated February 6, 2013	8-K	02/07/13	3.2
3.4	By-laws	S-1	12/08/10	3.2
3.5	Amended Articles of Incorporation dated March 17, 2014 as filed with the Secretary of State in Nevada on March 17, 2014	8-K	03/17/14	3.1
3.6	Amended Articles of Incorporation dated January 17, 2017	8-K	01/30/17	3.6
10.1	Patent Acquisition Agreement dated January 23, 2013	8-K	01/24/13	10.1
10.2	Stock Exchange Agreement to acquire EcoCab LLC	8-K	09/21/16	10.1
10.3	Promissory Note dated September 7, 2016 – Carebourn Capital, L.P.	8-K	09/21/16	10.2
10.4	Promissory Note dated September 16, 2016 – Carebourn Capital, L.P.	8-K	09/21/16	10.3
10.5	Addendum #1 to Amended and Restated Stock Exchange Agreement	8-K/A-1	10/17/16	10.5
10.6	Assignment of LLC Membership Interest	8-K/A-2	11/17/16	10.6
31.1	Certification of Chief Executive and Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.				X
32.1	Certification of Chief Executive 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.				X
101.INS	XBRL Instance Document				X
101.SCH	XBRL Taxonomy Extension Schema				X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase				X
101.DEF	XBRL Taxonomy Extension Definition Linkbase				X
101.LAB	XBRL Taxonomy Extension Label Linkbase				X
101.PRE	Taxonomy Extension Presentation Linkbase				X

17

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	THE GO ECO GROUP, INC. (formally Liberated Energy, Inc.)
Date: February 9, 2018
	By:	BRIAN CONWAY
		Brian Conway
		President, Director, Chief Financial Officer & Chief Executive Officer (Principal Executive Officer) (Principal Financial Officer and Principal Accounting Officer

18

EX-31.1

EXHIBIT 31.1

PURSUANT TO RULE 13a-14 AND 15d-14

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

CERTIFICATION

I, Brian Conway, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Go Eco Group, Inc.;

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

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

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

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

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

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

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

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

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

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

February 9, 2018	THE GO ECO GROUP, INC.
	BRIAN CONWAY
	Brian Conway, Chief Executive Officer and Chief Financial Officer

EX-32.1

EXHIBIT 32. 1

CERTIFICATIONS PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarter Report of The Go Eco Group, Inc. on Form 10-Q for the period ended December 31, 2017 as filed with the Securities and Exchange Commission (the "Report") Brian Conway, Chief Executive Officer and Chief Financial Officer of the Company, does hereby certify, pursuant to §906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. §1350), that to his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

The Go Eco Group, Inc.

BRIAN CONWAY

Brian Conway Chief Executive Officer

Chief Financial Officer

Dated: February 9, 2018

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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Document And Entity Information - shares	3 Months Ended
	Dec. 31, 2017	Feb. 09, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	Go Eco Group
Document Type	10-Q
Current Fiscal Year End Date	--09-30
Entity Common Stock, Shares Outstanding		21,070,394
Amendment Flag	false
Entity Central Index Key	0001503161
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2017
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1

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BALANCE SHEET - USD ($)	Dec. 31, 2017	Sep. 30, 2017
Current assets
Cash	$ 33,148	$ 67,353
Total current assets	33,148	67,353
Total assets	33,148	67,353
Current liabilities
Accounts payable and accrued expense	154,123	133,970
Note payable- JV	25,000	0
Convertible notes payable	965,276	973,086
Total liabilities	1,144,398	1,107,056
Stockholders' deficit
Preferred shares, par value $0.001. 100,000,000 authorized; 10,000,000 issued and outstanding	10,000	10,000
Common stock, par value $0.001, authorized 2,000,000,000, issued and outstanding 18,711,869 and 14,468,303 as of December 31, 2017 and September 30, 2017, respectively	18,712	14,468
Additional paid-in capital	1,814,805	1,801,619
Accumulated deficit	(2,954,768)	(2,865,790)
Total stockholders' deficit	(1,111,250)	(1,039,702)
Total liabilities and stockholders' equity(deficit)	$ 33,148	$ 67,353

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BALANCE SHEET (Parentheticals) - $ / shares	Dec. 31, 2017	Sep. 30, 2017
Statement of Financial Position [Abstract]
Preferred shares, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred shares, shares authorized	100,000,000	100,000,000
Preferred shares, shares issued	10,000,000	10,000,000
Preferred shares, shares outstanding	10,000,000	10,000,000
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, authorized	2,000,000,000	2,000,000,000
Common stock, issued	18,711,869	14,468,303
Common stock, outstanding	18,711,869	14,468,303

