SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

IA Energy Corp. – ‘10-Q’ for 9/30/19

On:  Tuesday, 11/19/19, at 4:39pm ET   ·   For:  9/30/19   ·   Accession #:  1391609-19-186   ·   File #:  333-220706

Previous ‘10-Q’:  ‘10-Q’ on 8/13/19 for 6/30/19   ·   Next:  ‘10-Q’ on 5/15/20 for 3/31/20   ·   Latest:  ‘10-Q’ on 11/21/23 for 9/30/23

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/19/19  IA Energy Corp.                   10-Q        9/30/19   28:803K                                   Kenneth I Denos PC/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    138K 
 2: EX-31.1     CEO 302 Certification                               HTML     15K 
 3: EX-32.1     906 CEO Certification                               HTML     11K 
22: R1          Document and Entity Information                     HTML     40K 
11: R2          Balance Sheets (Unaudited)                          HTML     55K 
17: R3          Balance Sheets (Parenthetical)                      HTML     28K 
26: R4          Statements of Operations (Unaudited)                HTML     39K 
21: R5          Statements of Cash Flows (Unaudited)                HTML     57K 
10: R6          Note 1 - Organization and Description of Business   HTML     15K 
16: R7          Note 2 - Significant Accounting Policies            HTML     23K 
25: R8          Note 3 - Equity Transactions                        HTML     19K 
23: R9          Note 4 - Financial Instruments                      HTML     13K 
28: R10         Note 5 - Going Concern                              HTML     16K 
19: R11         Note 6 - Related Party Transactions                 HTML     16K 
13: R12         Note 2 - Significant Accounting Policies            HTML     48K 
                (Policies)                                                       
15: R13         Note 2 - Significant Accounting Policies (Details   HTML     14K 
                Narrative)                                                       
27: R14         Note 3 - Equity Transactions (Details Narrative)    HTML     36K 
18: R15         Note 5 - Going Concern (Details Narrative)          HTML     14K 
12: R16         Note 6 - Related Party Transactions (Details        HTML     21K 
                Narrative)                                                       
20: XML         IDEA XML File -- Filing Summary                      XML     41K 
24: EXCEL       IDEA Workbook of Financial Reports                  XLSX     21K 
 4: EX-101.INS  XBRL Instance -- iaenergy-20180930                   XML    128K 
 6: EX-101.CAL  XBRL Calculations -- iaenergy-20180930_cal           XML     37K 
 7: EX-101.DEF  XBRL Definitions -- iaenergy-20180930_def            XML     55K 
 8: EX-101.LAB  XBRL Labels -- iaenergy-20180930_lab                 XML    208K 
 9: EX-101.PRE  XBRL Presentations -- iaenergy-20180930_pre          XML    154K 
 5: EX-101.SCH  XBRL Schema -- iaenergy-20180930                     XSD     42K 
14: ZIP         XBRL Zipped Folder -- 0001391609-19-000186-xbrl      Zip     25K 


‘10-Q’   —   Quarterly Report
Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"Table of Contents
"Balance Sheets (Unaudited)
"Statements of Operations (Unaudited)
"Statements of Stockholders' Equity (Unaudited)
"Statements of Cash Flows (Unaudited)
"Notes to the Financial Statements (Unaudited)

This is an HTML Document rendered as filed.  [ Alternative Formats ]



SECURITIES 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 quarter ended September 30, 2019

 

OR

 

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from __________ to ___________

 

Commission file number: 333-220706

 

IA ENERGY CORP.

(Name of Small Business Issuer in Its Charter)

 

Wyoming   81-1002497

(State or Other Jurisdiction

of Incorporation or Organization)

 

(IRS Employer

Identification No.)

