UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

Amendment No. 1

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2016

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to ____________

 

SUNVAULT ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

333-181040

27-4198202

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

 

Suite 200 – 10703 – 181 Street NW , Edmonton, Alberta

T5S 1N3

(Address of principal executive offices)

(Zip Code)

 

778-478-9530

Registrant's telephone number, including area code)

 

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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o

Smaller reporting company

x

(Do not check if a smaller reporting company)

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Date 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 o No x

 

As of May 13, 2016, there were 139,028,815 shares of company common stock issued and outstanding.

   

 

 

EXPLANATORY NOTE

 

Our company is filing this Amendment No. 1 on Form 10-Q/A (the "Amendment") to our quarterly report on Form 10-Q for the period ended March 31, 201 6 (the "Form 10-Q"), filed with the Securities and Exchange Commission on May 16 , 201 6 (the "Original Filing Date"), to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from our Form 10-Q, formatted in XBRL (eXtensible Business Reporting Language):

 

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Schema

101.CAL

XBRL Taxonomy Calculation Linkbase

101.DEF

XBRL Taxonomy Definition Linkbase

101.LAB

XBRL Taxonomy Label Linkbase

101.PRE

XBRL Taxonomy Presentation Linkbase

 

This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-Q. No other changes have been made to the Form 10-Q with the exception of some minor note reference corrections in the financial statements .

 

Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the certifications required pursuant to the rules promulgated under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which were included as exhibits to the Original Report, have been amended, restated and re-executed as of the date of this Amendment No. 1 and are included as Exhibits 31.1 and 32.1 hereto.

 

 
 
 
 

SUNVAULT ENERGY, INC.

Quarterly Report on Form 10-Q

For The Quarterly Period Ended

March 31, 2016

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION

Cautionary Note Regarding Forward-Looking Statements

3

Item 1.

Financial Statements

4

Condensed Consolidated Balance Sheets as of March 31, 2016 (unaudited) and December 31, 2015

F-1

Condensed Consolidated Statements of Operations for the three ended March 31, 2016 and 2015 (unaudited)

F-2

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2016 and 2015 (unaudited)

F-3

Notes to the Condensed Consolidated Financial Statements (unaudited)

F-4

Item 2.

Management's Discussion and Analysis of Financial Condition of and Results of Operations

5

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

11

Item 4.

Controls and Procedures

11

 

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

12

Item 1A.

Risk Factors

15

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

20

Item 3.

Defaults Upon Senior Securities

20

Item 4.

Mine Safety Disclosures

20

Item 5.

Other Information

20

Item 6.

Exhibits

21

SIGNATURES

22

 

 
2
 

 

PART I – FINANCIAL INFORMATION

 

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

 

This report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States; we do not intend to update any of the forward-looking statements to conform these statements to actual results. Risk Factors may include: 

 

·

anticipated growth strategies and our ability to manage the expansion of our business operations effectively;

·

our ability to keep up with rapidly changing technologies and evolving industry standards;

·

our ability to source our needs for skilled employees;

·

the loss of key members of our senior management; and

·

uncertainties with respect to the legal and regulatory environment surrounding our technologies.

·

Ability to finance for projects and the company.

 

Our consolidated financial statements are stated in United States dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

 

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.

 

As used in this current report and unless otherwise indicated, the terms "we", "us", "our" and "Sunvault" mean Sunvault Energy Inc. and our wholly-owned subsidiaries unless otherwise indicated:

 

1.

1454004 Alberta Ltd., an Alberta, Canada corporation;

2.

CleanGen Inc., an Alberta, Canada corporation, the 69.6% owned subsidiary of the Company;

3.

CleanGen Power Corp., the wholly-owned subsidiary of 1454004 Alberta Ltd.;

4.

CleanGen Aboriginal HR Services Ltd., the wholly-owned subsidiary of CleanGen Inc.;

5.

1098541 Alberta Ltd., the wholly-owned subsidiary of CleanGen Inc. and the general partner of

CuttingEdge Tire Recycling Limited Partnership; and

6.

Coole Immersive Inc., the 75.5% owned subsidiary of CleanGen Inc.;

7.

Werkman Transport Inc., an Alberta, Canada corporation.

 

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

 

As used in this quarterly report, the terms the "Company", "Sunvault", "we", "us" and "our" refer to Sunvault Energy Inc., a Nevada company.

 

 
3
 

 

Item 1. Financial Statements

 

SUNVAULT ENERGY, INC.

Condensed Consolidated Financial Statements

March 31, 2016

(Expressed in U.S. dollars)

(unaudited)

 

Index

Condensed Consolidated Balance Sheets

F-1

Condensed Consolidated Statements of Operations

F-2

 

Condensed Consolidated Statements of Cash Flows

F-3

 

Notes to the Condensed Consolidated Financial Statements

F-4

 

 
4
 

 

SUNVAULT ENERGY, INC.

Condensed Consolidated Balance Sheets

(Expressed in U.S. dollars)

 

 

 

March 31,

2016

$

 

 

December 31,

2015

$

 

(unaudited)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

 

3,591

 

 

 

76,657

 

Accounts receivable, net of allowance for doubtful accounts of $108,882 (2015 – $102,037) (Note 3)

 

 

295,486

 

 

 

322,941

 

Inventory (Note 4)

 

 

44,854

 

 

 

43,753

 

Due from related parties (Note 15)

 

 

787,469

 

 

 

602,219

 

Prepaid expenses and deposits

 

 

196,653

 

 

 

179,036

 

Total current assets

 

 

1,328,053

 

 

 

1,224,606

 

 

 

 

 

 

 

 

 

 

Restricted cash

 

 

3,856

 

 

 

3,605

 

Deferred financing costs

 

 

45,613

 

 

 

59,322

 

Property and equipment (Note 5)

 

 

2,201,237

 

 

 

2,244,082

 

Assets held for sale (Note 6)

 

 

475,378

 

 

 

475,378

 

Goodwill (Note 7)

 

 

268,156

 

 

 

251,299

 

Intangible assets (Note 8)

 

 

28,000

 

 

 

28,000

 

Total assets

 

 

4,350,293

 

 

 

4,286,292

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Line of credit

 

 

143,610

 

 

 

111,345

 

Accounts payable and accrued liabilities (Notes 9 and 15)

 

 

2,384,512

 

 

 

2,182,619

 

Grant payable (Note 12)

 

 

747,287

 

 

 

700,308

 

Current portion of capital lease obligations (Note 13)

 

 

271,619

 

 

 

309,071

 

Current portion of long-term debt (Note 11)

 

 

293,014

 

 

 

141,788

 

Current portion of convertible debt (Note 14)

 

 

1,434,805

 

 

 

982,279

 

Deferred revenue

 

 

1,309,970

 

 

 

1,242,583

 

Loans payable (Note 10)

 

 

462,622

 

 

 

348,023

 

Due to related parties (Note 15)

 

 

403,284

 

 

 

371,256

 

Total current liabilities

 

 

7,450,723

 

 

 

6,389,272

 

 

 

 

 

 

 

 

 

 

Capital lease obligations (Note 13)

 

 

429,538

 

 

 

446,045

 

Long-term debt (Note 11)

 

 

 

 

 

155,603

 

Convertible debt (Note 14)

 

 

277,500

 

 

 

739,155

 

Total liabilities

 

 

8,157,761

 

 

 

7,730,075

 

 

 

 

 

 

 

 

 

 

Nature of operations and continuance of business (Note 1)

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 19)

 

 

 

 

 

 

 

 

Subsequent events (Note 21)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

 

 

 

Common stock, 500,000,000 shares authorized, $0.001 par value 139,028,815 and 135,878,613 shares issued and outstanding, respectively

 

 

139,029

 

 

 

135,879

 

Common stock issuable (Note 16)

 

 

1,018,062

 

 

 

2,527,262

 

Additional paid-in capital

 

 

7,386,767

 

 

 

5,502,689

 

Deferred compensation (Note 16)

 

 

 

 

 

(4,849 )

Accumulated other comprehensive income

 

 

177,278

 

 

 

310,472

 

Deficit

 

 

(12,395,025 )

 

 

(11,876,858 )

 

 

 

 

 

 

 

 

 

Total Sunvault Energy, Inc. stockholders' deficit

 

 

(3,673,889 )

 

 

(3,405,405 )

 

 

 

 

 

 

 

 

 

Non-controlling interest

 

 

(133,579 )

 

 

(38,378 )

 

 

 

 

 

 

 

 

 

Total stockholders' deficit

 

 

(3,807,468 )

 

 

(3,443,783 )

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' deficit

 

 

4,350,293

 

 

 

4,286,292

 

 

(The accompanying notes are an integral part of these consolidated financial statements)

 

 
F-1
 

 

SUNVAULT ENERGY, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

(unaudited)

 

 

 

Three Months

Ended

March 31,

2016

$

 

 

Three Months

Ended

March 31,

2015

$

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

Non-program service revenue

 

 

8,279

 

 

 

225,186

 

Recycling fee revenue

 

 

-

 

 

 

167,482

 

Scrap metal revenue

 

 

569

 

 

 

2,938

 

Services rig and software revenue

 

 

4,558

 

 

 

47,105

 

Tire collections revenue

 

 

1,335

 

 

 

67,628

 

Tire shred revenue

 

 

5,634

 

 

 

203,194

 

Transportation revenue

 

 

559,392

 

 

 

572,536

 

 

 

 

 

 

 

 

 

 

Total revenues

 

 

579,767

 

 

 

1,286,069

 

 

 

 

 

 

 

 

 

 

Direct costs

 

 

 

 

 

 

 

 

Amortization

 

 

70,902

 

 

 

76,715

 

Equipment rental and maintenance

 

 

80,872

 

 

 

192,550

 

Freight and transportation

 

 

2,835

 

 

 

130,981

 

Labour and subcontractors (Note 15)

 

 

364,890

 

 

 

639,234

 

Materials

 

 

3,075

 

 

 

101,677

 

Site operating costs

 

 

35,676

 

 

 

47,557

 

Tire processing costs

 

 

-

 

 

 

88,376

 

 

 

 

 

 

 

 

 

 

Total direct costs

 

 

558,250

 

 

 

1,277,090

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

21,517

 

 

 

8,979

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

Amortization

 

 

14,886

 

 

 

15,449

 

Bad debts

 

 

-

 

 

 

12,272

 

Consulting fees (Note 15)

 

 

121,000

 

 

 

82,899

 

Equipment rental and maintenance

 

 

-

 

 

 

16,887

 

Foreign exchange gain (loss)

 

 

(43,391 )

 

 

-

 

General and administrative

 

 

37,216

 

 

 

213,167

 

Management fees (Note 15)

 

 

74,233

 

 

 

596,543

 

Professional fees

 

 

76,906

 

 

 

66,981

 

Rent

 

 

11,235

 

 

 

24,027

 

Research and development (Note 15)

 

 

39,781

 

 

 

-

 

Salaries and subcontracting fees (Note 15)

 

 

100,053

 

 

 

129,011

 

Travel and promotion

 

 

29,868

 

 

 

47,491

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

 

461,787

 

 

 

1,204,727

 

 

 

 

 

 

 

 

 

 

Net loss before other expenses

 

 

(440,270 )

 

 

(1,195,748 )

 

 

 

 

 

 

 

 

 

Other expenses

 

 

 

 

 

 

 

 

Interest expense

 

 

(116,905 )

 

 

(267,729 )

Loss on disposal of property and equipment

 

 

(43,949 )

 

 

-

 

Write-down of related party loan receivable

 

 

(12,244 )

 

 

-

 

 

 

 

 

 

 

 

 

 

Total other expenses

 

 

(173,098 )

 

 

(267,729 )

 

 

 

 

 

 

 

 

 

Net loss

 

 

(613,368 )

 

 

(1,463,477 )

 

 

 

 

 

 

 

 

 

Less: net loss attributable to non-controlling interest

 

 

95,201

 

 

 

135,688

 

 

 

 

 

 

 

 

 

 

Net loss attributable to Sunvault Energy, Inc.

 

 

(518,167 )

 

 

(1,327,789 )

 

 

 

 

 

 

 

 

 

Comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation gain (loss)

 

 

(133,194 )

 

 

64,536

 

 

 

 

 

 

 

 

 

 

Comprehensive loss attributable to Sunvault Energy, Inc.

 

 

(651,361 )

 

 

(1,263,253 )

 

 

 

 

 

 

 

 

 

Loss per share attributable to Sunvault Energy, Inc. shareholders, basic and diluted

 

 

-

 

 

 

(0.01 )

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding used in the calculation of net loss attributable to Sunvault Energy, Inc. per common share

 

 

137,454,350

 

 

 

106,878,613

 

 
(The accompanying notes are an integral part of these
consolidated financial statements)

 

 
F-2
 

 

SUNVAULT ENERGY, INC.

