![]() |
ERC ENERGY RECOVERY CORP - FORM 10-Q - May 11, 2012SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 ( d ) OF THE EXCHANGE ACT
For the transition period from ____________ to____________
Commission File No. 000-53116
E. R. C. ENERGY RECOVERY CORPORATION (Exact name of Registrant as specified in its charter)
10018 Falcon View Drive Sandy, Utah 84092 (Address of Principal Executive Offices) (801) 580-4555 (Registrants telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the Registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act) during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] 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 [ ]. The Company does not have a corporate Website. 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 definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] 1 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Not applicable. APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the Registrants classes of common stock, as of the latest practicable date: May 1, 2012 - 368,200 shares of common stock. PART I Item 1. Financial Statements The Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant. E.R.C. ENERGY RECOVERY CORPORATION [A Development Stage Company] UNAUDITED CONDENSED FINANCIAL STATEMENTS March 31, 2012 2 E.R.C. ENERGY RECOVERY CORPORATION [A Development Stage Company] CONTENTS PAGE Condensed Balance Sheets, March 31, 2012 (unaudited) and December 31, 2011 4 Unaudited Condensed Statements of Operations, for the three months ended March 31, 2012 and 2011 and from inception on October 24, 1979 through March 31, 2012 5 Unaudited Condensed Statements of Cash Flows, for the three months ended March 31, 2012 and 2011 and from inception on October 24, 1979 through March 31, 2012 6 Notes to Unaudited Condensed Financial Statements 7 - 9 3 E.R.C. ENERGY RECOVERY CORPORATION [A Development Stage Company] CONDENSED BALANCE SHEETS ASSETS
Note: The balance sheet at December 31, 2011 was taken from the audited financial statements at that date and condensed. The accompanying notes are an integral part of these unaudited condensed financial statements. 4 E.R.C. ENERGY RECOVERY CORPORATION [A Development Stage Company] UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
The accompanying notes are an integral part of these unaudited condensed financial statements. 5 E.R.C. ENERGY RECOVERY CORPORATION [A Development Stage Company] UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
Supplemental Schedule of Non-cash Investing and Financing Activities: For the three months ended March 31, 2012: Officers and Directors contributed services totaling $6,600, which have been accounted for as a capital contribution. For the three months ended March 31, 2011: Officers and Directors contributed services totaling $5,075, which have been accounted for as a capital contribution. The accompanying notes are an integral part of these unaudited condensed financial statements. 6 E.R.C. ENERGY RECOVERY CORPORATION [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization E.R.C. Energy Recovery Corporation (the Company) was incorporated on October 24, 1979 in the State of Delaware for the purpose of providing accounting, personnel recruiting and general business consulting. Currently, the Company has no on-going operations. The Company is considered to be a development stage Company. Condensed Financial Statements - The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2012 and 2011 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Companys December 31, 2011 audited financial statements. The results of operations for the three months ended March 31, 2012 and 2011 are not necessarily indicative of the operating results for the full year. Accounting Estimates - The preparation 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, the disclosures 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 estimated by management. Reclassification - The financial statements for periods prior to March 31, 2012 have been reclassified to conform to the headings and classifications used in the March 31, 2012 financial statements. NOTE 2 - GOING CONCERN The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since inception and currently has no on-going operations. Further, the Company has current liabilities in excess of current assets. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. 7 E.R.C. ENERGY RECOVERY CORPORATION [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 3 - RELATED PARTY TRANSACTIONS Management Compensation During the periods ended March 31, 2012 and 2011, the Company did not pay any compensation to its officers and directors. During the three month period ended March 31, 2012 and 2011, Officers and Directors contributed services totaling $6,600 and $5,075, respectively, which have been accounted for as contributions to capital. Office Space The Company has not had a need to rent office space. An officer/shareholder of the Company is allowing the Company to use his office as a mailing address, as needed, at no expense to the Company. Advances from Related Party A shareholder of the Company or entities related to the shareholder have paid expenses on behalf of the Company. For the three month periods ended March 31, 2012 and 2011 these payments amounted to $3,358 and $52, respectively. The Company has accounted for any such payments as advances payable to the related party. At March 31, 2012 and December 31, 2011 a balance of $93,373 and $90,015, respectively, is owing the related party. Accrued Interest The Company has imputed interest at 10% per annum on balances owing to related parties. At March 31, 2012 and December 31, 2011 the accrued interest balance payable to related parties was $28,334 and $26,026, respectively. Interest expense to related parties amounted to $2,308 and $1,743 for the three months ended March 31, 2012 and 2011, respectively. NOTE 4 - LOSS PER SHARE The following data show the amounts used in computing loss per share for the periods presented:
Dilutive loss per share was not presented; as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share. 8 E.R.C. ENERGY RECOVERY CORPORATION [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 5 - COMMITMENTS AND CONTINGENCIES Contingencies -The Company has not been active for several years. Management believes that there are no unrecorded valid outstanding liabilities from prior operations. If a creditor were to come forward and claim a liability, the Company has committed to contest the claim to the fullest extent of the law. Due to various statutes of limitations and because of the likelihood that such an old liability would not still be valid, no amount has been accrued in these financial statements for any such contingencies. NOTE 6 SUBSEQUENT EVENTS The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued, and determined there are no events to disclose. 9 Item 2. Managements Discussions and Analysis of Financial Condition and Results of Operations. Forward-looking Statements Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance of our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words may, would, could, should, expects, projects, anticipates, believes, estimates, plans, intends, targets or similar expressions. Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters. Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements. Plan of Operation Our plan of operation for the next 12 months is to: (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) commence such operations through funding and/or the acquisition of a going concern engaged in any industry selected. During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing; the payment of our Securities and Exchange Commission and Exchange Act reporting filing expenses, including associated legal and accounting fees; costs incident to reviewing or investigating any potential business venture; and maintaining our good standing as a corporation in our state of organization. We anticipate that these funds will be provided to us in the form of loans from David C. Merrell, our current President. There are no written agreements requiring Mr. Merrell to provide these cash resources; and to the extent funds are provided, such funds will bear no interest (though an interest expense of 10% has been imputed on funds advanced) and will be due on demand. As of the date of this Quarterly Report, we have not actively begun to seek any business or acquisition candidate. Results of Operations Three Months Ended March 31, 2012 Compared to Three Months Ended March 31, 2011 During the three months ended March 31, 2012, and 2011, we had no revenues. General and Administrative expenses were $9,806 and $11,911 for the three months ended March 31, 2012, and 2011, respectively. We had non-cash contributed services of $6,600 and $5,075 with an interest expense of $2,308 and $1,743 for the three months ended March 31, 2012, and 2011, for losses of $18,714 and $18,729, respectively. All of our losses are attributable to keeping our Company current in the State of Delaware and with the Securities and Exchange Commission. Liquidity We have no current cash resources. During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing in the State of Delaware, the legal and accounting costs of preparing and filing our Exchange Act reports with the Securities and Exchange Commission and any costs we may incur in evaluating a reorganization, merger or acquisition candidate. We do not have any cash reserves to pay for our administrative expenses for the next 12 months. In the event that additional funding is required in order to keep us in good standing, we may attempt to raise such funding through loans or through additional sales of our common stock. 10 Item 3. Quantitative and Qualitative Disclosures About Market Risk. Not required. Item 4. Controls and Procedures. 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 as defined in Rule 13a-15(e) under the Exchange Act 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, our management recognized 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. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of March 31, 2012, our disclosure controls and procedures were, subject to the limitations noted above, effective 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 Securities and Exchange Commission rules, regulations 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. Changes in Internal Control over Financial Reporting Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. PART II - OTHER INFORMATION Item 1. Legal Proceedings. None; not applicable. Item 1A. Risk Factors. Not required. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None; not applicable. Item 3. Defaults Upon Senior Securities. None; not applicable. Item 4. Mine Safety Disclosures. None; not applicable. 11 Item 5. Other Information. None; not applicable. Item 6. Exhibits. Exhibit No. Identification of Exhibit
*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed furnished and not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections. 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 E. R. C. Energy Recovery Corporation
12 User Contributions: Comment about this document or add new information about this topic:
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||