Quarterly Report
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Financial
Statements and Notes thereto appearing elsewhere in this Form 10-Q. The
following discussion contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events or our future
performance. Without limitation, the words "believe", "plans", "expects" and
similar expressions are intended to identify forward-looking statements
regarding our intent, belief, and current expectation. These statements are not
guarantees of future performance and are subject to risks and uncertainties that
cannot be predicted or quantified. Consequently, actual results could differ
materially from the expected or implied by such forward-looking
statements. These forward-looking statements represent our judgment as of the
date of the report. We disclaim, however, any intent or obligation to update any
forward-looking statements.
We are a renewable energy technology company focused on developing and commercializing energy conversion technology in the emerging field of fossil fuel alternatives. Over this past year, we have completed the requirements to be a publicly traded company and gotten our trading symbol, GELV. This quarter we moved from a development stage enterprise upon the completion of our first acquisition. Our acquisition strategy is to acquire profitable companies that will leverage the technology that we have developed in the green energy field. Our proprietary prospecting system that reviews dozens of companies on a monthly basis identified two companies that were interested in being acquired by the Company.
Since the Company filed its Form 10K on March 31, 2009, only one of the two
companies mentioned in the filing has a signed definitive agreement. The two
companies under due diligence when the 10K was filed were Peck Electrics, Inc.
and Comanche Live Stock Exchange LLC. Both targets had potential synergy with
the mission of the Company; however, we are continuing with management of Peck
Electrics on further negotiations and we have placed the acquisition process of
this company on hold.
The Letter of Intent with Comanche Live Stock Exchange LLC has proceeded to a
final definitive agreement, as disclosed in the Company's filing of the form 8K
on August 11, 2009. The purchase price for Comanche is $1,000,000. Per the
arrangement agreed upon and the modifications of that arrangement since the
filing of the 8K, the following is the capital commitments required:
1) $50,000 in restricted common stock due when the definitive agreement signed on August 11, 2009.
2) $25,000 due October 25, 2009
3) $25,000 due November 19, 2009
4) $400,000 due upon registration, as described below
5) $250,000 due August 11, 2010
6) $250,000 due August 11, 2011
The source of the funds for this acquisition contract is as follows: The Company has entered into an agreement with Dutchess Equity Fund LP, as disclosed in its September 17, 2009 Form 8K filing. Pursuant to the agreement, Dutchess has agreed to purchase up to $20,000,000 of the Company's common stock for a period of 36 months. The Company however is obligated to file a registration statement with the Securities and Exchange Commission covering approximately 18,000,000 shares of the common stock. In addition, the Company is obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 90 days after the closing date, September 1, 2009.
Up until July 2009, funding has been provided through sale of restricted regulation S common stock. As discussed above, the Company and Dutchess Equity Fund, LP entered into an investment agreement and a registration rights agreement. We anticipate this funding source will provide the resources needed to meet the contractual requirements in our first acquisition contract as well as provide ongoing operating funds to continue with our business plan. Please revisit our earlier filings for more information.
On August 12, 2009 a 1 to 15 forward stock split was announced for all shareholders on record as of July 25, 2009. The additional shares from this forward split have been issued as a book entry with the Transfer Agent, Transfer Online on August 13, 2009. The Shareholders are being notified of their option to receive a share certificate in lieu of book entry.
Plan of Operations
On September 10, 2008, upon approval of our Form 15c211 application, we became a fully reporting, publicly traded company. This allowed us to begin our acquisition process and our activities in this calendar year have been geared toward evaluating the two selected companies and working out the final negotiations. We completed the negations and agreement for the first acquisition, Comanche Livestock Exchange, LLC. This agreement was finalized on July 24, 2009, and this acquisition brings expertise and industry contacts into the Company for our targeted market segment, biomass to fuel. During the final quarter of 2009, we will be returning to discussions with our 2nd acquisition target company and making the decision if that acquisition fits our plans moving into 2010.
We intend to hire qualified individuals to fill the role of Chief of Technology and the role of Chief Financial Officer. We plan to hire engineers and scientists in house or to contract certain research and development efforts with trusted partners. In the first half of 2010, we expect to develop our prototype facility with trusted partners, which we anticipate will cost up to $5,000,000. We expect to use $1,000,000 to develop the current patents that we have pending. The Company also expects to continue to submit patent applications inspired by our research efforts at a conservative rate of one per quarter, commencing in 2010. This prediction is based on:
* the rate of progress in the program,
* the novel area of inventions,
* the past achievements of our intellectual property development program.