Condensed Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

(unaudited)

 

 

 

Three Months

Ended

March 31,

2016

$

 

 

Three Months

Ended

March 31,

2015

$

 

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(613,368 )

 

 

(1,463,477 )

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Accretion of discounts on convertible debt

 

 

-

 

 

 

297,516

 

Amortization of deferred financing costs

 

 

26,150

 

 

 

7,144

 

Amortization of property and equipment

 

 

85,788

 

 

 

92,164

 

Loss on disposal of property and equipment

 

 

43,949

 

 

 

-

 

Stock-based compensation

 

 

46,587

 

 

 

489,215

 

Write-off of related party loan receivable

 

 

12,244

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

27,455

 

 

 

146,263

 

Inventory

 

 

(1,101 )

 

 

144,601

 

Due from related parties

 

 

(101,676 )

 

 

3,485

 

Prepaid expenses and deposits

 

 

(17,617 )

 

 

(3,699 )

Accounts payable and accrued liabilities

 

 

222,683

 

 

 

17,069

 

Deferred revenue

 

 

67,387

 

 

 

(31,453 )

Due to related parties

 

 

12,528

 

 

 

11,383

 

Net cash used in operating activities

 

 

(188,991 )

 

 

(289,789 )

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advances to related parties

 

 

(120,496 )

 

 

(400,222 )

Proceeds from related parties

 

 

24,678

 

 

 

39,000

 

Proceeds from sale of property and equipment

 

 

27,597

 

 

 

-

 

Purchase of property and equipment

 

 

(1,076 )

 

 

(8,039 )

Net cash used in investing activities

 

 

(69,297 )

 

 

(369,261 )

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Line of credit

 

 

32,265

 

 

 

(8,802 )

Deferred financing costs

 

 

(13,007 )

 

 

(43,320 )

Proceeds from convertible debt

 

 

-

 

 

 

536,327

 

Proceeds from loans payable

 

 

115,739

 

 

 

-

 

Repayment of related party loans

 

 

-

 

 

 

(12,749 )

Repayment of long-term debt

 

 

-

 

 

 

(36,020 )

Repayment of capital lease obligations

 

 

(54,027 )

 

 

(114,262 )

Proceeds from exercises of share purchase warrants

 

 

320,000

 

 

 

-

 

Net cash provided by financing activities

 

 

400,970

 

 

 

321,174

 

 

 

 

 

 

 

 

 

 

Effect of foreign exchange rate changes on cash

 

 

(215,748 )

 

 

67,402

 

Change in cash

 

 

(73,066 )

 

 

(270,474 )

Cash, beginning of period

 

 

76,657

 

 

 

547,936

 

Cash, end of period

 

 

3,591

 

 

 

277,462

 

 

 

 

 

 

 

 

 

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment financed under capital lease

 

 

-

 

 

 

496,573

 

Shares issued to settle convertible debt

 

 

15,000

 

 

 

-

 

Shares issued to settle accounts payable and accrued liabilities

 

 

1,290

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest paid

 

 

22,086

 

 

 

22,543

 

Income taxes paid

 

 

-

 

 

 

9,164

 


(The accompanying notes are an integral part of these
consolidated financial statements)

 

 
F-3
 

 

SUNVAULT ENERGY, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2016

(Expressed in U.S. dollars)

(unaudited)

 

 
 

1.

Basis of Presentation

 

The accompanying interim condensed consolidated financial statements of Sunvault Energy, Inc. (the "Company") should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company's financial position and the results of its operations and its cash flows for the periods shown.

 

The preparation of condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.

 

These condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at March 31, 2016, the Company has a working capital deficiency of $6,122,670 and has an accumulated deficit of $12,395,025 since inception. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

2.

Significant Accounting Policies

 

(a)

Principles of Consolidation

 

These consolidated financial statements and related notes are prepared in conformity with accounting principles generally accepted in the United States and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and the following entities:

 

Werkman Transport Inc.

Wholly-owned subsidiary of the Company

1454004 Alberta Ltd.

Wholly-owned subsidiary of the Company

CleanGen Inc.

69.6% owned subsidiary of the Company

CleanGen Power Corp.

Wholly-owned subsidiary of 1454004 Alberta Ltd.

CleanGen Aboriginal HR Services Ltd.

Wholly-owned subsidiary of CleanGen Inc.

1098541 Alberta Ltd.

Wholly-owned subsidiary of CleanGen Inc.

Cutting Edge Tire Recycling Limited Partnership

Wholly-owned subsidiary of 1098541 Alberta Ltd.

Coole Immersive Inc.

75.5% owned subsidiary of CleanGen Inc.

 

All inter-company balances and transactions have been eliminated.

 

 
F-4
 

 

SUNVAULT ENERGY, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2016

(Expressed in U.S. dollars)

(unaudited)

 

(b)

Comprehensive Income

 

ASC 220, " Comprehensive Income " establishes standards for the reporting and display of comprehensive income and its components in the financial statements. For the three months ended March 31, 2016 and 201 5 , comprehensive income (loss) consists of foreign currency translation gain s and losses .

 

(c)

Recent Accounting Pronouncements

 

In 2014, the Financial Accounting Standards Board issued new accounting guidance related to revenue recognition. This new standard will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition guidance provides a unified model to determine when and how revenue is recognized. The core principal is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective beginning January 1, 2017 and can be applied either retrospectively for each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is evaluating the impact and approach to adopting this accounting guidance on the consolidated financial statements.

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

3.

Accounts Receivable

 

 

 

March 31,

2016

$

 

 

December 31,

2015

$

 

 

 

 

 

 

 

 

Trade accounts receivable

 

 

346,218

 

 

 

394,116

 

GST receivable and other receivable

 

 

58,150

 

 

 

30,862

 

Allowance for doubtful accounts

 

 

(108,882 )

 

 

(102,037 )

 

 

 

 

 

 

 

 

 

 

 

 

295,486

 

 

 

322,941

 

 

 
F-5
 

 

SUNVAULT ENERGY, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2016

(Expressed in U.S. dollars)

(unaudited)

 

4.

Inventory

 

 

 

March 31,

2016

$

 

 

December 31,

2015

$

 

 

 

 

 

 

 

 

Tire mulch and other

 

 

8,367

 

 

 

7,194

 

Tire shred

 

 

36,487

 

 

 

36,559

 

 

 

 

 

 

 

 

 

 

 

 

 

44,854

 

 

 

43,753

 

 

5.

Property and Equipment

 

 

 

Cost

$

 

 

Accumulated amortization

$

 

 

Net book

value as at

March 31,

2016

$

 

 

Net book

value as at

December 31,

2015

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Building

 

 

84,771

 

 

 

4,024

 

 

 

80,747

 

 

 

76,415

 

Computer equipment

 

 

33,002

 

 

 

21,285

 

 

 

11,717

 

 

 

12,311

 

Field and production equipment

 

 

1,539,974

 

 

 

617,941

 

 

 

922,033

 

 

 

1,014,976

 

Furniture

 

 

54,482

 

 

 

22,627

 

 

 

31,855

 

 

 

34,186

 

Land

 

 

66,179

 

 

 

-

 

 

 

66,179

 

 

 

62,018

 

Transportation equipment

 

 

1,211,233

 

 

 

161,763

 

 

 

1,049,470

 

 

 

1,002,325

 

Vehicles

 

 

64,000

 

 

 

24,764

 

 

 

39,236

 

 

 

41,851

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,053,641

 

 

 

852,404

 

 

 

2,201,237

 

 

 

2,244,082

 

 

 
F-6
 

 

SUNVAULT ENERGY, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2016

(Expressed in U.S. dollars)

(unaudited)

 

As at March 31, 2016, included in field and production equipment are assets under capital lease with an original cost of $97,239 (December 31, 2015 - $147,514) and accumulated amortization of $28,743 (December 31, 2015 - $26,968). Included in transportation equipment are assets under capital lease with an original cost of $1,123,331 (December 31, 2015 - $1,052,712) and accumulated amortization of $134,275 (December 31, 2015 - $109,382). During the three months ended March 31, 2016, amortization expense includes $20,476 (2015 - $18,498) related to assets under capital leases.

 

6.

Assets Held For Sale

 

 

 

Balance

$

 

 

 

 

 

Balance, December 31, 2015 and March 31, 2016

 

 

475,378

 

 

Assets held for sale consists of solar panels which the Company acquired in 2013 .

  

7.

Goodwill

 

 

 

Cost

$

 

 

Foreign currency

translation adjustment

$

 

 

Impairment

$

 

 

Net carrying

value as at

March 31, 2016

$

 

 

Net carrying

value as at

December 31,

2015

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Werkman Transport Inc.

 

 

2,475,424

 

 

 

(66,726 )

 

 

(2,140,542 )

 

 

268,156

 

 

 

251,299

 

 

8.

Intangible Assets

 

 

 

Cost

$

 

 

Accumulated amortization

$

 

 

Net book

value as at

March 31,

2016

$

 

 

Net book

value as at

December 31,

2015

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electrical energy storage device capacitor license

 

 

3,000

 

 

 

-

 

 

 

3,000

 

 

 

3,000

 

Electrical energy storage device battery license

 

 

7,500

 

 

 

-

 

 

 

7,500

 

 

 

7,500

 

Lighting wand license

 

 

7,500

 

 

 

-

 

 

 

7,500

 

 

 

7,500

 

Graphene-based plastics license

 

 

10,000

 

 

 

-

 

 

 

10,000

 

 

 

10,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28,000

 

 

 

-

 

 

 

28,000

 

 

 

28,000

 

 

As at March 31, 2016, the licenses acquired were not in use. As such, no amortization has been recorded to date.

 

 
F-7
 

 

SUNVAULT ENERGY, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2016

(Expressed in U.S. dollars)

(unaudited)

 

9.

Accounts Payable and Accrued Liabilities

 

 

 

March 31,

2016

$

 

 

December 31,

2015

$

 

 

 

 

 

 

 

 

Trade accounts payable

 

 

1,836,949

 

 

 

1,732,625

 

Accrued liabilities

 

 

81,975

 

 

 

56,640

 

Accrued interest (Notes 12 and 14)

 

 

313,884

 

 

 

245,074

 

GST payable

 

 

26,416

 

 

 

21,644

 

Income taxes payable

 

 

9,509

 

 

 

8,911

 

Payroll payable

 

 

54,969

 

 

 

60,859

 

Other payable

 

 

60,810

 

 

 

56,866

 

 

 

 

 

 

 

 

 

 

 

 

 

2,384,512

 

 

 

2,182,619

 

 

10.

Loans Payable

 

(a)

As at March 31, 2016, the Company owed $115,281 (December 31, 2015 – $115,281) to a company controlled by a significant shareholder of the Company for expenses paid on behalf of the Company. The amount due is non-interest bearing, unsecured, and due on demand.

(b)

As at March 31, 2016, the Company owed $17,820 (Cdn$23,100) (December 31, 2015 – $16,692 (Cdn$23,100)) to a non-related party. The amount due bears interest at 8.5% per annum, is unsecured, is repayable in four quarterly installments of Cdn$6,266 beginning on March 1, 2016, and is due on December 1, 2016.

(c)

As at March 31, 2016, the Company owed $9,252 (Cdn$12,000) (December 31, 2015 – $12,000) to a non-related party. The amount due bears interest at 8.5% per annum, is unsecured, is repayable in four quarterly installments of Cdn$3,255 beginning on March 1, 2016, and is due on December 1, 2016.

(d)

As at March 31, 2016, the Company owed $5,012 (Cdn$6,500) (December 31, 2015 – $nil) to a non-related party. The amount due bears interest at 8.5% per annum, is unsecured, and is due on December 1, 2016.

(e)

As at March 31, 2016, the Company owed $5,012 (Cdn$6,500) (December 31, 2015 – $nil) to a non-related party. The amount due bears interest at 8.5% per annum, is unsecured, and is due on February 9, 2017.

 

 

 
F-8
 

 

SUNVAULT ENERGY, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2016

(Expressed in U.S. dollars)

(unaudited)

  

10. Loans Payable (continued)

 

(f)

As at March 31, 2016, the Company owed $310,245 (December 31, 2015 – $204,050) to various non-related parties for proceeds received pursuant to the future exercise of share purchase warrants. The share purchase warrants are exercisable at a price of $0.50 per share of common stock for a period of 90 days from when the Company's cease trade order in Canada has been lifted. To exercise the share purchase warrants, each holder must first exercise a minimum of 25% of the respective share purchase warrants issued on demand.