     
One World Trade Center, Suite 130    
Long Beach, CA   90831
(Address of Principal Executive Offices)   (Zip Code)

 

 

 

  (310) 891-1959  
  Issuer’s Telephone Number, Including Area Code  
     

 

(Former name or 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 Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ]

 

 C: 
  C:   
Table of Contents 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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 [  ] Non-Accelerated Filer [  ]

Accelerated Filer [ ]

Emerging Growth Company [X]

Smaller reporting company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. As of November 14, 2019, the Company had issued and outstanding 36,503,800 shares of common stock.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 C: 
  C: 2 
Table of Contents 

 

PART I

 

FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS REQUIRED BY FORM 10-Q

 

The Financial Statements of the Company are prepared as of September 30, 2019 and December 31, 2018, and for the three and nine months ended September 30, 2019 and 2018.

 

 

 

CONTENTS

 

Balance Sheets (Unaudited)
   4 
Statements of Operations (Unaudited)
   5 
Statements of Stockholders’ Equity (Unaudited)
   6 
Statements of Cash Flows (Unaudited)
   7 
Notes to the Financial Statements (Unaudited)
   8 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 C: 
 3 
Table of Contents 

 

IA ENERGY CORP.
Balance Sheets
(Unaudited)
       
ASSETS
 
   September 30,  December 31,
   2019  2018
       
CURRENT ASSETS          
           
Cash and cash equivalents  $340   $530 
           
TOTAL CURRENT ASSETS AND TOTAL ASSETS  $340   $530 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
           
CURRENT LIABILITIES          
           
Accounts payable, related party  $13,500   $9,000 
Loans payable, related party   72,750    84,000 
           
Total Current Liabilities   86,250    93,000 
           
TOTAL LIABILITIES   86,250    93,000 
           
STOCKHOLDERS' EQUITY (DEFICIT)          
           
Preferred stock, $0.0001 par value; 20,000,000 shares authorized,          
 -0- shares issued   —      —   
Common stock, $0.0001 par value; 500,000,000 shares authorized,          
 36,503,800 and 36,303,800 shares issued          
 and outstanding, respectively   3,650    3,630 
Additional paid-in capital   5,748,250    5,648,270 
Deferred stock-based compensation   —      (829,167)
Accumulated deficit   (5,837,810)   (4,915,203)
           
Total Stockholders' Equity (Deficit)   (85,910)   (92,470)
           
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)  $340   $530 

 

 

The accompanying notes are an integral part of these financial statements

 

 C: 
 4 
Table of Contents 

 

IA ENERGY CORP.
Statements of Operations
(Unaudited)
 
   For the Three Months Ended  For the Nine Months Ended
   September 30,  September 30,
   2019  2018  2019  2018
             
             
NET REVENUES  $—     $—     $—     $—   
                     
OPERATING EXPENSES                    
                     
Consulting and business development (including stock                    
  based compensation of $-0-, $1,833,334, $829,167                    
  and $1,833,334, respectively)   10,000    1,843,334    897,167    1,880,434 
Professional and accounting fees (including stock                    
  based compensation of $-0-, $125,000, $-0-,                    
  and $125,000, respectively)   3,361    141,750    20,102    144,721 
Other selling, general and administrative   1,710    3,505    5,338    10,543 
                     
Total Operating Expenses   15,071    1,988,589    922,607    2,035,698 
                     
LOSS FROM OPERATIONS   (15,071)   (1,988,589)   (922,607)   (2,035,698)
                     
OTHER INCOME (EXPENSES)   —      —      —      —   
                     
NET LOSS  $(15,071)  $(1,988,589)  $(922,607)  $(2,035,698)
                     
Net loss per common share - basic and diluted  $(0.00)  $(0.06)  $(0.03)  $(0.07)
                     
Weighted average common shares                    
  outstanding - basic and diluted   36,503,800    32,606,029    36,452,329    27,887,336 
                     

 

The accompanying notes are an integral part of these financial statements

 

 C: 
 5 
Table of Contents 

IA ENERGY CORP.
Statements of Stockholders' Equity (Deficit)
(Unaudited)
                   
   Nine Months Ended September 30, 2019
         Additional  Deferred     Total
   Common Stock  Paid-in  Stock-based  Accumulated  Stockholders'
   Shares  Amount  Capital  Compensation  Deficit  Equity
                   
Balance, December 31, 2018   36,303,800    3,630    5,648,270    (829,167)   (4,915,203)   (92,470)
                               
