Amended Quarterly Report (10-q/a)
26 August 2013 - 8:01PM
Edgar (US Regulatory)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No.1 )
(Mark One)
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R
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
June 30, 2013
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or
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£
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
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Commission File Number:
333-125678 (1933 Act)
GLOBAL ECOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
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Nevada
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86-0892913
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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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96 Park Street, Montclair, New Jersey
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07042
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(Address of principal executive offices)
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(Zip Code)
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(973) 655-9001
(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 (1) has filed all reports required to be filed by Sections 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.
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Yes
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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).
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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. (check one)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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þ
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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).
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Yes
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No
As of August 13, 2013 there were
499,900,351
shares of common stock of Global Ecology Corporation outstanding.
Page 1 of 5
Table of Contents
GLOBAL ECOLOGY CORPORATION
(A Nevada Corporation)
TABLE OF CONTENTS
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Explanatory Note
This Amendment No. 1 on Form 10-Q/A (Amendment No. 1) to our Quarterly Report on Form 10-Q for the period ended June 30, 2013, which was filed with the Securities and Exchange Commission on August 19, 2013 (the Original10-Q), is being filed to revise the unaudited balance sheet as of June 30, 2013 and December 31, 2012, in Part I, Item 1 of the Original 10-Q, to correct errors that occurred in the EDGAR conversion of our word document that resulted the deletion of the line item cash and cash equivalents of the balance sheet.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934 (the Exchange Act), unaudited balance sheet as of June 30, 2013 and December 31, 2012, in Part I, Item 1 of the Original 10-Q has been added to this Amendment No. 1 in its entirety reflect the missing line item cash and cash equivalents and Part II, Item 6 of the Original 10-Q has been amended and restated in its entirety, solely to include as exhibits the certifications under Exchange Act Rule 13a-14(a) required to be filed with this Amendment No. 1. This Amendment No. 1 does not amend or otherwise update any other information in the Original 10-Q. Accordingly, this Amendment No. 1 should be read in conjunction with the Original 10-Q and with our filings with the Securities and Exchange Commission subsequent to the Original 10-
Q.
Page 2 of 5
Table of Contents
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
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GLOBAL ECOLOGY CORPORATION
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Condensed Consolidated Balance Sheet
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as of
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Un-Audited
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June 30,
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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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Current Assets
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Cash and cash equivalents
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$ (767)
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$ (3,452)
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Accounts receivable trade
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2,500
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-
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Inventories
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33,355
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37,403
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Total current assets
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35,088
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33,951
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Property, plant and equipment, net of accumulated depreciation
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304,230
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366,325
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Capitalized software, net of accumulated amortization
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-
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-
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Other intangible assets
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21,500
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21,500
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Deposits
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15,000
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15,000
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Investment in joint venture
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780,000
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780,000
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Reserve for impairment of Investment in joint venture
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(780,000)
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(780,000)
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Total Assets
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$ 375,818
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$ 436,776
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Liabilities and Shareholders' Deficit
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Accounts payable and accrued liabilities
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$ 1,271,460
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$ 1,081,452
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Accounts payable and accrued liabilities to related parties
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551,903
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368,530
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Notes payable and advances related parties
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830,629
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848,941
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Notes payable
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1,533,947
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1,463,047
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Total current liabilities
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4,187,939
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3,761,970
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Long term notes payable, net of current portion
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1,500,000
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1,500,000
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Total Liabilities
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5,687,939
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5,261,970
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Shareholders' Deficit:
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Series A cumulative convertible preferred stock, $.001 par value, 10,000,000 shares authorized, 2,150,000 issued and outstanding
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2,150
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2,150
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Series B cumulative convertible preferred stock, no par value, 5% non-cumulative; liquidation preference of $14.64 per share; 2,000,000 shares authorized, 0 issued and outstanding
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-
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Common Stock, par value $.001; 500,000,000 shares authorized, 469,714,296 and 3,95,769,546 shares issued and outstanding, respectively'
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499,901
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489,326
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Additional paid-in-capital
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26,738,835
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26,740,210
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Accumulated deficit
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(32,090,188)
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(31,594,061)
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Less treasury at cost, 1,817,000 shares
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(462,819)
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(462,819)
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Total shareholders deficit
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(5,312,121)
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(4,825,194)
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Total liabilities and shareholders deficit
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$ 375,818
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$ 436,776
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Page 3 of 5
Table of Contents
Item 6. Exhibits
The exhibit listed on the Exhibit Index (following the signatures section of this Quarterly Report on
Form 10-Q/A are included, or incorporated by reference, in this Quarterly Report on Form 10-Q/A.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
Signature
Title
Date
/s/ Peter D. Ubaldi
Chief Executive Officer & President
August 23, 2013
_______________________
Peter D. Ubaldi
/s/ Peter D. Ubaldi
Principal Financial Officer
August 23, 2013
_______________________
Peter D. Ubaldi
Page 4 of 5
Table of Contents
EXHIBIT INDEX
Pursuant to Item 601(a)(2) of Regulation S-K, this Exhibit Index immediately precedes the exhibits.
The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q/A for the period ended June 30, 2013 (are numbered in accordance with Item 601 of Regulation S-K).
EXHIBIT
NUMBER
DESCRIPTION
2.1 Acquisition Agreement (included as Exhibit 2.1 to our Current Report on Form 8-K filed August 31, 1993 and incorporated herein by reference)
3.1 Amendments of Articles of Incorporation (included as Exhibit C to our Form 14C DEF filed February 7, 2006 and incorporated herein by reference)
3.2 Amendment of Articles of Incorporation (included as Exhibit 3.1 to our Current Report on Form 8-K filed November 3, 2009 and incorporated herein by reference)
31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS** XBRL Instance Document
101.SCH** XBRL Taxonomy Extension Schema Document
101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB** XBRL Taxonomy Extension Label Linkbase Document
101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF** XBRL Taxonomy Extension Definition Linkbase Document
________________________
Filed herewith
*Furnished herewith
** Exhibit filed with the original Form 10-Q
Page 5 of 5
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