 

11.

Long-term Debt

 

 

 

March 31,

2016

$

 

 

December 31,

2015

$

 

 

 

 

 

 

 

 

Business Development Bank of Canada, repayable in monthly instalments of Cdn$6,000 plus interest at 7%, maturing May 17, 2018, secured by a general interest in all present and after acquired property. The Company is in default of the loan so the balance due is now due on demand.

 

 

138,792

 

 

 

130,067

 

 

 

 

 

 

 

 

 

 

Business Development Bank of Canada, repayable in monthly instalments of Cdn$6,667 plus interest at 8%, maturing May 17, 2018, secured by a general interest in all present and after acquired property. The Company is in default of the loan so the balance due is now due on demand.

 

 

154,222

 

 

 

144,526

 

 

 

 

 

 

 

 

 

 

John Deere Finance, repayable in monthly installments of Cdn$1,262 including interest at 0%, maturing on January 1, 2018, secured by specific equipment.

 

 

-

 

 

 

22,798

 

 

 

 

 

 

 

 

 

 

 

 

 

293,014

 

 

 

297,391

 

 

 

 

 

 

 

 

 

 

Less: current portion

 

 

(293,014 )

 

 

(141,788 )

 

 

 

 

 

 

 

 

 

Long-term portion

 

 

-

 

 

 

155,603

 

 

Principal repayments on long-term debt on an annual basis are as follows:

 

Year

 

Cdn$

 

 

$

 

 

 

 

 

 

 

 

2016

 

 

380,010

 

 

 

293,014

 

 

 
F-9
 

 

SUNVAULT ENERGY, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2016

(Expressed in U.S. dollars)

(unaudited)

 

12.

Grant Payable

 

On March 31, 2014, CleanGen Power Corp., received a demand for payment from the province of Alberta pursuant to the biorefining commercialization and market development program grant agreement (the "Grant Agreement"). The amount consists of Cdn$969,157 of grant funds disallowed under the Grant Agreement and interest earned on the grant funds calculated at the CIBC prime rate per annum. As at March 31, 2016, $747,287 (Cdn$969,157) (December 31, 2015 - $700,308 (Cdn$969,157)) is owed. As at March 31, 2016, accrued interest of $141,370 (Cdn$183,343) (December 31, 2015 - $126,902 (Cdn$175,619)) is included in accounts payable and accrued liabilities.

  

13.

Capital Lease Obligations

 

 

 

March 31,

2016

$

 

 

December 31,

2015

$

 

 

 

 

 

 

 

 

Travelers Financial Corporation, equipment lease repayable in monthly installments of Cdn$2,093, due in June 2016, secured by transportation equipment.

 

 

4,773

 

 

 

8,849

 

 

 

 

 

 

 

 

 

 

Travelers Financial Corporation, equipment lease repayable in monthly installments of Cdn$1,943, due in August 2016, secured by transportation equipment.

 

 

7,130

 

 

 

10,434

 

 

 

 

 

 

 

 

 

 

Travelers Financial Corporation, equipment lease repayable in monthly installments of Cdn$2,123, due in September 2016, secured by transportation equipment.

 

 

11,136

 

 

 

14,750

 

 

 

 

 

 

 

 

 

 

Coast Capital, equipment lease repayable in monthly instalments of Cdn$1,186 including interest at 8.23% per annum, due in July 2017, secured by production equipment.

 

 

17,032

 

 

 

15,962

 

 

 

 

 

 

 

 

 

 

Coast Capital, equipment lease repayable in monthly instalments of Cdn$1,067 including interest at 8.23% per annum, due in July 2017, secured by production equipment.

 

 

24,866

 

 

 

23,303

 

 

 

 

 

 

 

 

 

 

Travelers Financial Corporation, equipment lease repayable in monthly instalments of Cdn$2,875, due in January 2018, secured by transportation equipment.

 

 

41,363

 

 

 

43,416

 

 

 

 

 

 

 

 

 

 

Travelers Financial Corporation, equipment lease repayable in monthly installments of Cdn$4,188, due in June 2018, secured by transportation equipment.

 

 

79,593

 

 

 

82,050

 

 

 

 

 

 

 

 

 

 

Travelers Financial Corporation, equipment lease repayable in monthly installments of Cdn$6,109 for the first six payments and thereafter to decrease to Cdn$4,345, due in March 2019, secured by transportation equipment.

 

 

104,136

 

 

 

104,915

 

 

 

 

 

 

 

 

 

 

Mercado Capital Corporation, equipment lease repayable in monthly installments of Cdn$1,745, due in June 2019, secured by transportation equipment.

 

 

46,025

 

 

 

44,926

 

 

 

 

 

 

 

 

 

 

Blue Chip Leasing Corporation, equipment lease repayable in monthly installments of Cdn$819, due in June 2019, secured by transportation equipment.

 

 

15,853

 

 

 

15,908

 

 

 

 

 

 

 

 

 

 

National Leasing Group Inc., equipment lease repayable in monthly installments of Cdn$783, due in June 2019, secured by transportation equipment.

 

 

15,313

 

 

 

15,282

 

 

 

 

 

 

 

 

 

 

Westana Equipment Leasing Inc., equipment lease repayable in monthly installments of Cdn$2,190, due in June 2019, secured by transportation equipment.

 

 

40,070

 

 

 

39,897

 

 

 

 

 

 

 

 

 

 

Westana Equipment Leasing Inc., equipment lease repayable in monthly installments of Cdn$2,190, due in June 2019, secured by transportation equipment.

 

 

40,070

 

 

 

39,897

 

 

 

 

 

 

 

 

 

 

National Leasing Group Inc., equipment lease repayable in monthly installments of Cdn$823, due in June 2019, secured by transportation equipment.

 

 

17,733

 

 

 

16,618

 

 

 

 

 

 

 

 

 

 

Travelers Financial Corporation, equipment lease repayable in monthly installments of Cdn$3,674, due in February 2020, secured by transportation equipment.

 

 

110,879

 

 

 

107,536

 

 

 

 

 

 

 

 

 

 

Travelers Financial Corporation, equipment lease repayable in monthly installments of Cdn$4,070, due in March 2020, secured by transportation equipment.

 

 

125,185

 

 

 

123,553

 

 

 

 

 

 

 

 

 

 

Roynat -Takeuchi Mini Excavator, equipment lease repayable in monthly instalments of Cdn$1,464 including interest at 6.5% per annum, due in March 2020, secured by specific field equipment.

 

 

-

 

 

 

47,820

 

 

 

 

 

 

 

 

 

 

 

 

 

701,157

 

 

 

755,116

 

 

 

 

 

 

 

 

 

 

Less: current portion

 

 

(271,619 )

 

 

(309,071 )

 

 

 

 

 

 

 

 

 

Long-term portion

 

 

429,538

 

 

 

446,045

 

 

 
F-10
 

 

SUNVAULT ENERGY, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2016

(Expressed in U.S. dollars)

(unaudited)

  

13.

Capital Lease Obligations (continued)

 

Future minimum lease payments related to capital lease obligations are as follows:

 

 

 

$

 

 

 

 

 

2016

 

 

278,974

 

2017

 

 

248,709

 

2018

 

 

198,058

 

2019

 

 

85,460

 

2020

 

 

12,134

 

 

 

 

 

 

 

 

 

823,335

 

 

 

 

 

 

Less: imputed interest

 

 

(122,178 )

 

 

 

 

 

 

 

 

701,157

 

 

 

 

 

 

Less: current portion

 

 

(271,619 )

 

 

 

 

 

Long-term portion

 

 

429,538

 

 

14.

Convertible Debt

 

(a)

Effective April 22, 2014, the Company entered into private placement subscription agreements with several investors pursuant to which the Company issued convertible debentures in the aggregate amount of $180,200 and $40,482 (Cdn$52,500). The convertible debentures are unsecured, bear interest at 8% per annum and paid quarterly, due on April 22, 2016, and may be converted into shares of the Company's common stock at any time at the conversion price of $0.30 per share. The Company incurred financing costs of $23,450 in connection with the financing, which was deferred and is being amortized over the term of the debt. During the three months ended March 31, 2016, the Company amortized $2,919 (2015 - $2,887) of the deferred financing costs.

 

 
F-11
 

 

SUNVAULT ENERGY, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2016

(Expressed in U.S. dollars)

(unaudited)

 

In accordance with ASC 470-20, "Debt with Conversion and Other Options", the Company determined that the convertible promissory note contained no embedded beneficial conversion feature as the convertible promissory note was issued with a conversion price higher than the fair market value of the Company's shares of common stock at the time of issuance.

 

(b)

Effective December 15, 2014, the Company entered into private placement subscription agreements with several investors pursuant to which the Company issued convertible debentures in the aggregate amount of $725,990 and $40,712 (Cdn$52,800). The convertible debentures are unsecured, bear interest at 10% per annum and paid quarterly, due on December 15, 2016, and may be converted into shares of the Company's common stock, after six months from issuance, at a conversion price of $0.20 per share. If converted into common shares, the holder is entitled to one full warrant with an exercise price of $0.50 for a period of two years. The Company must pay back the principal amount outstanding and accrued and unpaid interest any time before or at the maturity date, which is two years from the date of issuance. The Company incurred financing costs of $63,042 in connection with the financing, which was deferred and is being amortized over the term of the debt. During the three months ended March 31, 2016, the Company amortized $5,311 (2015 - $4,257) of the deferred financing costs.

 

In accordance with ASC 470-20, " Debt with Conversion and Other Options ", the Company recognized the intrinsic value of the embedded beneficial conversion feature of $428,335 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible debentures from the effective date to the first convertible date. During the three months ended March 31, 2016 , the Company had accreted $nil (2015 - $191,128) of the debt discount which was recorded as interest expense. On February 12, 2016, the Company issued 81,452 shares of common stock for the conversion of $15,000 of these debentures and $1,290 of accrued interest. Refer to Note 16(c). As at March 31, 2016, the carrying values of the convertible debentures were $710,990 (December 31, 2015 - $725,990) and $40,712 (Cdn$52,800) (December 31, 2015 - $38,153 (Cdn$52,800)).

 

(c)

Effective March 1, 2015, the Company entered into private placement subscription agreements with several investors pursuant to which the Company issued convertible debentures in the aggregate amount of $447,000 and $14,655 (Cdn$20,000). The convertible debentures are unsecured, bear interest at 8.5% per annum and paid quarterly, and may be converted into shares of the Company's common stock, after six months from issuance or if the stock trades above $0.75 for a 14 calendar day period, at a conversion price of $0.25 per share. If converted into common shares, the holder is entitled to one full warrant with an exercise price of $1.00 for a period of two years. The Company must pay back the principal amount outstanding and accrued and unpaid interest any time before or at the maturity date, which is two years from the date of issuance. The Company incurred financing costs of $32,820 in connection with the financing, which was deferred and is being amortized over the term of the debt. During the three months ended March 31, 2016, the Company amortized $4,353 (2015 - $nil) of the deferred financing costs.

 

In accordance with ASC 470-20, " Debt with Conversion and Other Options ", the Company recognized the intrinsic value of the embedded beneficial conversion feature of $259,164 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible debentures from the effective date to the first convertible date . During the three months ended March 31, 2016, the Company accreted $nil (2015 - $8,329) of the debt discount which was recorded as interest expense. As at March 31, 2016, the carrying values of the convertible debentures were $447,000 (December 31, 2015 - $447,000) and $15,421 (Cdn$20,000) (December 31, 2015 - $14,655 (Cdn$20,000)).

 

(d)

Effective June 1, 2015, the Company entered into private placement subscription agreements with several investors pursuant to which the Company issued convertible debentures in the aggregate amount of $277,500. The convertible debentures are unsecured, bear interest at 8.5% per annum and paid quarterly, and may be converted into shares of the Company's common stock, after six months from issuance or if the stock trades above $1.00 for a 14 calendar day period, at a conversion price of $0.50 per share. If converted into common shares, the holder is entitled to one full warrant with an exercise price of $1.00 for a period of two years. The Company must pay back the principal amount outstanding and accrued and unpaid interest any time before or at the maturity date, which is two years from the date of issuance. The Company incurred financing costs of $17,500 in connection with the financing, which was deferred and is being amortized over the term of the debt. During the three months ended March 31, 2016, the Company amortized $2,645 (2015 - $nil) of the deferred financing costs.

 

In accordance with ASC 470-20, " Debt with Conversion and Other Options ", the Company recognized the intrinsic value of the embedded beneficial conversion feature of $ 166,500 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible debentures from the effective date to the first convertible date. As at March 31, 2016 , the carrying values of the convertible debentures were $277,500 (December 31, 2015 - $277,500).