The Company plans to raise the required financing for these initial operating activities through the stock sale agreement with Dutchess Equity Fund LP, described above. The ultimate proceeds to be raised is unkown and may result in the Company having to obatin financing from other available debt and equity sources.
On July 14, 2009, our third patent submission, "Direct Steam Injection Heater with Integrated Reactor and Boiler, Patent Number 7,559,537 was approved. This patent is involved in ethanol processing. We will keep this patent active, but at this time our developmental efforts will be focused more on the biomass to fuel applications.
In 2010, we expect to be developing business units to utilize our pending-patent bioreactor technology that targets the bioremediation market. This technology has the flexibility to be applied across many industries and thus broadening the prospective list of acquisitions. We plan to target companies capable of leveraging the technology and capital, while also still conforming to the financial selection criteria. We plan to acquire an ongoing entity in each market, develop a working prototype in each market and then implement the marketing plan for penetration of our technology.
Our strategy for acquiring existing businesses is to give our Company the revenue earned in the acquired entity and capital volume to be listed on the exchanges, as well as to maximize shareholder value. We believe that such acquisitions will allow us access to lower cost funding for future growth. In 2009, we targeted companies to acquire in the range of $1 million to $25 million in annual revenue. As stated earlier in this report, we had two companies under a Letter of Intent agreement. Comanche Livestock Exchange, LLC was acquired on July 24, 2009. The Company is continuing to review the financials and operations of Peck Electric to determine the best fit with the Business Plan as we move into 2010. The financial audit of Comanche Livestock Exchange, LLC was completed in the quarter ending June 30, 2009. These financials were filed in the 8K report on October 13, 2009. A decision about completing the second Letter of Intent acquisition will be made during the fourth quarter of 2009. We continue our proprietary prospecting system to seek other companies that are a good fit for our business plan. Please revisit our earlier filings for more information.
Ethanol Plan
We plan to create an economically sustainable, socially beneficial, environmentally responsible agricultural development that uses an integrated approach to resource management for the economic and social betterment of the world's farmers, rural communities, and citizens. Currently, the ethanol market is a very high cost entry market. We are exploring ways to produce ethanol with non-food bio resources at a much smaller scale than currently being done. As discussed in previous paragraphs, one of our pending patent applications addresses one of the phases of production that will allow for smaller scale and thus lower cost operations. This patent was approved on July 14, 2009. However, with the volatile crude oil market swings of 2008, the Company is postponing any entry into the ethanol production for 2009 until the market conditions for ethanol stabilize.
Bio-Waste Plan
Green Energy Live, Inc. seeks to develop new technologies and along with America's farmers and livestock businesses, expects to be working together to provide "Green Energy" for our future today. This market is currently underserved in the Green Energy industry, thus there are very few competitors in this arena. The Company has searched widely for an acquisition target company in this market and has been unable to locate any competitors that have done more than a one time installation. Green Energy Live has targeted this part of the Green Energy industry to concentrate our resources in 2009 because of the apparent lack of competition.
With the lower cost to produce facilities that use biomass waste, as well as the lack of competitors in this market, Green Energy Live expects to have the ability to move in this market and make a good market penetration to capture a large market share.
The recycling of diverse consumables, such as the re-use of cooking oils and that of animal fats and their waste product, is one part of the bio-fuels innovations, but there are other important aspects regarding this diversity that create opportunities. By using otherwise waste and by-products in this manner we do not upset the 'balance' of the agricultural panoply. Animals raised and plants grown that are already designated for human consumption are not in excess of current needs. However, when it comes to growing crops for biomass fuels for specific use, which unlike fossil fuels are not already there on tap, agricultural planners and environmentalists need to take care that this particular form of supply for modern energy production does not cause us unwanted problems. In 2008, the price of corn increased significantly because of ethanol production. This in turn, affected the price of food in the United States, as well as in other countries. This is not a sustainable business model, thus Green Energy Live is turning to the use of animal waste for the biomass fuel source. Not only does this animal waste need to be handled to prevent it from contaminating the watersheds, but it represents a cost to the animal farmers, ranchers and feed lot owners that affects their profits. Using this animal waste to create energy, instead, turns a cost to the operator into a potential profit center if enough energy
can be created to send out to the grid. At the very least, this animal waste produced in these operations can be used to reduce the demand and cost for utilities, thus reducing the overhead of operations in two ways, eliminating the cost to haul the animal waste off the land and reducing the demand for outside electricity from the grid. There are very few companies offering solutions in this market segment and Green Energy Live, Inc. has determined that this is the best entry point for a new company with limited resources.