Common stock issued for cash   200,000    20    99,980    —      —      100,000 
                               
Expense recognition of deferred stock-based                              
 compensation   —      —      —      829,167    —      829,167 
                               
Net loss for the three months ended                              
 March 31, 2019   —      —      —      —      (876,661)   (876,661)
                               
Balance, March 31, 2019   36,503,800    3,650    5,748,250    —      (5,791,864)   (39,964)
                               
Net loss for the three months ended                              
 June 30, 2019   —      —      —      —      (30,875)   (30,875)
                               
Balance, June 30, 2019   36,503,800    3,650    5,748,250    —      (5,822,739)   (70,839)
                               
Net loss for the three months ended                              
 September 30, 2019   —      —      —      —      (15,071)   (15,071)
                               
Balance, September 30, 2019   36,503,800   $3,650   $5,748,250   $—     $(5,837,810)  $(85,910)

 

   Nine Months Ended September 30, 2018
         Additional  Deferred     Total
   Common Stock  Paid-in  Stock-based  Accumulated  Stockholders'
   Shares  Amount  Capital  Compensation  Deficit  Equity
                   
Balance, December 31, 2017   25,515,000    2,552    254,948    —      (279,487)   (21,987)
                               
Net loss for the three months ended                              
 March 31, 2018   —      —      —      —      (18,020)   (18,020)
                               
Balance, March 31, 2018   25,515,000    2,552    254,948    —      (297,507)   (40,007)
                               
Net loss for the three months ended                              
 June 30, 2018   —      —      —      —      (29,089)   (29,089)
                               
Balance, June 30, 2018   25,515,000    2,552    254,948    —      (326,596)   (69,096)
                               
Common stock issued for cash   63,800    6    31,894    —      —      31,900 
                               
Common stock issued for services   10,725,000    1,072    5,361,428    (3,404,166)   —      1,958,334 
                               
Net loss for the three months ended                              
September 30, 2018   —      —      —      —      (1,988,589)   (1,988,589)
                               
Balance, September 30, 2018   36,303,800   $3,630   $5,648,270   $(3,404,166)  $(2,315,185)  $(67,451)
                               

 

The accompanying notes are an integral part of these financial statements

 

 C: 
 6 
Table of Contents 

 

IA ENERGY CORP.
Statements of Cash Flows
(Unaudited)
 
   For the Nine Months Ended
   September 30,
   2019  2018
       
CASH FLOWS FROM OPERATING ACTIVITIES:          
           
Net loss  $(922,607)  $(2,035,698)
Adjustments to reconcile net loss to net          
 cash used by operating activities:          
Stock-based compensation   829,167    1,958,334 
Changes in operating assets and liabilities:          
Accounts payable, third parties   —      (2,500)
Accounts payable, related party   4,500    4,500 
           
Net Cash Used by Operating Activities   (88,940)   (75,364)
           
CASH FLOWS FROM INVESTING ACTIVITIES   —      —   
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
           
Proceeds from sale of common stock   100,000    31,900 
Proceeds from related party loans   38,750    58,500 
Payments on related party loans   (50,000)   —   
           
Net Cash Provided by Financing Activities   88,750    90,400 
           
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS   (190)   15,036 
           
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD   530    6,513 
           
CASH AND CASH EQUIVALENTS, END OF PERIOD  $340   $21,549 
           
SUPPLEMENTAL CASH FLOW INFORMATION          
           
Cash Payments For:          
           
Interest  $—     $—   
Taxes  $—     $—   
           

 

The accompanying notes are an integral part of these financial statements

 C: 
 7 
Table of Contents 

IA ENERGY CORP.

Notes to the Financial Statements

September 30, 2019

(Unaudited)

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 

IA Energy Corp. (the Company) was incorporated in the State of Wyoming on January 6, 2016. Our operations to date have been devoted primarily to start-up and development activities, which include: (i) formation of the Company; (ii) development of our business plan; (iii) development of our proprietary waste-to-energy technology; and (iv) marketing of our proprietary waste-to-energy technology. We have not completed development of our proprietary waste-to-energy technology and there is no assurance that we will be successful in completing the development.