 

 
F-12
 

 

SUNVAULT ENERGY, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2016

(Expressed in U.S. dollars)

(unaudited)

 

15.

Related Party Transactions

 

(a)

As at March 31, 2016, the Company owed $84,727 (December 31, 2015 - $67,108) to a company controlled by the Chief Executive Officer of the Company for unpaid management fees and expenses paid on behalf of the Company. The amount due is unsecured, non-interest bearing, and due on demand.

(b)

As at March 31, 2016, the Company was owed $93,979 (December 31, 2015 - $81,735) from a company with common officers and directors for cash advances. The amount due is unsecured, non-interest bearing, and due on demand. During the three months ended March 31, 2016, the Company recorded an allowance of $93,979 against the outstanding balance.

(c)

As at March 31, 2016, the Company owed $nil (December 31, 2015 - $19,500) to the former Chief Technology Officer of the Company for cash advances. The amount due is unsecured, non-interest bearing, and due on demand. The amount was reallocated to accounts payable and accrued liabilities.

(d)

As at March 31, 2016, the Company owed $14,980 (December 31, 2015 - $14,980) to the Secretary of the Company for cash advances. The amount due is unsecured, non-interest bearing, and due on demand.

(e)

As at March 31, 2016, the Company owed $213,956 (December 31, 2015 - $180,240) to a company controlled by a director of the Company for expenses paid on behalf of the Company and unpaid management fees. The amount due is unsecured, non-interest bearing, and due on demand.

(f)

As at March 31, 2016, the Company owed $118,992 (December 31, 2015 - $86,537) to a company controlled by the President of the Company for unpaid management fees. The amount due is unsecured, non-interest bearing, and due on demand. Of this amount, $32,455 (December 31, 2015 - $nil) was included in accounts payable and accrued liabilities.

 

 
F-13
 

 

SUNVAULT ENERGY, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2016

(Expressed in U.S. dollars)

(unaudited)

 

15.

Related Party Transactions (continued)

 

(g)

As at March 31, 2016, the Company was owed $38,997 (December 31, 2015 - $27,706) from a company with common directors for cash advances. The amount due is unsecured, non-interest bearing, and due on demand.

 
(h)

As at March 31, 2016, the Company was owed $595,360 (December 31, 2015 - $469,608) from a company controlled by common officers and directors for cash advances. The amount due is non-interest bearing, due on demand, and secured by solar panels owned by this company.

 
(i)

As at March 31, 2016, the Company was owed $66,105 (December 31, 2015 - $66,105) from a company controlled by a significant shareholder for cash advances. The amount due is unsecured, non-interest bearing, and due on demand.

 
(j)

As at March 31, 2016, the Company was owed $6,170 (December 31, 2015 - $5,780) from a shareholder of the Company who has a significant influence in the Company's operations for cash advances. The amount due is unsecured, non-interest bearing, and due on demand.

 
(k)

As at March 31, 2016, the Company was owed $5,000 (December 31, 2015 - $3,613 (Cdn$5,000)) from a director of the Company for cash advanced. As at March 31, 2016, the Company owed $37,004 (December 31, 2015 - $21,262 (Cdn$29,425)) to this director of the Company for unpaid consulting fees, which was included in accounts payable and accrued liabilities. The amounts due are unsecured, non-interest bearing, and due on demand.

 
(l)

As at March 31, 2016, the Company owed $49,000 (December 31, 2015 - $nil) to a director of the Company, which was included in accounts payable and accrued liabilities. The amount due is unsecured, non-interest bearing, and due on demand.

 
(m)

As at March 31, 2016, the Company owed $66,655 (Cdn$86,445) (December 31, 2015 - $62,466 (Cdn$86,445)) to the former President of 1454004 and companies controlled by the former President of 1454004 for cash advances. Of this amount, $63,571 (Cdn$82,445) (December 31, 2015 - $59,575 (Cdn$82,445)) was included in accounts payable and accrued liabilities. The amount due is unsecured, non-interest bearing, and due on demand.

 
(n)

As at March 31, 2016, the Company was owed $9,329 (Cdn$12,099) (December 31, 2015 – $4,408 (Cdn$6,099)) from the President of Coole Immersive Inc. for cash advances. The amount due is unsecured, non-interest bearing, and due on demand.

 
(o)

As at March 31, 2016, the Company was owed $66,508 (Cdn$86,251) (December 31, 2015 – $24,999 (Cdn$34,595)) from the President of WTI for cash advances. The amount due is unsecured, non-interest bearing, and due on demand.

 
(p)

For the three months ended March 31, 2016, the Company incurred management fees of $nil (2015 - $13,085) to the former President of 1454004 and companies controlled by the former President of 1454004.

 
(q)

For the three months ended March 31, 2016, the Company incurred research and development expense of $30,000 (2015 - $nil) to a director of the Company.

 
(r)

For the three months ended March 31, 2016, the Company incurred labour and subcontractor costs of $nil (2015 - $56,718) to a company controlled by the brother of the President of WTI.

 

 
F-14
 

 

SUNVAULT ENERGY, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2016

(Expressed in U.S. dollars)

(unaudited)

 

(s)

For the three months ended March 31, 2016, included in consulting fees are the following amounts:

 

 

·

$37,500 (2015 - $nil) incurred to the President of the Company;

 

·

$nil (2015 - $9,000) incurred to the former Chief Technology Officer of the Company; and

 

·

$10,777 (2015 - $nil) incurred to directors of the Company.

 

(t)

For the three months ended March 31, 2016, included in salaries and subcontracting fees are the following amounts:

 

 

·

$5,493 (2015 - $nil) incurred to the President of Coole Immersive Inc.; and

 

·

$nil (2015 - $19,687) incurred to the son of the former President of 1454004.

 

(u)

For the three months ended March 31, 2015, included in management fees are the following amounts:

 

 

·

$30,000 (2015 - $30,000) incurred to the Chief Executive Officer of the Company;

 

·

$34,260 (2015 - $46,612) incurred to a director of the Company;

 

·

$22,062 (2015 - $24,158) incurred to the President of WTI; and

 

·

· $nil (2015 - $492,917) incurred to a company controlled by the President of the Company.

 

16.

Common Stock

 

(a)

On February 9, 2016, the Company agreed to issue 1,690,000 shares of common stock with a fair value of $1,149,200 as consulting fees. The amount was recorded as shares issuable as at December 31, 2015.

(b)

(a)   On February 10, 2016, the Company issued 500,000 shares of common stock with a fair value of $360,000 for a signing bonus to a consultant which was recorded as shares issuable as at December 31, 2015. The Company also issued of 78,750 shares of common stock with a fair value of $41,738 to settle amounts owing to this consultant. Refer to Note 19(l) .

(c)

On February 12, 2016, the Company issued 81,452 shares of common stock for the conversion of a convertible debenture in the amount of $15,000 plus accrued interest of $1,290. Refer to Note 14(b).

(d)

On February 29, 2016, the Company issued 800,000 shares of common stock pursuant to the exercise of share purchase warrants with an exercise price of $0.40 for total proceeds of $320,000. The share purchase warrants were issued pursuant to an offer letter dated January 28, 2016, wherein the Company offered certain holders of the convertible debentures, effective December 15, 2014, an election to immediately exercise the share purchase warrants that were issuable upon conversion of the convertible debentures at an amended exercise price of $0.40 per share.

 

 
F-15
 

 

SUNVAULT ENERGY, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2016

(Expressed in U.S. dollars)

(unaudited)

 

(e)

As at March 31, 2016, the Company had $171,395 (December 31, 2015 – $171,395) in common stock issuable to a company controlled by the President of WTI for the acquisition of certain assets and assumption of certain liabilities of 1301540 Alberta Ltd. on April 15, 2014.

(f)

(a)   As at March 31, 2016, the Company had $486,667 (December 31, 2015 – $486,667) in common stock issuable to a company controlled by a director of the Company for management fees incurred. Refer to Note 19(g).

(g)

(a)   As at March 31, 2016, the Company had $360,000 (December 31, 2015 – $360,000) in common stock issuable to a consultant pursuant to a consulting agreement dated April 22, 2015. Refer to Note 19(i). The fair value of the common stock was determined based on the closing price of the Company's common stock .

(h)

On March 1, 2014, the Company entered into a consulting agreement with a non-related party for a period of one year commencing March 1, 2015. As consideration for these services, the Company issued 300,000 shares of common stock with a fair value of $30,000 which was recorded as deferred compensation. During the three months ended March 31, 2016, the Company expensed $4,849 of the deferred compensation as consulting fees which reflects the pro-rata portion of the services provided to March 31, 2016.

 

17.

Stock Options

 

On February 6, 2014, the Company adopted the 2014 Stock Option Plan which permits the Company to grant stock options for up to 12,968,800 shares of common stock to officers, directors, employees, and consultants. The Board of Directors will determine the exercise price and vesting schedule for stock options granted. The maximum term of stock options granted is five years.

 

A summary of the Company's stock option activity is as follows:

 

 

 

Number of
options

 

 

Weighted average exercise price

$

 

 

Aggregate
intrinsic value

$

 

 

 

 

 

 

 

 

 

 

 

Outstanding, December 31, 2015 and March 31, 2016

 

 

3,100,000

 

 

 

0.10

 

 

 

1,364,000

 

 

Additional information regarding stock options outstanding as at March 31, 2016, is as follows:

 

 

 

 

Outstanding and exercisable

 

Range of

exercise prices

$

 

 

Number of shares

 

 

Weighted average remaining contractual life (years)

 

 

Weighted average

exercise price

$

 

 

 

 

 

 

 

 

 

 

 

 

0.10

 

 

 

3,100,000

 

 

 

2.9

 

 

 

0.10

 

 

 
F-16
 

 

SUNVAULT ENERGY, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2016

(Expressed in U.S. dollars)

(unaudited)

 

18.

Share Purchase Warrants

 

The following table summarizes the continuity of share purchase warrants:

 

 

 

Number of

warrants

 

 

Weighted average exercise price

$

 

 

 

 

 

 

 

 

Balance, December 31, 2015

 

 

2,030,000

 

 

 

0.57

 

 

 

 

 

 

 

 

 

 

Issued

 

 

800,000

 

 

 

0.40

 

Exercised

 

 

(800,000 )

 

 

0.40

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2016

 

 

2,030,000

 

 

 

0.57

 

 

As at March 31, 2016, the following share purchase warrants were outstanding:

 

Number of warrants

 

 

Exercise

price

$

 

 

Expiry date

 

 

 

 

 

 

 

 

 
100,000

 

 

 

2.00

 

 

April 15, 2017

 
1,930,000

 

 

 

0.50

 

 

90 days from when the Company's cease trade order in Canada has been lifted

 

 

 

 

 

 

 

 

 

 
2,030,000

 

 

 

 

 

 

 

 

 

 
F-17
 

 

SUNVAULT ENERGY, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2016

(Expressed in U.S. dollars)

(unaudited)

 

19.

Commitments and Contingencies

 

(a)

On September 14, 2011, CleanGen Power received notice that The Groundworx Co. ("Groundworx") was seeking damages of Cdn$33,678 for repair services provided for a Doppstadt Shredder (the "Shredder"). Management of CleanGen Power asserts that any repair services provided for the Shredder was done without the agreement and the knowledge of CleanGen Power. On October 5, 2012, CleanGen Power filed a Statement of Defense and Counterclaim, seeking damages of Cdn$6,000,000 from Groundworx for the following: (i) trespassing, including physical damage to the gates and structures located on land that CleanGen Power was entitled to possession of; (ii) removal and conversion of the Shredder without permission; (iii) consequential losses arising from, but not limited to, CleanGen Power's inability to perform its obligations under agreements with third parties as a direct result of the loss of the Shredder; (iv) damages arising from the disruption of CleanGen Power's business, causing CleanGen Power to be unable to honour all of its financial obligations to third parties; and (v) administrative time and resources spent by CleanGen Power to locate the Shredder and to deal with the abovementioned acts of Groundworx. On November 16, 2012, CleanGen Power received a Statement of Defense to Counterclaim from Groundworx, who denied all of the allegations in the Counterclaim. There have been no changes to the case since April 30, 2013 when CGPC served its Affidavit of Records. CleanGen Power has until April 30, 2016 to advance the action or it risks automatic dismissal for delay by the Court.