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STATEMENT OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Operating expenses
Selling, general and administrative expenses	$ 68,825	$ 362,124
Loss from operations	(68,825)	(362,124)
Other Income(expense)
Other income	0	3
Note discount fees	0	(57,800)
Interest expense	(20,153)	(41,585)
Total other income (expense)	(20,153)	(99,382)
Net loss	$ (88,918)	$ (461,506)
Net loss per common share basic and diluted	$ (0.00)	$ (0.21)
Weighted average number of common shares outstanding	15,296,068	2,109,821

XML

STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash Flows From Operating Activities:
Net loss	$ (88,918)	$ (461,506)
Adjustments to reconcile net loss to net cash used in operating activity
Stock based compensation	4,620	275,000
Changes in operating assets and liabilities:
Accounts payable and accrued expense	20,153	41,585
Net cash used in operating activities	(64,205)	(144,421)
Cash Flows From Investing Activities
Loans to EcoCab	0	(182,520)
Net cash used in Investing activities	0	(182,520)
Cash Flows From Financing Activities:
Debt issued to JV for funds	25,000	0
Proceeds from issuance of convertible debt	5,000	412,800
Net cash provided by financing activities	30,000	412,800
Net change in cash	(34,205)	85,859
Cash at beginning of period	67,353	1,804
Cash at end of period	33,148	87,633
Non-Cash Financing Activities:
Common stock issued for convertible debt conversion	$ 12,810	$ 2,676

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NOTE 1 - BASIS OF PRESENTATION AND ORGANIZATION

3 Months Ended

Dec. 31, 2017

Disclosure Text Block [Abstract]

BASIS OF PRESENTATION AND ORGANIZATION

The Go Eco Group (formally Liberated Energy), Inc. (the "Company"), formerly known as Mega World Food Holdings Company is a Nevada corporation formed on September 14, 2010.

On January 19, 2013, pursuant to a Common Stock Purchase Agreement, dated January 7, 2013, Perpetual Wind Power Corporation, a privately held corporation formed under the laws of the State of Delaware on July 1, 2010, acquired 24,500,000 non-registered shares of the Company from its shareholders, thereby owning 24,500,000 out of a total of 25,000,000 issued and outstanding shares of the Company. Thereafter, the Company acquired from Perpetual Wind Power Corporation its patented wind and solar powered turbine technology for 2,500,000 newly issued shares of the Company which were distributed in a dividend to its shareholders and Perpetual Wind Power Corporation returned to treasury its 24,500,000 shares it acquired from the Company's shareholders. As a result of this transaction, the Company had on January 19, 2013, 3,000,000 shares issued and outstanding. On February 14, 2013, the Company changed its name from Mega World Food Holding Company to Liberated Energy, Inc. and underwent a 24 for 1 stock split, whereby the Company's outstanding shares increased from 3,000,000 to 72,000,000.

On January 19, 2013, the Company disposed of its wholly-owned subsidiary, Mega World Food Limited (HK).  Mega World Food Limited (HK) was incorporated on June 24, 2010 and was in the business of selling frozen vegetables in all areas of the world except China.  From inception, Mega World Food Limited (HK) only incurred setting up, formation or organization activities.  Upon disposal, the Company ceased these operations and accordingly, the Company's financial statements have been prepared with the net assets, results of operations, and cash flows of this business displayed separately as "discontinued operations."

Effective January 19, 2013, the Company's business is the sale of alternative energy products and services.

On February 4, 2015 the Company increased their number of authorized preferred shares from 10,000,000 to 100,000,000 and authorized common shares from 250,000,000 to 900,000,000.

On July 6, 2016, the Company adopted a 1-for-3,500 reverse split of the Company's common stock.

On September 14, 2016, the Company entered into an agreement with Ron Knori (Kroni) Owner of EcoCab Portland, LLC by which the Company will acquire all outstanding ECGLLC membership interest for a 20% non-dilutive interest of the outstanding shares of the Company with the first closing of the agreement. The foregoing agreement was amended on October 11, 2016 and the Company also entered into an Addendum to the amended agreement.   The foregoing agreement and transaction described therein has not been completed as of the date of this report and there is no assurance that the transaction will ever be completed and the Company is contemplating rescinding the agreement and initiating suit against Knori.

On January 27, 2017, the Company reduced the authorized shares of common stock from 10,000,000,000 to 2,000,000,000 and changed the name from Liberated Energy, Inc to The Go Eco Group.

On March 6, 2017, the Company terminated the agreements with Ron Knori and EcoCab based upon breach of contract, fraud, fraudulent inducement, fraud in the factum, negligent misrepresentation, misrepresentation, contractual interference, breach of fiduciary duty, negligence, and conversion, all of which were perpetrated by Ron Knori, individually, and in his capacity as manager of EcoCab.

On December 31, 2017 the Company entered into a joint venture agreement to sell products produced by the Company. The Company will hold a 65% common membership interest for $100 in consideration.

