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 development stage enterprise. We are a renewable energy technology company focused on developing and commercializing energy conversion technology in the emerging field of fossil fuel alternatives. Now that we have completed the requirements to be a publicly traded company, we are moving to the next step of the Company's development, which is to acquire profitable companies that will leverage the technology that we have developed in the green energy field. We have access to a proprietary prospecting system that reviews dozens of companies on a monthly basis and we have signed Letters of Intent to acquire two companies that will help us get our "biomass to green energy" system developed and in place. These selected, profitable companies have been in business over 19 and 60 years respectively. We plan to complete the company's first acquisition by the end of 2009. Currently, funding has been provided through sale of restricted regulation S common stock. This funding will continue and additional sources will be added once our acquisition is finalized. Please revisit our earlier filings for more information.
Plan of Operations
On September 10, 2008, upon approval of our Form 15c211 application, we became a fully reporting, publicly traded company. On September 11, 2008, we placed 3,000,000 shares of our common stock with a third-party placement agent for sale to that entity's clients at an issuance price of $1.50 per share, of which the Company receives a per share amount to be determined after payment of negotiated placement costs as shares are issued. As of June 30, 2009, no unsold shares remain with this third party agent. These shares were available only to non United States Citizens and persons not residing in the U.S. or in U.S. territories.
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 late 2009, 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 the second half of 2009. 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.
By the fourth quarter of 2009, 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 are targeting companies to acquire in the range of $5 million to $25 million in annual revenue. As stated earlier in this report, we have two companies under a Letter of Intent agreement that are in the due diligence phase of this acquisition process. The financial audit of one of the acquisitions was underway in the quarter ending June 30, 2009. A decision about completing the second Letter of Intent acquisition will be made during the third 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. 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.
Significant Developments Since June 30, 2009
On July 22, 2009, a final agreement was reached with Comanche Livestock Exchange, LLC to become a wholly owned subsidiary of Green Energy Live, Inc. This agreement includes a purchase price of $1,000,000, of which $850,000 is for real property and operations and $150,000 for Good Will. The payment terms include the issuance of 500,000 shares in lieu of a $50,000 down payment to close the deal. In addition to this down payment, Green Energy Live, Inc. will pay an additional $450,000 in cash within 60 days from the date of the definitive agreement, $250,000 within 12 months of the Closing Date, and then the balance of $250,000 within 24 months of the Closing Date.
On August 12, 2009 a 15 to 1 stock dividend was announced for all shareholders on record as of July 25, 2009. This dividend has 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.
Significant Accounting Policies
Our critical accounting policies are described in Note 1 to our financial statements included in our 2008 Annual Report. Certain of our accounting policies are particularly important to the portrayal of our financial position and results of operations and require management's subjective judgments. As a result, these judgments are subject to an inherent degree of uncertainty. In applying these policies, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates include, but are not limited to, deferred costs of developing patents and the effects of liquidity on the development stage aspect of the Company. There have neither been material changes to our critical accounting policies for the periods presented nor any material quantitative revisions to our critical accounting estimates for the periods presented.
Going Concern
The Company's condensed financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.
The ability of the Company to continue as a going concern is also dependent upon its ability to successfully accomplish its plans to generate revenue from business conducted by developing and commercializing energy conversion technology. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classifications of liabilities, or other adjustments that might be necessary should the Company be unable to continue as a going concern.
Development-Stage Company
The Company is considered a development-stage company, with limited operating
revenues during the periods presented, as defined by Statement of Financial
Accounting Standards ("SFAS") No. 7, which requires companies to cumulatively
report their operations, shareholders deficit and cash flows since inception
through the date that revenues are generated from management's intended
operations, among other things. Management has defined inception as January 17,
2007. Since inception, the Company has incurred an operating loss of $1,733,347.
The Company's working capital has been generated through the sales of common
stock. Management has provided cumulative financial data since January 17, 2007,
"Inception", in the financial statements, as a means to allow readers of the
Company's financial information to make informed investment decisions.
Capital raised during the development stage period has been utilized to secure product patents critical to the Company's future growth and to facilitate the creation of strategic plans that may include acquisitions in the Company's target industry, and/or having the ability to manufacture the Company's patented products.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Accounting Period
The Company has adopted a calendar year reporting period. These interim financial statements are prepared consistent with the Company's current development stage status.
Cash and Cash Equivalents
Cash and cash equivalents consist of demand deposits in banks and cash on hand. In the normal course of business, the Company may maintain financial institution deposits that periodically exceed federally insured limits. Management does not consider uninsured cash to be a significant risk.
Deferred Costs of Developing Patents
The Company has submitted three patents for federal regulatory approval. In accordance with Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, these patent amounts, consisting of consulting and legal fees, are stated at cost and are expected to be amortized over their regulatory life if and when patent protection is granted by the United States Patent office. As of June 30, 2009, the official patent authorization had not been granted for any of the patents submitted. However, on July 14, 2009, Patent No. US 7,559,537B1 (Direct Steam Injection Heater With Integrated Reactor and Boiler) was approved
Equipment and Depreciation
Equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which range from 3 to 7 years. Management periodically reviews these assets to determine whether carrying values have been impaired.