(b)

On December 9, 2013, the Company entered into a licensing agreement pursuant to which the Company has been granted a royalty-bearing, exclusive license to certain patented inventions. The Company has agreed to pay the licensor $3,000 and issue shares of common stock equal to a fair value of $30,000 on or before January 8, 2014. The Company will pay royalties to the licensor calculated based on 4% of net sales for licensed products and processes. The minimum royalty payments are to be paid in advance on a quarterly basis as follows: December 3, 2018: - $500; year 2019 - $2,000; year 2020 - $4,000; year 2021 - $6,000; year 2022 - $8,000; and $10,000 for year 2023 and every year thereafter for the life of the agreement. If the first sale of a licensed product occurs before 2019, the first minimum royalty payment will be due on December 31 of the year in which the first sale occurred and the due dates for the subsequent minimum royalty payments will be adjusted accordingly. The Company must provide funding of at least $50,000 by January 6, 2014 for research by the licensor in the area of electrochemical based solar cells with energy storage capacity. In addition, the Company must pay the licensor milestone payments as follows: $5,000 upon completion of a working prototype due on March 31, 2018 and $10,000 upon its first commercial sale due on March 31, 2019. The Company must execute the first commercial sales of products to a retail customer on or before March 31, 2019 or the licensor has the right to terminate the agreement. The term of this license will continue until the latter of the date that no licensed patent remains a pending application or an unforceable patent, or the date on which the licensee's obligation to pay royalties expires.

 

 
F-18
 

 

SUNVAULT ENERGY, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2016

(Expressed in U.S. dollars)

(unaudited)

 

19.

Commitments and Contingencies (continued)

 

(c)

On January 16, 2014, the Company entered into an agreement with a company controlled by the President of the Company whereby the Company is to pay $10,000 per month, which is to be paid with shares of common stock of the Company until the Company has adequate funding. If the agreement is terminated by the Company without cause or as a result of a change in control, the company controlled by the President of the Company will be entitled to termination pay of $240,000.

(d)

On April 15, 2014, the Company entered into a management agreement with a company controlled by the President of WTI whereby the Company is to pay Cdn$10,000 per month for the management services for a term of five years.

(e)

On April 24, 2014, the Company entered into a Services and Commission Agreement with Aboriginal Financial Services Corporation ("AFSC"), a company controlled by the President of the Company, pursuant to which AFSC will provide the Company with knowledge regarding various Aboriginal peoples, groups, organizations and First Nations, Metis and Inuit communities ("Aboriginal Stakeholders") and their business practices to assist the Company in identifying utility resource development and associated services to assist the Company with contractual arrangements for the development of resource opportunities on Aboriginal lands.

 

Under the terms of the agreement, the Company agreed to pay AFSC a one-time retainer of Cdn$3,000 upon execution of the agreement and reimburse AFSC on a monthly basis for pre-approved out-of-pocket expenses. The Company has also agreed to issue the following shares based on various target contracts, as more particularly described in the agreement:

 

i)

500,000 shares of common stock at the then prevailing market rate for any and all target contracts having a total capital investment value of up to Cdn$4,999,999 issuable as of the date of signing of target contracts with Aboriginal Stakeholders.

ii)

An additional 500,000 shares of common stock at the then prevailing market rate will be deemed earned and issuable as of the date of completion of the target contracts.

iii)

A further 500,000 shares of common stock at the prevailing market rate for any and all target contracts having a cumulative total capital investment of Cdn$5,000,000 or more upon completion of the target contracts. Such shares will be deemed earned and issuable upon the target contracts being completed.

 

The Company also agreed to pay AFSC a commission for any and all third party financing introduced to the Company by AFSC as follows:

 

i)

10% of the first Cdn$1,000,000, plus;

ii)

8% of the second Cdn$1,000,000, plus;

iii)

6% of the third Cdn$1,000,000, plus;

iv)

4% of the fourth Cdn$1,000,000, plus;

v)

2% of everything above Cdn$4,000,000.

 

 
F-19
 

 

SUNVAULT ENERGY, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2016

(Expressed in U.S. dollars)

(unaudited)

 

19.

Commitments and Contingencies (continued)

 

The agreement may be terminated by either party with 90 days written notice.

 

On September 26, 2014, pursuant to an addendum to the Services and Commission Agreement with AFSC, the Company issued 500,000 shares of common stock to AFSC as additional consideration for AFSC's performance of services rendered in identifying and introducing other business opportunities to the Company.

 

(f)

On September 14, 2014, the Company entered into an agreement with a company controlled by a director of the Company whereby the Company is to pay Cdn$5,500 per month, payable in semi-monthly installments, which is to be paid with shares of common stock of the Company until the Company has adequate funding. If the agreement is terminated by the Company without cause or as a result of a change in control, this Company will be entitled to termination pay of $66,000 per year of service rendered

(g)

On March 18, 2015, the Company entered into a management agreement with AFSC for services to be rendered as an officer and director of the Company. In consideration for the management services rendered, the Company agrees to pay AFSC the following fees and expenses:

 

i)

Upon execution of this agreement, the Company agrees to issue to AFSC 666,667 unrestricted common voting shares of the Company at the then prevailing market price and stock options as determined by the Board of Directors (refer to Note 16(f));

ii)

The Company agrees to pay to AFSC a monthly fee of $12,500, plus applicable taxes, in equal semi-monthly installmentswhich is to be paid with shares of common stock of the Company until the Company has adequate funding;

iii)

The Company agrees to pay AFSC for all reasonable and necessary travel and out of pocket expenses incurred in fulfilling its obligations under this agreement upon verification of all related receipts; and

iv)

The Company agrees to issue common stock and stock options to AFSC, at its discretion at such times and in such amounts as it determines from time to time. AFSC shall be entitled to participate in other incentive plans or employee incentive stock options. Such stock options are to be exercisable for a minimum period of five years from the date of grant, considered earned and fully vested at the time of issue regardless of whether AFSC exercises its right, and the Company shall have no right to cancel or rescind such stock options granted thereafter.

 

(h)

On April 2, 2015 and amended on December 15, 2015, the Company entered into a technology development and license agreement (the "License Agreement") with a consultant and a company with common directors. Pursuant to the License Agreement, in consideration of the license granted to the Company and the related company for the development of the EESD graphene-based supercapacitor, the Company is to pay a monthly laboratory operations funding fee of $10,000 and issue 3,000,000 shares of common stock to the consultant. The common stock issued were assigned to the related company.

(i)

On April 22, 2015, the Company entered into an agreement with a non-related party whereby the Company is to pay Cdn$12,500 per month for services rendered. At the successful conclusion of the probationary period of four months, the Company is to issue a bonus of 500,000 shares of common stock. As at March 31, 2016, the Company had $360,000 in common stock issuable to this consultant. Refer to Note 16(g).

 

 
F-20
 

 

SUNVAULT ENERGY, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2016

(Expressed in U.S. dollars)

(unaudited)

 

19.

Commitments and Contingencies (continued)

 

(j)

On April 30, 2015, the Company filed a Notice of Claim with the Court of Queen's Bench of Alberta against Albert Klyne, Norma Klyne, 1804164 Alberta Inc., and Margaret Ward (collectively, "Klyne et al"). The Company seeks rescission of the share purchase agreement to acquire 100% of the shares of 1454004 Alberta Ltd. (the "Agreement") or damages in the amount of Cdn$10,000,000 due to fraudulent misrepresentations made by Klyne et al. On July 24, 2015, the Court of Queen's Bench of Alberta issued an order to prevent Klyne et al from transferring, encumbering, pledging or in any way alienating the common shares of the Company received under the Agreement. On September 4, 2015, the Company received a Statement of Defense from Klyne et al. which stated that pursuant to the Agreement, any dispute will be resolved by arbitration and the facts set forth in the Statement of Claim were denied. As the Company did not take the dispute to arbitration, Klyne et al is seeking dismissal of the action due to substantial breaches of the terms of the Agreement by the Company. On September 4, 2015, the Company received a Notice of Counterclaim from Klyne et al. The Company is being sued for not taking the dispute to arbitration in accordance with the Agreement and Klyne et al is seeking the delivery of the common shares to be provided pursuant to the Agreement.

(k)

On October 21, 2015, the Company entered into an agreement with a consultant for services to be rendered for a term of one year with automatic six months renewal terms unless terminated in writing by either party. In consideration for the services rendered or introductions made to financing sources by the consultant ("Financing Transaction"), the consultant shall be entitled to receive a success fee equal to 10% of the Company's proceeds from the Financing Transaction once the Financing Transaction is closed. Payment of the success fee shall be made concurrently with the first payment on the Financing Transaction and shall be based upon the total proceeds paid directly or indirectly or for the benefit of the Company by or for the financing source as a result of the transaction. If the Company is acquired or a deal is closed by reverse merger, the consultant shall be entitled to receive a success fee equal to 8% of the value of the merger. The Company shall pay the success fee from the proceeds due to it. All monies have to be realized and received by the Company prior to the payment of the success fee.

(l)

On November 9, 2015, the Company entered into an agreement with a non-related party whereby the Company is to pay Cdn$10,000 per month for services rendered and issue a signing bonus of 500,000 shares of common stock upon execution. The Company also agreed to pay two months compensation for work previous to the signing of the agreement. Refer to Note 16(b).

(m)

On November 20, 2015, the Company received an Amended Notice of Civil Claim from Shaw Production Way Holdings Inc. (formerly known as Shawood Lumber Inc.) ("Shaw"). Shaw asserts that in August 2014, the Company and Shaw entered into an agreement pursuant to which Shaw would transfer its security interest in Stealth Ventures Inc. ("Stealth") secured note (the "Secured Note") to the Company, but would retain possession of the Secured Note until such time as the preferred shares are converted into free trading common shares of the Company at $0.30 per share or Shaw receives cash from Stealth. In September 2015, Shaw tendered to convert the preferred shares of the Company into common shares of the Company, which were not received. Shaw sought relief for damages for the Company's breach of the agreement and an order for the Company to deliver the common shares or damages of approximately $1,000,000 plus interest and costs. On January 29, 2016, the Company has filed an Amended Response to the Civil Claim. Management of the Company asserts that pursuant to a written contract dated August 14, 2014, the Company would authorize the issuance of $900,000 worth of preferred shares, convertible into common stock at $0.30 per share, in exchange for transfer of the Secured Note. The Company, jointly with Shaw, would continue to hold as security a charge on the assets of Stealth until either the conversion of the preferred shares to common shares or redemption of the note on or before July 31, 2015. Management asserts that Shaw did not transfer the debenture to the Company as required under the agreement.

(n)

On November 29, 2015 but effective November 25, 2015, the Company entered into a services and commission agreement with a consultant for services to be rendered. In consideration for the services rendered to introduce and assist the Company to enter in agreements with various interested stakeholders for the development of certain business opportunities (the "Target Contracts"), the Company agrees to pay total commission in cash equal to 10% of the amount of the total final Target Contract(s) for the proposed project(s) undertaken by the interested stakeholders. If the full amount of the Target Contract(s) is not paid all at once, pro-rated commissions using a ratio of the amount advanced over the amount of the total contract value shall be paid within three days of the Company receiving the funds for said project(s). The agreement may be terminated by either party with 90 days written notice.

In the event of circumvention, either directly or indirectly, the Company agrees to pay a monetary penalty equal to the remuneration the consultant was entitled to under this agreement, plus all legal expenses incurred in the recovery of such remuneration plus interest equivalent to 1.5% compounded monthly for all outstanding amounts owing. The consultant shall be entitled to its remuneration regardless of circumvention as if circumvention had not occurred.

(o)

On December 10, 2015, the Company received a notice of claim from Russel Matichuk for unpaid services in the amount of Cdn$99,750, damages of Cdn$25,500 for wrongful termination, pre-judgment interest, and costs. The claim is for supposed unpaid and owed salary and severance from the CleanGen group of companies. The Company has filed a response to the claim that there is no record of him being an employee and that if his claim is true, his amounts owing were never disclosed to the Company and will be added to the ongoing litigation against Albert and Norma Klyne for misrepresentation and lack of disclosure during the acquisition of CleanGen Inc. by the Company.

 

 
F-21
 

 

SUNVAULT ENERGY, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2016

(Expressed in U.S. dollars)

(unaudited)

 

20.

Segmented Information

 

The Company has three reportable segments: (i) recycling services, (ii) services rig and software revenue , and (iii) transportation services. The Company allocates resources to and assess the performance of each reportable segment using information about its revenue and operating income (loss). The Company does not evaluate operating segments using discrete asset information.

 

The "Corporate and other" category includes income, expenses and charges such as:

 

 

·

results of operations of various initiatives which support all of the Company's reportable segments;

 

·

corporate management costs, such as human resources, finance and legal, not allocated to the Company's reportable segments; and

 

·

stock-based compensation.