Basis of Presentation

The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required to be included in a complete set of financial statements in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2017. The accompanying unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company's 2016 Annual Report filed with the SEC for yearend September 30, 2016.

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NOTE 2 - GOING CONCERN

3 Months Ended

Dec. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

As shown in the accompanying financial statements, the Company has a negative working capital of $1,111,250 and an accumulated deficit of $2,954,768 as of December 31, 2017. The Company's ability to generate net income and positive cash flows is dependent on the ability to grow its operating entity as well as the ability to raise additional capital. Management is following strategic plans to accomplish these objectives, but success is not guaranteed. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The Company maintains its books and records on the accrual basis of accounting.  The accompanying financial statements have been prepared on that basis, in which revenues and gains are recognized when earned and expenses and losses are recognized when incurred.

Use of Estimates

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

Cash and Cash Equivalents

For the purpose of the statement of cash flows, cash and cash equivalents include all cash balances, which are not subject to withdrawal restrictions or penalties, and highly liquid investments and debt instruments with a maturity of three months or less from the date of purchase.

Fair Value of Financial Instruments

Our short-term financial instruments, including cash, other assets and accounts payable and accrued expenses consist primarily of instruments without extended maturities, the fair value of which, based on management's estimates, reasonably approximate their book value. The fair value of our notes and advances payable is based on management estimates and reasonably approximates their book value based on their current maturity.

Net Loss per Common Share

The Company computes per share amounts in accordance with Statement of Financial Accounting Standards (SFAS) ASC 260, Earnings per Share (EPS). ASC 260 requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods.

Stock-Based Compensation

The Company accounts for its stock based awards in accordance with Accounting Standards Codification subtopic 718-10, Compensation ("ASC 718-10"), which requires a fair value measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors, including restricted stock awards. We estimate the fair value of stock using the stock price on date of the approval of the award. The fair value is then expensed over the requisite service periods of the awards, which is generally the date at which the counterparty's performance is complete and the related amount recognized in our statements of operations.

Revenue and Cost Recognition

The Company did not generate revenue during the three months period ended December 31, 2017 and 2016 periods. It is the Company's policy that revenue from product sales or services will be recognized in accordance with ASC 605 "Revenue Recognition". Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and 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 selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product was not delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Income Taxes

The Company utilizes ASC 740 "Income Taxes" which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes primarily relate to the recognition of debt costs and stock based compensation expense. The adoption of ASC 740-10 did not have a material impact on the Company's results of operations or financial condition.

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NOTE 4 - FAIR VALUE MEASUREMENTS

3 Months Ended

Dec. 31, 2017

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

As defined in (Financial Accounting Standards Board ASC 820), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The Company's financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Financial assets and liabilities recorded at fair value in our condensed consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

Level 1— Quoted market prices in active markets for identical assets or liabilities at the measurement date.

Level 2— quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

Level 3— Inputs reflecting management's best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

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NOTE 5 - EQUITY

3 Months Ended

Dec. 31, 2017

Stockholders' Equity Note [Abstract]

EQUITY

During the three months ended December 31, 2016 the Company issued 1,650,000 shares of commons stock with a value of $275,000 to four entities for services.

During the three months ended December 31, 2016 the Company received 1,000,000 shares back for an entity and issued 90,000 as its replacement for a note payable and unissued stock

During the three months ended December 31, 2016, the Company issued 53,507 shares of common stock with a value of $2,676 for convertible debt.

During the three months ended December 31, 2017, the Company issued 3,543,586 shares of common stock with a value of $12,810 for convertible debt.

During the three months ended December 31, 2017, the Company issued 700,000 shares of common stock with a value of $4,620 for service.

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NOTE 6 - CONVERTIBLE DEBT

3 Months Ended

Dec. 31, 2017

Table Text Block Supplement [Abstract]

CONVERTIBLE DEBT

Carebourn Capital

On November 5, 2015, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $28,000 with an interest rate of 12% per annum. The note matures on August 5, 2016.  The note is convertible by the holder at a discount of 50% of the lowest trading price of the Company's stock for the 20 days prior to the conversion.

On December 21, 2015, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $21,000 with an interest rate of 12% per annum. The note matures on September 16, 2016.  The note is convertible by the holder at a discount of 50% of the lowest trading price of the Company's stock for the 20 days prior to the conversion.

On March 11, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $18,000 with net proceeds of $15,000 and with an interest rate of 12% per annum. The note matures on December 11, 2016.  The note is convertible by the holder at a discount of 50% of the lowest trading price of the Company's stock for the 20 days prior to the conversion.

On July 25, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $23,000 with an interest rate of 12% per annum. The note matures on July 25, 20172017.  The note is convertible by the holder at a discount of 45% of the lowest three trading price of the Company's stock for the 20 days prior to the conversion.