Because our focus will be in this segment of the Green Energy industry, the acquisition of Comanche Livestock Exchange, LLC brings expertise to the company for livestock operations. In addition to the industry knowledge and experience of the staff in Comanche, the Company also has access to the current livestock customer base of the Comanche operations. Comanche enjoys tremendous goodwill with its customer base and will work with the Company to introduce the concept of biomass to fuel systems to their customers. In addition, Comanche Livestock Exchange appears to be one of the few, if not the only, auction establishment that has brought their operations to live streaming on the internet. Comanche is in the process of integrating their new scale system that they use with their live auctions to also display on the internet so anyone, anywhere in the world, could conceivably participate in the auction and bid with pricing accuracy for livestock. Comanche expects that this leading edge technology application gives their operation an advantage over the completion in the region and they anticipate that it will assist them to capture a larger market share and increase future revenues. The Company plans to assist Comanche with its technology development. The Company and the personnel in Comanche plan to work together to develop the sales and marketing program to attract the interest of biomass to fuel installations.
Results of Operations
Three months and nine months ended September 30, 2009 and September 30, 2008 Due to the acquisition of the Company's first operating subsidiary, Comanche Livestock Exchange LLC ("CLEL"), on July 24, 2009, the results of operations for the three and nine months ended September 30, 2009 are not comparable to that of the same periods in 2008. Until July 24, 2009, GELV had been engaged in developmental activities such as acquisitions, patent development and financing, and had not generated any revenues while at the same time incurring significant development-related expenses.
Revenues -
The Company recorded revenue of $158,811 and $0 for the three months ended
September 30, 2009 and 2008, respectively. Revenue for the nine months ended
September 30, 2009 and 2008 was also $158,811 and $0, respectively. Reported
revenues were derived entirely from the operations of CLEL for the period July
24, 2009 to September 30, 2009.
Operating Expenses -
Operating expenses were $320,627 for the three months ended September 30, 2009
compared to $151,476 for the three months ended September 30, 2008, an increase
of $169,151 or 112%. Operating expenses for the nine months ended September 30,
2009 and 2008 were $698,861 and $469,913, respectively, an increase of $228,948
or 49%. Of the increase in operating expenses over both periods, approximately
$76,000 is attributable to the operating expenses of CLEL for the period July
24, 2009 to September 30, 2009. The remaining increase in operating expenses for
both periods were primarily attributable to professional and consulting fees
relating to GELV's business development activities, which increased
substantially during the first half of FY09 as the Company positioned itself to
commence significant operations such as the acquisition of CLEL.
Interest Expense -
For the three months ended September 30, 2009 and 2008, the Company recorded
interest expense in the amount of $14,792 and $0, respectively. Interest expense
for the nine months ended September 30, 2009 and 2008 was $14,792 and $0,
respectively. The interest expense relates to interest accrued on the
acquisition note due to the former owner of CLEL, in addition to interest paid
on a real estate bank note assumed as a result of the CLEL acquisition.
Liquidity and Capital Resources
As of September 30, 2009, the Company had cash of $2,323 and a deficit in working capital of $1.04 million. This compares with cash of $4,467 and a deficit in working capital of $326,349 as of December 31, 2008. Cash used by operations was $162,192 for the nine months ended September 30, 2009 versus cash used by operations of $175,213 for the nine months ended September 30, 2008. The increase in working capital deficit was attributable to both developmental activities occurring during the period relating to the CLEL acquisition which increased the Company's current liabilities, and the current portion of Seller-financed debt for that acquisition.
To raise funds for debt and working capital, as described above the Company has reached an agreement with Duchess Equity Fund LP for sale of up to 20,000,000 shares of its stock over a 36 month period, which is contingent upon submission of a registration statement with the SEC. The Company anticipates the stock registration will result in raising capital and facilitate further sales. However, this plan is dependent upon approval of the registration statement by the SEC and there is no guarantee this registration will result in raising sufficient capital to meet the Company's needs, if any at all. In addition, the Company is exploring other private equity and debt financing opportunities.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as "special purpose entities" (SPEs).