 

The following table summarizes the financial performance of the Company's reportable segments:

 

 

 

2016

$

 

 

2015

$

 

 

 

 

 

 

 

 

Recycling services

 

 

15,817

 

 

 

666,428

 

Services rig and software revenue

 

 

4,558

 

 

 

47,105

 

Transportation services

 

 

573,684

 

 

 

591,275

 

Elimination of inter-segment net revenue

 

 

(14,292 )

 

 

(18,739 )

 

 

 

 

 

 

 

 

 

Total consolidated net revenue

 

 

579,767

 

 

 

1,286,069

 

 

 
F-22
 

 

SUNVAULT ENERGY, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2016

(Expressed in U.S. dollars)

(unaudited)

 

20.

Segmented Information (continued)

 

The following table provides a reconciliation to the Company's consolidated operating results:

 

 

 

2016

$

 

 

2015

$

 

 

 

 

 

 

 

 

Recycling services

 

 

(243,634 )

 

 

(422,106 )

Services rig and software revenue

 

 

(17,543 )

 

 

7,215

 

Transportation services

 

 

88,082

 

 

 

34,275

 

Corporate and other

 

 

(267,175 )

 

 

(815,132 )

 

 

 

 

 

 

 

 

 

Total consolidated operating loss

 

 

(440,270 )

 

 

(1,195,748 )

 

Segmentation by geographical location is not presented as all revenues are earned in Canada and all long-lived assets are located in Canada. Total assets by segment are not presented as that information is not used to allocate resources or assess performance at the segment level and is not reviewed by the Chief Operating Decision Maker of the Company.

 

21.

Subsequent Events

 

(a)

Subsequent to March 31, 2016, the Company advanced $50,000 and Cdn$49,000 to a company with common officers and directors. The amounts advanced are unsecured, non-interest bearing, and due on demand.

(b)

On April 5, 2016, the Company entered into loan agreements with several investors in the total amounts of $50,000 and Cdn$10,500. The loans payable bear interest at 8.5% per annum, are unsecured, and are due on April 5, 2017.

(c)

On April 8, 2016, the Company received proceeds in the amounts of Cdn$157,000 pursuant to a loan agreement with an investor. The loan payable bears interest at 8.5% per annum, is unsecured, and is due on April 8, 2017.

(d)

On April 11, 2016, the Company and its subsidiary, CleanGen Inc., entered into a share transfer agreement with a company controlled by common officers and directors. Pursuant to the share transfer agreement, the Company agreed to sell its 69.6% interest in CleanGen Inc. for consideration of Cdn$1.

(e)

On April 13, 2016, the Company received a loan repayment of $66,080 from a company controlled by an individual who has a significant influence in the Company's operations.

(f)

On April 20, 2016, the Company advanced proceeds of Cdn$80,000 to a company with common directors. The amount is unsecured, non-interest bearing, and due on demand.

(g)

On May 4, 2016, the Company received a loan repayment of $119,185 from a company with common directors.

 

 
F-23
 

 

Item 2. Financial Information – Management's Discussion and Analysis

 

The following discussion should be read in conjunction with the unaudited consolidated financial statements and the related notes for Sunvault Energy, Inc. ("Sunvault") for the quarter ended March 31, 2016 that appear elsewhere in this Form 10-Q. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Form 10-Q, particularly in the section entitled "Risk Factors" beginning on page  15.

 

Our Business Developments

 

On March 29, 2016, Sunvault and Edison Power Company ("Edison") entered into an agreement which revises the Finder's Fee Agreement dated December 14, 2015 (the "Finder's Agreement") pursuant to which Sunvault had issued to Edison 25,000,000 common shares in consideration of certain finder's services. And whereas, Edison and Sunvault (individually and collectively the "Parties"), have deemed it to be in their mutual best interest to rescind the Finder's Agreement for the purposes of facilitating the licensing of certain technology and intellectual property by Edison to Sunvault in exchange for the 25,000,000 common shares issued.

 

On April 5, 2016 the board of directors of Sunvault ratified that:

 

1.

The March 29, 2016 Agreement and corresponding rescission of the Finder's Fee Agreement dated December 14, 2015 are hereby ratified and approved;

2.

The issuance of 25,000,000 common shares of the Company to Edison Power Company on December 15, 2015 in consideration of the March 29, 2016 Agreement is hereby ratified and approved;

3.

The December 15, 2015 Agreement is hereby ratified and approved;

4.

The issuance of 3,000,000 Common Shares of the Company to Edison Power Company on December 15, 2015 in consideration of the Technology Development and License Agreement dated April 2, 2015, as amended by the December 15, 2015 Agreement, be and is hereby ratified and approved. The issuance of 500,000 common shares each to Robert Murray-Smith and Stephen Mills for joining as directors was also ratified.

 

On April 4, 2016, Sunvault Energy entered into a formal agreement with Aboriginal Power Corp ("APC"). The Right Of First Opportunity agreement whereby APC shall not offer to any person any new project without first offering to Sunvault the opportunity to do so. With respect to any new project that APC intends to offer to other parties, APC shall give to Sunvault a written notice of such intention together with sufficient details on the nature and the characteristics of the new project and the terms and conditions offered to Sunvault with respect to the right to participate in the New Project. On or before the expiry of a thirty (30) day delay from the date of receipt of APC's notice, Sunvault shall notify APC in writing of its acceptance of the terms and conditions offered by APC failing which it shall be deemed to have rejected APC's offer.

 

On April 11, 2016, the board of directors of Sunvault approved the sale of its 70% ownership in CleanGen Inc, including Clean Gen Power, Coole Immersive and CuttingEdge Tire Recycling to Aboriginal Power Corp. The sale was completed at a nominal amount recognizing the work required to turn those business units into operationally sound profit producing entities. The agreement for the sale was completed the same business day.

 

On April 12, 2016, Aboriginal Power Corp pledged the share of stock, described as 25 Class A Common voting shares of stock of Slatchinum Development Corporation represented and approximately 1MW of Solar panels recently acquired by APC through the recent purchase of CleanGen Inc. as collateral security to secure the payment of the debt owing to Sunvault.

 

 
5
 

 

Results of Operations for the Quarters Ended March 31, 2016 and 2015

 

Our operating results for the quarters ended March 31, 2016 and 2015 are summarized as follows:

 

For the three months ended March 31, 2016, Sunvault incurred a net loss of $613,368 compared to a net loss of $1,463,477 in the three months ended March 31, 2015. The improved results for the quarter ended March 31, 2016 is mainly attributable to reduced loss generating activities in the tire re-cycling division.

 

 

 

Three months

ended

March 31,

2016

 

 

Three months

ended

March 31,

2015

 

 

 

$

 

 

$

 

Total revenues

 

 

579,767

 

 

 

1,286,069

 

Direct costs

 

 

(558,250 )

 

 

(1,277,090 )

Operating expense

 

 

(461,787 )

 

 

(1,204,727 )

Other expenses

 

 

(173,098 )

 

 

(267,729 )

Net loss

 

 

(613,368 )

 

 

(1,463,477 )

Net loss attributable to non-controlling interest

 

 

95,201

 

 

 

135,688

 

Net loss attributable to the Company

 

 

(518,167 )

 

 

(1,327,789 )

 

Liquidity and Financial Condition

 

  Working Capital

 

 

 

March 31, 2016

 

 

December 31, 2015

 

 

 

$

 

 

$

 

Current Assets

 

 

1,328,053

 

 

 

1,224,606

 

Current Liabilities

 

 

7,450,723

 

 

 

6,389,272

 

Working Capital (Deficit)

 

 

(6,122,670 )

 

 

(5,164,666 )

  

As of March 31, 2016, Sunvault had current assets of $1,328,053 (consisting of cash, accounts receivable, inventory, prepaid expenses and deposits, and amounts due from related parties) and current liabilities of $7,450,723, resulting in a working capital deficit of $6,122,670 compared to a working capital deficit of $5,164,666 as of December 31, 2015.

 

 
6
 

 

Cash Flows

 

 

 

Three months

ended

March 31,

2016

 

 

Three months

ended

March 31,

2015

 

 

 

$

 

 

$

 

Net Cash Used in Operating Activities

 

 

(188,991 )

 

 

(289,789 )

Net Cash Used in Investing Activities

 

 

(69,297 )

 

 

(369,261 )

Net Cash Provided by Financing Activities

 

 

400,970

 

 

 

321,174

 

Effect of Exchange Rate Changes on Cash

 

 

(215,748 )

 

 

67,402

 

Decrease in Cash

 

 

(73,066 )

 

 

(270,474 )

 

Operating Activities

 

Net cash used in operating activities for the three months ended March 31, 2016 was $188,991, which includes net loss of $613,368 (before non-controlling interest attribution), compared to $289,789 of net cash used in operating activities for the three months ended March 31, 2015.

 

Investing Activities

 

During the three months ended March 31, 2016, Sunvault had net cash used in investing activities of $69,297, which includes $1,076 for the purchase of property and equipment, and $120,496 advanced to related parties, offset by $27,597 in proceeds received from the sale of property and equipment, and $24,678 in proceeds received from related parties. For the three months ended March 31, 2015, net cash used in investing activities was $369,261, which consisted of $8,039 for the purchase of property and equipment, and $400,222 advanced to related parties, offset by $39,000 in proceeds received from related parties.

 

Financing Activities

 

During the three months ended March 31, 2016, Sunvault had net cash provided by financing activities of $400,970 which includes $115,739 of proceeds from loans payable, $320,000 of proceeds from exercising warrants and $32,265 of proceeds from the line of credit, offset by repayments of capital lease obligations of $54,027, and $13,007 of deferred financing costs. For the three months ended March 31, 2015, net cash provided by financing activities was $321,174 consisting of proceeds of $536,327 from convertible debt, offset by $8,802 payment to the line of credit, $12,749 payment to related parties, repayment of long-term debt of $36,020, repayments of capital lease obligations of $114,262, and $43,320 of deferred financing cost s.

 

Liquidity and Capital Resources Available to Us

 

As at March 31, 2016 and the date of this filing, we do not have sufficient cash in our bank accounts to cover our current expenses and estimated future expenses. We intend to meet our cash requirements for the next 12 months through equity financing, if such equity financing becomes available to us. There is no assurance that we will be successful in obtaining any such affiliate loans or in completing any private placement financings to continue our current operations .

 

 
7
 

 

We intend to meet our cash requirements for the next 12 months through equity financing, if such equity financing becomes available to us. There is no assurance that we will be successful in obtaining any such affiliate loans or in completing any private placement financings to continue our current operations.

 

We estimate that our expenses over the next 12 months will be approximately $4,750,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.

 

 

Expenses

 

Description

 

$

 

Legal and accounting fees

 

 

500,000

 

Product development

 

 

1,000,000

 

Marketing and advertising

 

 

200,000

 

Business development

 

 

500,000

 

Salaries and consulting fees

 

 

2,000,000

 

General and administrative

 

 

550,000

 

Total

 

 

4,750,000

 

 

We currently do not have any arrangements in place to receive loans or other financing from our president or any other officer or for the completion of any further private placement financings and there is no assurance that we will be successful obtaining any such affiliate loans or in completing any further private placement financings. There is also no assurance that our president will provide financing on terms that will be acceptable to us. We may not raise sufficient funds to fully carry out our business plan. The Company has also entered into a real estate development project, but this project is self-funded through work equity partners in the project and has no debt. The Anaerobic projects will be funded through traditional bank funding.

 

Off-Balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

 

Inflation

 

The effect of inflation on our revenues and operating results has not been significant.

 
Critical Accounting Policies

 

Our consolidated financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete listing of these policies is included in Note 2 of the notes to our consolidated financial statements for the year ended December 31, 2015. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by management.

 

 
8
 

 
 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with U.S. 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. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, the estimated useful lives and recoverability of property and equipment, valuation of inventory, impairment of goodwill and licenses, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

Goodwill

 

Goodwill represents the excess of the acquisition price over the fair value of identifiable net assets acquired. Goodwill is allocated at the date of the business combination. Goodwill is not amortized, but is tested for impairment annually, during the fourth quarter, or more frequently if events or changes in circumstances indicate the asset may be impaired. These events and circumstances may include a significant change in legal factors or in the business climate, a significant decline in the Company's share price, an adverse action of assessment by a regulator, unanticipated competition, a loss of key personnel, significant disposal activity and the testing of recoverability for a significant asset group.

 

The Company consists of a single reporting unit. The impairment test is carried out in two steps. In the first step, the carrying amount of the reporting unit including goodwill is compared with its fair value. The estimated fair value is determined utilizing a market-based approach, based on the quoted market price of the Company's stock in an active market, adjusted by an appropriate control premium. When the carrying amount of a reporting unit exceeds its fair value, goodwill of the reporting unit is considered to be impaired and the second step is necessary.