On September 7, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $197,363,70 less legal fees of $8,000 with an interest rate of 12% per annum. The note matures on September 7, 20172017.  The note is convertible by the holder at a discount of 50% of the lowest three trading price of the Company's stock for the 20 days prior to the conversion.

On October 13, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $237,475 less an original discount of $30,975 plus transaction fees of $6,500 for a net advanced of $200,000.  The note bears an interest rate of 12% per annum. The note matures on October 3, 2017.  The note is convertible by the holder at a discount of 45% of the lowest three trading price of the Company's stock for the 20 days prior to the conversion. On September 15, 2016 $85,000 was returned to Carebourn reducing the principal balance to $115,114.

On December 13, 2016, the Company issued a Convertible Note to Carebourn Capital, LP for a principle amount of $98,325 less an original discount of $12,825 for a net advanced of $80,000.  The note bears an interest rate of 12% per annum. The note matures on December 13, 2018.  The note is convertible by the holder at a discount of 45% of the lowest three trading price of the Company's stock for the 20 days prior to the conversion.

As of December 31, 2017, the Company owed Carebourn capital $522,510 in principal and interest of $94,437 for a total of $616,947.

Power Up Lending

On December 13, 2016, the Company issued a Convertible Note to Power Up Lending Group Ltd for a principle amount of $77,000 less legal fees of $2,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on September 28, 2017.  The note is convertible by the holder at a discount of 48% of the lowest three trading price of the Company's stock for the 10 days prior to the conversion.

As of December 31, 2017, the Company owed Power Up lending $139,650 in principal and $5,526 in interest for a total of $145.176.

Crown Bridge Partners

On August 21, 2017, the Company issued a Convertible Note to Crown Bridge Partners for a principle amount of $33,000 with an interest rate of 8% per annum with a default interest rate of 22%. The note matures on December 5, 2017.  The note is convertible by the holder at a discount of 48% of the lowest three trading price of the Company's stock for the 10 days prior to the conversion

As of December 31, 2017, the Company owed Crown Bridge Partners $40,000 in principal and $1,116 in interest for a total of $41,116.

Management has reviewed the terms of the convertible instruments to determine their fair value. After reviewing the characteristic and the value of the conversion, Management has determined based on note conversion history that the conversion value is equal or less than par value of the shares used for conversion thus determining that the fair value of the notes is equal to their face value.

On September 15, 2016, LG Capital, LLC filed a lawsuit against the Company. The filing alleges that the Company has defaulted on several unpaid loans from LG Capital to the Company with the total claim against the Company of $279,730.56. The Company negotiated in good faith with LG Capital to settle the debt but to no avail. After reviewing the claim filed by LG Capital, it is the opinion of Company Management that the Company's outstanding liability to LG Capital has been fully recognized and accounted for in the financial statements of the Company.

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NOTE 7 - JOINT VENTURE AGREEMENT

3 Months Ended

Dec. 31, 2017

Note 7 - Joint Venture Agreement

JOINT VENTURE AGREEMENT

On December 21, 2017 the Company entered into a joint venture agreement to develop, market and sell products, services and technology based on a web-enabled light guard system. The Company granted the joint venture an irrevocable royalty free non-exclusive license to use all of the Company's direct and/or licensed intellectual property necessary for the joint venture to develop and sell the system. Under the terms of the agreement the Company will hold a 65% common membership interest for an initial capital contribution of $100.  The joint venture partner contributed $25,000 plus software developed to enhance the Company's product at a cost of $65,000 to the Joint Venture.

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NOTE 8 - SUBSEQUENT EVENTS

3 Months Ended

Dec. 31, 2017

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

In January 2018 the Company issued 2,358,505 shares of common stock for the conversion of $5,065 of convertible debt to equity.

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NOTE 1 - BASIS OF PRESENTATION AND ORGANIZATION (Details) - shares	Dec. 31, 2017	Sep. 30, 2017
Disclosure Text Block [Abstract]
Common Stock, Shares, Issued	18,711,869	14,468,303
Preferred Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares Authorized	2,000,000,000	2,000,000,000

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NOTE 2 - GOING CONCERN (Details) - USD ($)	Dec. 31, 2017	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working Capital	$ (1,111,250)
Retained Earnings (Accumulated Deficit)	$ (2,954,768)	$ (2,865,790)

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NOTE 5 - EQUITY (Details) - USD ($)	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Stockholders' Equity Note [Abstract]
Stock Issued During Period, Shares, Issued for Services	700,000	1,650,000
Stock Issued During Period, Value, Issued for Services (in Dollars)	$ 4,620	$ 275,000
Debt Conversion, Converted Instrument, Shares Issued	3,543,586	53,507
Debt Conversion, Converted Instrument, Amount (in Dollars)	$ 12,810	$ 2,676