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. The following policies are considered to be significant:

 

a.       Accounting Method

 

The Company recognizes income and expenses based on the accrual method of accounting. The Company has elected a calendar year-end.

 

b.       Interim Financial Statements

 

The interim financial statements as of September 30, 2019 and for the three and nine months ended September 30, 2019 and 2018 are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. These statements reflect all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the information contained herein. Operating results for the nine months ended September 30, 2019 are not necessarily indicative of results that may be expected for the year ending December 31, 2019.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the Unites States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2018 as included in our report on Form 10-K.

 

c.       Cash and Cash Equivalents

 

Cash equivalents are generally comprised of certain highly liquid investments with original maturities of less than three months.

 

d.       Use of Estimates in the Preparation of Financial Statements

 

The preparation of financial statements in conformity with generally accepted accounting principles 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.

 C: 
 8 
Table of Contents 

IA ENERGY CORP.

Notes to the Financial Statements

September 30, 2019

(Unaudited)

 

e.       Revenue Recognition

 

Revenue will be recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery of products or services has occurred. To date, the Company has not recognized any revenues.

 

f.       Income Taxes

 

The Company accounts for income taxes using the asset and liability method. Under this method, deferred income taxes are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which differences are expected to reverse. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that all or some portion of such deferred tax assets will not be realized. A full allowance against deferred tax assets was provided as of September 30, 2019 and December 31, 2018.

 

At September 30, 2019, the Company had net operating loss carryforwards of approximately $475,000 which may be offset against future taxable income. Approximately $280,000 expires in 2036 and 2037 and approximately $195,000 does not expire. No tax benefit has been reported in the financial statements because the potential tax benefits of the net operating loss carryforwards are offset by a valuation allowance of the same amount.

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a significant change in ownership occur, net operating loss carryforwards may be limited as to future use.

 

g.       Basic and Diluted Net Loss per Share of Common Stock

 

Basic net loss per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. For the periods presented, the issued and outstanding warrants (See Note 3) were excluded from the calculation of diluted shares outstanding as the effect of their inclusion would be anti-dilutive.

 

h.       Recent Accounting Pronouncements

 

Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

 

NOTE 3 - EQUITY TRANSACTIONS

 

The Company has 500,000,000 shares of common stock authorized with a par value of $0.0001. 25,000,000 shares of common stock were issued to the founder of the Company on incorporation.

 

During the period from inception on January 6, 2016 to December 31, 2016, the Company sold a total of 365,000 shares of its common stock (and 365,000 Warrants) to investors at a price of $0.50 per share or $182,500 total.

 

During the year ended December 31, 2017, the Company sold a total of 150,000 shares of its common stock (and 150,000 Warrants) to investors at a price of $0.50 per share or $75,000 total.

 C: 
 9 
Table of Contents 

IA ENERGY CORP.

Notes to the Financial Statements

September 30, 2019

(Unaudited)

 

During the year ended December 31, 2018, the Company sold a total of 63,800 shares of its common stock (and 63,800 Warrants) to investors at a price of $0.50 per share or $31,900 total.

 

On August 1, 2018, the Company issued a total of 10,475,000 shares of its common stock to one consulting firm entity and nine individuals for consulting services to be rendered to the Company pursuant to Consulting Agreements dated August 1, 2018 for terms ranging from 3 to 6 months. The shares were valued at $0.50 per share or $5,237,500 total which was expensed as consulting and business development expenses on the statements of operations over the terms of the respective Consulting Agreements. $1,833,334 (of the $5,237,500 total) was expensed in the three months ended September 30, 2018, $2,574,999 (of the $5,237,500 total) was expensed in the three months ended December 31, 2018, and $829,167 (of the $5,237,500 total) was expensed in the three months ended March 31, 2019.

 

During the three months ended September 30, 2018, the Company issued a total of 250,000 shares of its common stock for legal services rendered to the Company. The shares were valued at $0.50 per share or $125,000 total which was included in professional and accounting fees on the statement of operations for the three months ended September 30, 2018.