 

In the second step of the goodwill impairment test, the implied fair value of the reporting unit's goodwill is compared with its carrying amount to measure the amount of the impairment loss, if any. The implied fair value of goodwill is determined in the same manner as the value of goodwill is determined in a business combination using the fair value of the reporting unit as if it were the acquisition price. When the carrying amount of the reporting unit's goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess and is presented as a separate line item in the consolidated statements of operations. Establishing an implied fair value of goodwill requires the Company to make estimates for key inputs into complex valuation models and to apply significant judgment in the selection of estimates, assumptions and methodologies required to complete the analysis. Areas of judgment include, but are not limited to, development of multi-year business cash flow forecasts, the selection of discount rates and the identification and valuation of unrecorded assets.

 

Impairment of Long-lived Assets

 

In accordance with ASC 360, " Property, Plant, and Equipment ", the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

 

 
9
 

 

Revenue Recognition

 

For tires qualifying under Alberta Recycling Management Authority ("ARMA") programs, tire collections revenue from ARMA is recognized when tires are picked up from clients. Revenue from ARMA for processing these tires is recognized when the tire shred is delivered to an approved location. Costs incurred to process these tires are recorded as inventory until delivery occurs.

 

For tires that do not qualify under ARMA programs ("non-program" tires), tire collections revenue is recognized when tires are received at the Company's premises and collectability is reasonable assured. Customers also pay a recycling fee for tires delivered to the Company's premises, which is recorded as deferred revenue. The Company recognizes the recycling fee revenue once the tires have been processed.

 

Revenue on sales of processed tires is recognized when a price is agreed, tire shred is delivered to customers, and collectability is reasonably assured.

 

The Company derives further revenue from wood recycling, equipment rentals, sand sales, tipping fees, service rig training, transportation, and software service. In accordance with ASC 605, Revenue Recognition , revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the amount is fixed and determinable, and collectability is reasonably assured.

 

Management assesses the business environment, customers' financial condition, historical collection experience, accounts receivable aging, and customer disputes to determine whether collectability is reasonable assured. If collectability is not considered reasonably assured at the time of sale, the Company does not recognize revenue until collection occurs.

 

Stock-based Compensation

 

The Company records stock-based compensation in accordance with ASC 718, "Compensation – Stock Compensation" and ASC 505, "Equity Based Payments to Non-Employees" , using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

 

Recent Accounting Pronouncements

 

In 2014, the Financial Accounting Standards Board issued new accounting guidance related to revenue recognition. This new standard will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition guidance provides a unified model to determine when and how revenue is recognized. The core principal is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective beginning January 1, 2017 and can be applied either retrospectively for each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is evaluating the impact and approach to adopting this accounting guidance on the consolidated financial statements.

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

 
10
 

 

Item 3. Quantitative And Qualitative Disclosures About Market Risk.

 

Pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item as we are a "smaller reporting company."

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to our management, including our chief executive officer (our principal executive officer, principal financial officer and principal accounting officer), as appropriate, to allow timely decisions regarding required disclosure.

 

As required by Rule 13a-15(e), our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as of December 31, 2015. Based upon, and as of the date of this evaluation, our chief executive officer (our principal executive officer, principal financial officer and principal accounting officer), and in light of the material weaknesses identified below, concluded that our disclosure controls and procedures were not effective.

 

We will recruit experienced professionals to ensure that we include all necessary disclosures in our filings with the Securities and Exchange Commission. Although we believe that this corrective step will enable management to conclude that the disclosure controls over our financial reporting are effective when the staff is trained, we cannot assure you these steps will be sufficient. We may be required to expend additional resources to identify, assess and correct any additional weaknesses in internal control.

 

Changes in Internal Control over Financial Reporting

 

There has been no change in our internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 
11
 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. We are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

 

On or about February 15, 2014, our company became aware of an executed agreement signed by Mr. Derek Bannister, who was at that time a director of our company, between Millennium and Westpoint and John Crawford, who was at that time a director and chief executive officer of our company, and received confirmation from the major shareholder groups Millennium and Westpoint that they planned to move ahead to cancel share certificates equaling 35,000,000 shares of common stock. Our company has exercised the agreement to cancel these shares. Our company was then made aware by an email copy from a Bahamian Court that a disagreement within the shareholder group has arisen due to this decision, Our company is awaiting the results of that dispute and may have to retract or modify the statement made in a press release depending on the updates we receive from the shareholder groups authorized management. It is our company's position that the shares are cancelled.

 

As above, on January 7, 2014, we entered into an agreement with our largest shareholder group Millennium Trends International Inc. and West Point International Inc., who negotiated the transaction with our former chief executive officer and director, John Crawford, while he was still in office. This transaction gave the direction to return 35,000,000 shares of our common stock to treasury. The shares returned under the agreement were owned by Millennium Trends International Inc. and West Point International Inc. both of which are Bahamian Companies.

 

Our company has made a claim against Derek Bannister, a former director of our company, and Dan Giesbrecht. The case is currently in the discovery phase and will proceed in due course.

 

Our company is also providing its support to one of our major shareholder groups for a duplicate action with similar merits against Messrs. Bannister and Giesbrecht in the Supreme Court of the Commonwealth of the Bahamas.

 

There are no guarantees that our company will prevail and be successful in our bid to have the 35,000,000 shares cancelled as a result of these legal actions and to ensure that Messrs. Bannister and Giesbrecht maintain the obligation to cancel the 35,000,000 shares of our common stock as agreed within the recapitalization agreement signed on January 7, 2014 by Derek Bannister, the former director of our company, and John Crawford, the former chief executive officer of our company.

 

We await the decision of the courts and results of the trials in this regard as this matter proceeds through the legal system for relief to our company. On November 28, 2014, Mr. Bannister resigned as a director of our company.

 

The company has started an action against Mr. Albert Klyne to rescind the agreement between the companies, which would cancel the 19,500,000 shares issued for 100% of the shares of 1454004 Alberta Ltd . The company is seeking damages for the conduct of Klyne and others as it relates to the ousting of Sunvault Energy off of the landfill site.

 
 
12
 

 

On March 31, 2014, CleanGen Power, received a demand for payment from the Province of Alberta pursuant to the biorefining commercialization and market development program grant agreement (the "Grant Agreement"). The amount consists of Cdn$969,157 of grant funds disallowed under the Grant Agreement and interest earned on the grant funds calculated at the CIBC prime rate per annum. While CleanGen Power acknowledges that it was in default of the Grant Agreement, the breach was brought about in part by circumstances beyond CleanGen Power's control. In particular, a sawdust pile fire incident occurred from December 2 to December 21, 2011, which consumed 250,000 tonnes of wood material to be used for the biomass project worth Cdn$1,500,000 to Cdn$2,000,000 and cost approximately Cdn$500,000 to put out. This greatly affected CleanGen Power's ability to progress with the project under the Grant Agreement. As such, CleanGen Power is in discussions with the Province of Alberta to reduce or settle the amount owed.

 

On or about June 25, 2015, the Company received a notice of civil claim from Shaw Production Way Holdings Inc. ("Shaw") for 1,000,000 common shares to be issued from a large shareholder in addition to a preferred share agreement where Sunvault Energy was to receive the secured debt held by Shaw over Stealth Ventures. The Claim is requesting the common shares be issued, pursuant to the agreement and damages for not releasing these common shares per the agreement

 

In the opinion of the Company, the secured debt was never transferred and therefore the agreement is not valid. The end result is that the company was not able to put forward its business plan as it relates to Stealth. The Company went to court to try to get control over the operations of Stealth Ventures and Shaw did not support the action. The secured note was not given to Sunvault as required. Due to the actions of Shaw in this manner the company has lost the opportunity to turn the Stealth Venture company around and lost an opportunity to utilize $95 million in tax losses. The Company will be seeking damages from Shaw for this loss and for the lost opportunity business plan of taking natural gas wells that were not profitable and turning them into power generating assets.

 

On September 14, 2011, CleanGen Power received notice that The Groundworx Co. ("Groundworx") was seeking damages of Cdn$33,678 for repair services provided for a Doppstadt Shredder (the "Shredder"). Management of CleanGen Power asserts that any repair services provided for the Shredder was done without the agreement and the knowledge of CleanGen Power. On October 5, 2012, CleanGen Power filed a Statement of Defense and Counterclaim, seeking damages of Cdn$6,000,000 from Groundworx for the following: (i) trespassing, including physical damage to the gates and structures located on land that CleanGen Power was entitled to possession of; (ii) removal and conversion of the Shredder without permission; (iii) consequential losses arising from, but not limited to, CleanGen Power's inability to perform its obligations under agreements with third parties as a direct result of the loss of the Shredder; (iv) damages arising from the disruption of CleanGen Power's business, causing CleanGen Power to be unable to honour all of its financial obligations to third parties; and (v) administrative time and resources spent by CleanGen Power to locate the Shredder and to deal with the abovementioned acts of Groundworx. On November 16, 2012, CleanGen Power received a Statement of Defense to Counterclaim from Groundworx, who denied all of the allegations in the Counterclaim. CleanGen Power has until April 30, 2016 to advance the action or it risks automatic dismissal for delay by the Court.

 

January 25, 2016 – A press release was issued whereby Sunvault Energy is listed as one of the claimants in a case against Catalyst Paper Corporation. Halalt First Nation alleges in a $100,000,000 lawsuit that Catalyst acted in bad faith against Halalt First Nation and its business partners, Aboriginal Power Corporation and Sunvault Energy, in breach of contract utilizing information obtained from Halalt First Nation and its business partners to its own advantage.

 

In a second related lawsuit, Halalt First Nation claims over $2,000,000,000 in damages against Catalyst with regard to Catalyst's past pollution of Halalt's lands and waters, including unacceptably high levels of dioxins and heated waste water into the Halalt First Nation constitutionally-protected Fishery under permits issued by Canada and British Columbia without any consultation having taken place with Halalt First Nation.

 

 
13
 

 

There is a matter with Elofson Gravel Inc. v. CuttingEdge Tire Recycling LP , by its General Partner 1098541 Alberta Ltd .

 

Document:

 

Statement of Claim filed October 22, 2015; Statement of Defence filed November 27, 2015.


Description:

 

Debt matter pertaining to an alleged lease agreement with respect to the rental of a loader.
 

Amount: $100,246.05 CuttingEdge as Defendants are disputing/defending against the Action and have filed and served a Statement of Defence. This is now an issue of new owner, Aboriginal Power Corp., as of April 11, 2016, as the Company has sold CuttingEdge to Aboriginal Po w er Corp.

 

There is a matter of MCL Waste Systems & Environmental Inc. v. 1098541 Alberta Ltd. and CuttingEdge Tire Recycling LP

 

Description:

 

Is now an issue of new owner Aborignial Power Corp as of April 11, 2016.

 

Document:

 

The Provincial Court Civil Claim filed November 17, 2015; Dispute Note filed December 22, 2015.

 

Description:

 

Debt matter pertaining to alleged services in the amount of

 

Amount: $13,247.23 Defendants are defending against the Provincial Court Civil Claim and have filed and served a Dispute Note . This i s now an issue of new owner , Aborigi n al Power Corp . as of April 11, 2016 , as the Company has sold CuttingEdge to Aboriginal Power Corp.

 

Gerald Arden Quast v. CuttingEdge Tire Recycling LP , 1098541 Alberta Ltd. , and CleanGen Inc.

 

Document:

 

Statement of Claim filed September 14, 2015; Statement of Defence filed October 19, 2015.

 

 
14
 

 
Description:

 

Debt matter pertaining to alleged amounts owing for tire collection services pursuant to an alleged Subcontractor Tire Collection Agreement.
 
Amount: $218,903.42 Defendants are defending against the Action and have filed and served a Statement of Defence. The Plaintiff filed his Affidavit of Records on January 12, 2016. This is now an issue of new owner, Aboriginal Power Corp., as of April 11, 2016 , as the Company has sold CuttingEdge to Aboriginal Power Corp.

 

Item 1A. Risk Factors

 

Risk Associated with our Current Financial Resources and Capital Resources that are Available to Us

 

We may not have sufficient cash to meet our planned and current financial obligations and our cash requirements for the next 12 months and we are not certain that we will be able to secure the financing we need to meet those requirements. We do not have any current financing arrangements in place and if we do not obtain the necessary financing we need to satisfy our current financial requirements to execute our business plan, we may have to abandon our current business strategy sometime in 2016.