Income Taxes
Deferred income tax assets and liabilities are computed annually for differences between the financial statements and federal income tax basis of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income. Deferred income tax benefits result from net operating loss carry forwards. Valuation allowances are established when necessary to reduce the deferred tax assets to the amount expected to be realized. Due to the development stage nature of the Company's business, any deferred tax benefit from the anticipated utilization of net operating losses generated during the interim period have been completely offset by a valuation allowance. Income tax expense is the tax payable or refundable for the period plus, or minus the change during the period in deferred tax assets and liabilities.
Loss Per Common Share (Unaudited)
Basic loss per share represents losses absorbed by common stockholders divided by the weighted average number of common shares outstanding during each reporting period.
Recent Accounting Pronouncements
In May 2009 FASB issued FASB No. 165 Subsequent Events. The objective is to establish general standards for disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This standard has been adopted for the period ended June 30, 2009 and did not have a material impact on the interim condensed financial statements.
In June 2009 FASB issued FASB No. 166 Accounting for Transfers of Financial Assets an amendment of FASB Statement No. 140 Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. The objective is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor's continuing involvement, if any, in transferred financial assets. FASB No. 166 addresses (1) practices that have developed since the issuance of FASB Statement No. 140, that are not consistent with the original intent and key requirements of that Statement and (2) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors. The adoption of this standard will be applied as of the beginning of the first annual reporting period that begins after November 15, 2009 and is not expected to have a material impact on the Company's financial statements.
In June 2009 the FASB issued FASB No. 167 Amendments to FASB Interpretation No.
46(R). The objective is to improve financial reporting by enterprises involved
with variable interest entities. This addresses; (1) the effects on certain
provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation
of Variable Interest Entities, as a result of the elimination of the qualifying
special-purpose entity concept in FASB Statement No. 166, Accounting for
Transfers of Financial Assets, and (2) constituent concerns about the
application of certain key provisions of Interpretation 46(R), including those
in which the accounting and disclosures under the Interpretation do not always
provide timely and useful information about an enterprise's involvement in a
variable interest entity. The adoption of this standard will be applied as of
the beginning of the first annual reporting period that begins after November
15, 2009 and the adoption of this standard is not expected to have a material
impact on the Company's financial statements.
In June 2009 the FASB issued FASB No. 168 The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162. The FASB Accounting Standards Codification (Codification) will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. Following this Statement, the Board will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates. The Board will not consider Accounting Standards Updates as authoritative in their own right. Accounting Standards Updates will serve only to update the Codification, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the Codification. This standard will be adopted for the quarter ended September 30, 2009 and the disclosures will modified consistent with the codification.
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).
Results of Operations
Revenues -
Total revenue for the three-month period ended June 30 2009 and 2008 was nil.
and for the six months ended June 30 2009 and 2008 was $0 and $16, respectfully,
solely consisting of interest income.
Total Expenses -
Total expenses were $206,377 for the three months ended June 30 2009 compared to
$152,212 for the three months ended June 30 2008, an increase of $54,165 or 36%.
The increase in total expenses is attributable to increases in professional fees
($34,806), compensation and benefits ($35,322), and general and administrative
expenses ($17,037), offset by a decrease in consulting fees to shareholders
($33,000).
Total expenses were $378,468 for the six months ended June 30 2009 compared to $318,437 for the six months ended June 30 2008, an increase of $60,031 or 19%. The increase in total expenses is attributable to increases in professional fees ($22,663), compensation and benefits ($73,835), general and administrative expenses ($23,320), and loss on disposal of asset ($213), offset by a decrease in consulting fees to shareholders ($60,000).
Liquidity and Capital Resources
As of June 30 2009, we had cash of $2,040 and a deficit in working capital of $520,824. This compares with cash of $4,467 and a deficit in working capital of $326,349 as of December 31, 2008. Our cash used by operations was $96,264 for the six months ended June 30 2009 versus cash used by operations of $110,890 for the six months ended June 30 2008. Our decrease in cash used by operations, of $14,626 was primarily due to an increase in net loss of $60,047, increase in share based payments of $80,600, increase in accounts payable of $119,810 and decrease in accrued consulting fees to shareholders of $122,000. Our cash flow used in investing activities was $5,578 for the six months ended June 30 2009 versus cash flow used in investing activities of $5,205 for the six months ended June 30 2008, which primarily reflects deferred costs of developing patents, related to the development of biomass technologies. Our cash flow from financing activities was $99,415 for the six months ended June 30 2009 versus cash flows from financing activities of $85,115 for the six months ended June 30 2008, which reflects cash flows from the sales of common stock under a series of Regulation S agreements.
To date, we have been financing our development activities through cash flows from the sales of common stock under a series of Regulation S agreements. We expect to finance our planned development and operating activities principally through cash flows from further Regulation S common stock sales, issuance of restricted common stock for various consulting services and cash flows from our planned SEC stock registration stock sales. We anticipate that the planned SEC stock registration will result in raising capital and facilitate further stock 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. We believe that cash to be generated from future financing activities are adequate to satisfy our operating and capital expenditure requirements for the foreseeable future. However, we may from time to time, seek additional funding through a combination of new collaborative agreements, strategic alliances and debt financing from other sources.