 

During the three months ended March 31, 2019, the Company sold a total of 200,000 shares of its common stock (and 200,000 Warrants) to an investor at a price of $0.50 per share or $100,000 total.

 

Each Warrant is exercisable into shares of our common stock at an exercise price of $1.00 per share and expires two years from the date of its issuance. As of September 30, 2019, there were a total of 283,800 Warrants outstanding (of which 20,000 expire in the three months ending December 31, 2019, 63,800 expire in the three months ending September 30, 2020, and 200,000 expire in the three months ending March 31, 2021.

 

NOTE 4 - FINANCIAL INSTRUMENTS

 

Our financial instruments consist of cash and cash equivalents, accounts payable and loans payable. The carrying amount of these assets and liabilities approximates fair value due to their short-term nature.

 

NOTE 5 - GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has sustained significant net losses which have resulted in an accumulated deficit at September 30, 2019 of $5,837,810 and has experienced periodic cash flow difficulties, all of which raise substantial doubt regarding the Company’s ability to continue as a going concern.

 

Continuation of the Company as a going concern is dependent upon obtaining additional working capital. The management of the Company has developed a strategy which it believes will accomplish this objective through short term loans from related parties and additional equity investments which will enable the Company to continue operations for the coming year. However, there is no assurance that these objectives will be met. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from the outcome of this uncertainty.

 

 C: 
 10 
Table of Contents 

IA ENERGY CORP.

Notes to the Financial Statements

September 30, 2019

(Unaudited)

 

NOTE 6 - RELATED PARTY TRANSACTIONS 

 

Loans Payable, Related Party

 

The Company periodically receives advances from a corporation controlled by John Munoz, beneficial owner of 25,000,000 shares of our common stock and Chief Executive Officer of the Company from inception on January 6, 2016 to July 25, 2017. These loans are non-interest bearing and due on demand. The amount of loans payable to this corporation as of September 30, 2019 and December 31, 2018 was $72,750 and $84,000, respectively.

 

Sublease Agreement

 

On July 1, 2017, the Company executed a Sublease Agreement with another corporation controlled by John Munoz. The Sublease Agreement provides for the Company’s use of office space in Harbor City California at a Monthly Base Rent of $500 per month. The term of the Sublease commenced on July 1, 2017 and is to continue on a month-to-month basis, terminable by either party upon 30 days written notice. For the nine months ended September 30, 2019 and 2018, the Company recorded $4,500 and $4,500, respectively, in rent expense which is included in other selling, general and administrative expenses.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 C: 
 11 
Table of Contents 

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

 

You should read the following discussion of the Company's financial condition and results of operations in conjunction with the financial statements and related notes included in the filing of the company’s Form 10-K filed on April 15, 2019. This discussion may contain forward-looking statements, including, without limitation, statements regarding our expectations, beliefs, intentions, or future strategies that are signified by the words "expects," "anticipates," "intends," "believes," or similar language. Actual results could differ materially from those projected in the forward looking statements. We caution you that the Company’s business and financial performance is subject to substantial risks and uncertainties.

 

Overview

 

IA Energy Corp., a Wyoming corporation, is a start-up global waste-to-energy company. We were incorporated on January 6, 2016 in the state of Wyoming. Our business office and mailing address is 24328 Vermont Avenue, Suite 300, Harbor City, CA 90710, and our telephone number is (310) 891-1959. Our website is www.iaenergy.com.

 

Our operations to date have been devoted primarily to start-up and development activities, which include: (i) formation of the Company; (ii) development of our business plan; (iii) development of our proprietary waste-to-energy technology; and (iv) marketing of our proprietary waste-to-energy technology. Though to date, significant research and development has been done, as described in more detail herein, we have not completed development of our proprietary waste-to-energy technology and there is no assurance that we will be successful in completing the development.

 

Our initial focus will be build and operate a pilot facility to process waste tires, which are in great supply in the Philippines due to a shortage of disposal capacity for these tires, and the lack of desire to create landfill capacity or alternative solutions. Supply of tires for processing is readily available, at low or no cost to us.