 

We intend to meet our ongoing cash requirements of approximately in the range of $3 million to $5 million for the next 12 months by raising the shortfall through a combination of equity financing from investors if we are able to identify other investors willing to purchase our securities or loan funds to us. We also will self-fund our company's growth to a minor degree through some of the acquisitions we have completed and will complete this upcoming year. We may not be able to secure financing from other investors who can provide additional financing to us. If financing is available, it may involve issuing securities which could be dilutive to holders of our capital stock. If we do not raise additional capital from conventional sources, such as our existing or new investors or commercial banks, it is likely that our growth will be restricted and we may be forced to scale back or curtail implementing our business plan and our business may fail.

 

Risks Associated with our Technology

 

Our technology has not been tested on the scale necessary for large customers to adopt and the willingness of renewable energy operators and other customers to use our technology and our products are uncertain.

 

Our renewable energy development and research activities entail risks. New designs must be fabricated, tested and licensed before they can be offered for sale in commercial markets. Our technology is still in the research and development stage and while certain testing on our technologies has been completed, further testing and experiments will be required in test facilities to bring our products to a commercial stage. Furthermore, the technology has yet to be demonstrated in existing commercial applications. Until we are able to successfully demonstrate operation of our technology in actual commercial applications, we will not be certain about the ability of the products we design, to perform as expected. In addition, there is also a risk that suitable testing facilities may not be available to us on a timely basis, which could cause development program schedule delays.

 

If our product designs do not perform as anticipated in commercial use, we will not realize revenues from licensing or other use of our product designs.

 

 
15
 

 

We serve the renewable energy market and other industries, some which are regulated. Our designs differ, and if more costly, acceptance of our designs may be hampered.

 

Our designs differ significantly in some aspects from other products used today. These differences will likely result in a more prolonged and extensive review by our future customers around the world that could cause development program schedule delays. Customers may be hesitant to be the first to use our designs, which has little or no history of successful commercial use. Furthermore, our research and development program schedule relies on the transferability and applicability of the operating experiences of the prior tests of our products. There is a risk that if this operating experience is found to be non-transferable, more extensive experiments will be required which could cause program schedule delays and require more research and development funding.

 

Applicable intellectual property laws may be inadequate to protect our intellectual property, which could have a material adverse effect on our business.

 

While we are continuing to diversify our research and development activities with associated intellectual property, our rights in our intellectual property, therefore, derive, or are affected by, intellectual property laws. If the application of these laws to our intellectual property rights proves inadequate, then we may not be able to fully avail ourselves of our intellectual property and our business model may fail or be significantly impeded.

 

If we are unable to obtain or maintain intellectual property rights relating to our technology, the commercial value of our technology may be adversely affected, which could in turn adversely affect our business, financial condition and results of operations.

 

Our success and ability to compete depends in part upon our ability to obtain protection in the United States and other countries for our designs by establishing and maintaining intellectual property rights relating to or incorporated into our products. We own a variety of patent pending applications in the United States. We have not obtained patent protection yet. We do not know how successful we would be should we choose to assert our patents against suspected infringers. Our pending and future patent applications may not be issued or approved as patents or, if issued, may not issue in a form that will be advantageous to us. Even if issued, patents may be challenged, narrowed, invalidated or circumvented, which could limit our ability to stop competitors from marketing similar products or limit the length of term of patent protection we may have for our products. Changes in either patent laws or in interpretations of patent laws in the United States and other countries may diminish the value of our intellectual property or narrow the scope of our patent protection, which could in turn adversely affect our business, financial condition and results of operations.

 

If we infringe or are alleged to infringe on intellectual property rights of third parties, our business, financial condition and results of operations could be adversely affected.

 

The industry in which we compete is characterized by rapidly changing technology, a large number of patents, and frequent claims and related litigation regarding patent and other intellectual property rights. There can be no assurance that our patents and other proprietary rights will not be challenged or alleged to infringe on others, invalidated, or circumvented; that others will not assert intellectual property rights to technologies that are relevant to us; or that our rights will give us a competitive advantage. In addition, the laws of some foreign countries may not protect our proprietary rights to the same extent as the laws of the United States.

 

 
16
 

 

General Business Risks and Risks Relating to our Business

 

We have a limited operating history and face many of the risks and difficulties frequently encountered by a development stage company.

 

There can be no assurance that our management will be successful in completing our business plan of selling our products or technology or implementing the corporate infrastructure to support operations at the levels called for by our business plan. We may not be able to generate sufficient revenues to meet our expenses or to achieve or maintain profitability in the future.

 

Although we do not consider ourselves a development stage company our development efforts have been focused primarily on the development of our relationship with the Alberta, Canada energy market and other markets for energy storage using our energy storage device, remote sensors and cell phones. Our business model is to develop or acquire existing renewable operating assets to enable a market for our products. We have limited operating history for investors to evaluate the potential of our business development. Planned principal operations have commenced, but there has been no revenue from our products to date. Our technology platforms have not reached a point where we can mass produce product based on the technology, and we will not be in a position to commercialize such products until we complete the design development, manufacturing process development and pre-market testing activities. There can be no assurance that our development and testing activities will be successful or that our proposed products will achieve market acceptance or be sold in sufficient quantities and at prices necessary to make them commercially viable.

 

Our acquisition companies of CleanGen Inc. also have competitive, regulatory and other risks associated to them that could hinder the ability to earn revenues as projected as part of our foundational revenue strategy.

 

Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue operations in which case you could lose your investment.

 

Our auditors issued a going concern opinion in their report on our consolidated financial statements for the fiscal year ended December 31, 2015. This means that there is substantial doubt that we can continue as an ongoing business for the next 12 months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose your entire investment.

 

Based upon current plans of developing a market for our products and to sell our products, we expect to incur operating losses in future periods because we will continue to be in the development stage and will be incurring expenses and not generating significant revenues. We cannot guarantee that we will be successful in generating significant revenues in the future. Failure to generate revenues which are greater than our expenses will result in the loss of all or a portion of your investment.

 

We may be adversely affected by uncertainty in the global financial markets and worldwide economic downturn.

 

Our future results may be adversely affected by the worldwide economic downturn, continued volatility or further deterioration in the debt and equity capital markets, inflation, deflation, or other adverse economic conditions that may negatively affect us. At present, it is likely that we will require additional capital in the near future in order to fund our operations. Due to the above listed factors, we cannot be certain that additional funding will be available on terms that are acceptable to us, or at all.

 

Competition for highly skilled professionals could have a material adverse effect on our success.

 

We rely heavily on our staff and management team. Our success depends, in large part, on our ability to hire, retain, develop and motivate highly skilled professionals. Competition for these skilled professionals is intense and our inability to hire, retain and motivate adequate numbers of consultants and managers could adversely affect our ability to meet client needs and to continue the development of our product designs. Any significant volatility or sustained decline in the market price of our common stock could impair our ability to use equity-based compensation to attract, retain and motivate key employees and consultants.

 

 
17
 

 

Successful execution of our business model is dependent upon public support for renewable energy

 

Successful execution of our business model is dependent upon public support for energy storage and renewable power in the United States and other countries.

 

We may not be able to receive or retain authorizations that may be required for us to license our technology internationally.

 

Governmental authorizations may be required before we can export our technology and products. If authorizations are required and not granted, our international business plans could be materially affected. This could limit our revenue growth opportunities and significantly hinder our attempts to expand our business internationally.

 

Risks Relating to the Ownership of Our Securities

 

Certain of our existing stockholders have substantial influence over our company, and their interests may not be aligned with the interests of our other stockholders.

 

Certain related entities own a majority of our common stock. As a result, they have significant influence over our business, including decisions regarding future fundraising, asset acquisitions, mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. This concentration of ownership may also have the effect of discouraging, delaying or preventing a future change of control, which could deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our shares.

 

There may be volatility in our stock price, which could negatively affect investments, and stockholders may not be able to resell their shares at or above the value they originally purchased such shares.

 

The market price of our common stock may fluctuate significantly in response to a number of factors, some of which are beyond our control, including:

 

quarterly variations in operating results;

changes in financial estimates by securities analysts;

changes in market valuations of other similar companies;

announcements by us or our competitors of new products or of significant technical innovations, contracts, receipt of (or failure to obtain) funding or support, acquisitions, strategic partnerships or joint ventures;

additions or departures of key personnel;

any deviations in net sales or in losses from levels expected by securities analysts, or any reduction in political support from levels expected by securities analysts;

future sales of common stock; and

 

The stock market may experience extreme volatility that is often unrelated to the performance of particular companies. These market fluctuations may cause our stock price to fall regardless of its performance.

 

 
18
 

 

The market price of our stock may be affected by low volume.

 

Although our common stock is traded on the over-the-counter bulletin board, the trading volume of our common stock has generally been very low. Limited trading volume will subject our shares of common stock to greater price volatility and may make it difficult for our stockholders to sell their shares of common stock at a price that is attractive to them.

 

We will likely conduct offerings of our equity securities in the future, in which case your proportionate shareholding interest in our company may become diluted.

 

Since our inception, we have relied on the proceeds of private equity sales to non-affiliates and to our principal stockholder and loans from our principal stockholders to fund our operations. We will likely be required to undertake additional equity offerings in the future to finance our current business. If common stock is issued in return for additional funds, the price per share could be lower than that paid by our current stockholders. We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. If we issue additional stock, your percentage interest in us will be diluted.

 

Penny stock regulations under U.S. federal securities laws may adversely affect the ability of investors to resell their shares.

 

We anticipate that our common stock will be subject to the penny stock rules under the Securities Exchange Act of 1934. These rules regulate broker-dealer practices for transactions in "penny stocks." Penny stocks are generally equity securities with a price of less than $5.00 per share. The penny stock rules require broker-dealers that derive more than five percent of their customer transaction revenues from transactions in penny stocks to deliver a standardized risk disclosure document that provides information about penny stocks, and the nature and level of risks in the penny stock market, to any non-institutional customer to whom the broker-dealer recommends a penny stock transaction. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction, the broker and/or dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. The transaction costs associated with penny stocks are high, reducing the number of broker-dealers who may be willing to engage in the trading of our shares. These additional penny stock disclosure requirements are burdensome and may reduce all the trading activity in the market for our common stock. As long as the common stock is subject to the penny stock rules, holders of our common stock may find it more difficult to sell their shares.

 

Reporting requirements under the Exchange Act and compliance with the Sarbanes-Oxley Act of 2002, including establishing and maintaining acceptable internal controls over financial reporting, are costly.

 

We presently do not have a business that produces significant revenues, however, the rules and regulations pursuant to the Exchange Act require a public company to provide periodic reports which will require that we engage legal, accounting and auditing services. The engagement of such services can be costly and we are likely to incur losses which may adversely affect our ability to continue as a going concern. Additionally, the Sarbanes-Oxley Act of 2002 will require that our company establish and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act of 2002 and the limited time that management will devote to our company may make it difficult for us to establish and maintain adequate internal controls over financial reporting. In the event that we fail to maintain an effective system of internal controls or discover material weaknesses in our internal controls, we may not be able to produce reliable financial reports or prevent fraud, which may harm our financial condition and result in loss of investor confidence and a decline in our share price.

 

 
19
 

 

We do not intend to pay dividends and there will be less ways in which you can make a gain on any investment in us.

 

We have never paid any cash or stock dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in us will need to come through appreciation of the stock's price. There will be less ways in which you can make a gain on any investment in us .

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5 Other Information

 

None.

 

 
20
 

 

Item 6. Exhibits

 

Exhibit

Number

Description

31

Rule 13a-14(a)/15d-14(a) Certification - Principal Executive and Principal Accounting Officer

32

Section 1350 Certification

101.INS *

XBRL Instance Document

101.SCH *

XBRL Taxonomy Extension Schema Document

101.CAL *

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF *

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB *

XBRL Taxonomy Extension Label Linkbase Document

101.PRE *

XBRL Taxonomy Extension Presentation Linkbase Document

__________ 

*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 

 
21
 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.  

 

SUNVAULT ENERGY, INC.

(Registrant)

Dated: May 20, 2016

By:

/s/ Gary Monaghan

Gary Monaghan

President, Chief Executive Officer and Director

(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

 

 
22
 

 

Exhibit

Number

Description

31

Rule 13a-14(a)/15d-14(a) Certification - Principal Executive and Principal Accounting Officer

32

Section 1350 Certification

101.INS *

XBRL Instance Document

101.SCH *

XBRL Taxonomy Extension Schema Document

101.CAL *

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF *

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB *

XBRL Taxonomy Extension Label Linkbase Document

101.PRE *

XBRL Taxonomy Extension Presentation Linkbase Document

__________________

*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 

 

23


 

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