 

The tires will be converted by pyrolysis into bunker fuel and other recyclable bi-products that we will use to operate our own generators and sell electricity to local utilities or the national grid. The bunker fuel, which is a type of diesel, will be utilized to run generators which will produce electricity and will be sold to utility companies in local municipalities.

 

From our inception on January 6, 2016, until the present, we have had limited operating activities. During the period from inception on January 6, 2016 until the date of this Form 10-Q we have had no revenues. During the period from inception on January 6, 2016 to September 30, 2019 we had operating expenses of $5,837,810 which consisted mainly of consulting and business development expenses.

 

Emerging Growth Company

 

We are an emerging growth company under the JOBS Act. We will continue to be deemed an emerging growth company until the earliest of:

 

·The last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,070,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

 

·The last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective IPO registration statement;

 

·The date on which such issuer has, during the previous 3-year period, issued more than $1,070,000,000 in non-convertible debt; or
 C: 
 12 
Table of Contents 

 

·The date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.

 

As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment and the effectiveness of the internal control structure and procedures for financial reporting.

 

As an emerging growth company we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes. These exemptions are also available to us as a Smaller Reporting Company.

 

Results of Operations

 

Following is our discussion of the relevant items affecting results of operations for the three and nine month periods ended September 30, 2019 and 2018.

 

Revenues. For the three and nine months ended September 30, 2019 and 2018, net revenues were $-0-.

 

Consulting and business development. Consulting and business development fees for the three months ended September 30, 2019 and 2018 were $10,000 and $1,843,334, respectively. Consulting and business development fees for the nine months ended September 30, 2019 and 2018 were $897,167 and $1,880,434, respectively. On August 1, 2018, the Company issued a total of 10,475,000 shares of its common stock for consulting services to be rendered to the Company. The shares were valued at $0.50 per share or $5,237,500 and were expensed over the terms of the respective Consulting Agreements ranging from 3 to 6 months.

 

Professional and accounting fees. Professional and accounting fees for the three months ended September 30, 2019 and 2018 were $3,361 and $141,750, respectively. Professional and accounting fees for the nine months ended September 30, 2019 and 2018 were $20,102 and $144,721, respectively. On August 1, 2018, the Company issued a total of 250,000 shares of its common stock for legal services rendered to the Company. The shares were valued at $0.50 per share or $125,000. Professional fees consist mainly of the fees for the audits and reviews of the Company’s financial statements as well as the filings with the SEC. The Company anticipates that professional fees will increase commensurate with an increase in our operations.

 

Other selling, general and administrative expenses. Other selling, general and administrative expenses for the three months ended September 30, 2019 and 2018 were $1,710 and $3,505, respectively. Other selling, general and administrative expenses for the nine months ended September 30, 2019 and 2018 were $5,338 and $10,543, respectively. We expect that selling, general and administrative expenses will increase as we add personnel to build our business.

 

Other Income (Expense). The Company had net other expenses of $-0- for the nine months ended September 30, 2019 and 2018.  

 

Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements.

 

Personnel

 

The Company has project-based contract personnel that we utilize to carry out our business. We utilize contract personnel on a continuous basis, primarily in connection with service contracts which require a high level of specialization for one or more of the service components offered.

 C: 
 13 
Table of Contents 

 

Liquidity and Capital Resources

 

Since inception, the Company has financed its operations through a series of loans and sales of common stock. As of September 30, 2019, our primary source of liquidity consisted of $340 in cash and cash equivalents. We may seek to secure additional debt or equity capital to finance substantial business development initiatives.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company we are not required to provide this information.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Management’s Report on Disclosure Controls and Procedures

 

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a Company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

 

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the chief executive officer and chief financial officer concluded that the disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in the Company’s periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified. The Company’s chief executive officer and chief financial officer also concluded that the disclosure controls and procedures were ineffective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.

 

Changes in Internal Control over Financial Reporting

 

There have been no significant changes in our internal controls over financial reporting that occurred during the quarter ended September 30, 2019 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

 C: 
 14 
Table of Contents 

PART II

 

OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None

 

ITEM 1A. RISK FACTORS

 

As a smaller reporting company, we are not required to provide the information required by this item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

 

During the three months ended March 31, 2019, the Company sold a total of 200,000 shares of its common stock at a price of $0.50 per share or an aggregate of $100,000 total. The Company also granted Warrants to purchase 200,000 shares for an exercise price of $1.00 per share expiring two years from the date of the sale.

 

During the three months ended September 30, 2018, the Company sold a total of 63,800 shares of its common stock at a price of $0.50 per share or an aggregate of $31,900. The Company also granted Warrants to purchase 63,800 shares for an exercise price of $1.00 per share expiring two years from the date of the sale.

 

During the three months ended September 30, 2018, the Company issued a total of 10,475,000 shares of its common stock for consulting services to be rendered to the Company. The shares were valued at $0.50 per share or $5,237,500 total.

 

During the three months ended September 30, 2018, the Company issued a total of 250,000 shares of its common stock for legal services rendered to the Company. The shares were valued at $0.50 per share or $125,000 total which is included in professional and accounting fees on the statement of operations for the three and nine months ended September 30, 2018.

 

On November 10, 2017 we sold 20,000 shares of our common stock for the price of $0.50 per share or an aggregate of $10,000. We also granted a Warrant to purchase 20,000 shares for an exercise price of $1.00 per share expiring two years from the date of the sale.

 

On September 13, 2017 we sold 30,000 shares of our common stock for the price of $0.50 per share or an aggregate of $15,000. We also granted a Warrant to purchase 30,000 shares for an exercise price of $1.00 per share expiring two years from the date of the sale.

 

On April 26, 2017 we sold 100,000 shares of our common stock for the price of $0.50 per share or an aggregate of $50,000. We also granted a Warrant to purchase 100,000 shares for an exercise price of $1.00 per share expiring two years from the date of the sale.

 

Exemption From Registration Claimed

 

All of the sales by the Company of its unregistered securities were made by the Company in reliance upon Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”). All of the individuals and/or entities listed above that purchased the unregistered securities were all known to the Company and its management, through pre-existing business relationships. All purchasers were provided access to all material information, which they requested, and all information necessary to verify such information and were afforded access to management of the Company in connection with their purchases. All purchasers of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to the Company. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.

 C: 
 15 
Table of Contents 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None.

 

ITEM 5. OTHER INFORMATION

 

Not applicable.

 

ITEM 6. EXHIBITS:

 

The following documents are filed as exhibits to this Form 10-Q:

 

INDEX TO EXHIBITS

 

 

Exhibit

Number

 

 

Title of Document

 3.1   Certificate of Incorporation of IA Energy Corp., a Wyoming corporation.(1)
 3.2   Bylaws of IA Energy Corp., a Wyoming corporation.(1)
 31.1   Certification by Chief Financial Officer, Renato Paraiso, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 31.2   Certification by Chief Executive Officer, Renato Paraiso, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 32.1   Certification by Chief Financial Officer, Renato Paraiso, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 32.2   Certification by Chief Executive Officer, Renato Paraiso, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

(1)Filed as an Exhibit to the Company’s Form S-1/A filed on June 6, 2018.

 

 

 

 

 

 

 

 

 

 C: 
 16 
Table of Contents 

 

 

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.

 

 

    IA ENERGY CORP.
     
Date:  November 19, 2019   By: /s/ Renato Paraiso
    Renato Paraiso
   

Chief Executive Officer and

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 C: 
 17 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
3/31/21
9/30/20
12/31/1910-K,  5,  NT 10-K
Filed on:11/19/19
11/14/19NT 10-Q
For Period end:9/30/19NT 10-Q
6/30/1910-Q
4/15/1910-K
3/31/1910-Q
12/31/1810-K
9/30/1810-Q,  NT 10-Q
8/1/18
6/30/1810-Q
6/6/18
3/31/18
12/31/17
11/10/17
9/13/17
7/25/17
7/1/17
4/26/17
12/31/16
1/6/16
 List all Filings 
Top
Filing Submission 0001391609-19-000186   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Fri., Apr. 19, 12:42:45.1pm ET