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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 30, 2022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 333-248871
ECO INNOVATION GROUP, INC. |
(Exact name of
registrant as specified in its charter) |
Nevada |
|
85-0842591 |
(State or other jurisdiction
of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
16525 Sherman Way,
Suite C-1
Van Nuys,
CA
|
|
91406 |
(Address of principal
executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (800)
922-4356
Title of each
class |
|
Trading
Symbol |
|
Name of each
exchange on which registered |
Common Stock |
|
ECOX |
|
OTC
Markets |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock.
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes
☐ No
☒
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 last 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every
Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-K (§229.405 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 ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
Large accelerated
filer |
☐ |
Accelerated filer |
☐ |
Non-accelerated
filer |
☐ |
Smaller reporting
company |
☒ |
|
Emerging growth
company |
☒ |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No ☒
The number of shares outstanding of the registrant’s common stock
as of August 22, 2022 was
644,985,218 shares.
TABLE OF CONTENTS
Part I –
FINANCIAL INFORMATION |
|
|
|
|
|
|
|
Item 1. |
|
Condensed
Consolidated Financial Statements (unaudited) |
|
2 |
|
|
|
|
|
Item 2. |
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations |
|
18 |
|
|
|
|
|
Item 3. |
|
Quantitative and
Qualitative Disclosures about Market Risk |
|
22 |
|
|
|
|
|
Item 4. |
|
Controls and
Procedures |
|
22 |
|
|
|
|
|
Part II – OTHER
INFORMATION |
|
|
|
|
|
|
|
Item 1. |
|
Legal
Proceedings |
|
22 |
|
|
|
|
|
Item 1A. |
|
Risk
Factors |
|
22 |
|
|
|
|
|
Item 2. |
|
Unregistered Sales
of Equity Securities and Use of Proceeds |
|
23 |
|
|
|
|
|
Item 3. |
|
Defaults Upon
Senior Securities |
|
24 |
|
|
|
|
|
Item 4. |
|
Mine Safety
Disclosures |
|
24 |
|
|
|
|
|
Item 5. |
|
Other
Information |
|
24 |
|
|
|
|
|
Item 6. |
|
Exhibits |
|
24 |
|
|
|
|
|
SIGNATURES |
|
25 |
PART I FINANCIAL INFORMATION
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information contained in this quarterly report on Form 10-Q
contains “forward-looking statements.” These forward-looking
statements are contained principally in the section titled
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” and are generally identifiable by use of
the words “may,” “will,” “should,” “expect,” “anticipate,”
“estimate,” “believe,” “intend” or “project” or the negative of
these words or other variations on these words or comparable
terminology. The forward-looking statements herein represent our
expectations, beliefs, plans, intentions or strategies concerning
future events, including, but not limited to: our future financial
performance; the continuation of historical trends; the sufficiency
of our resources in funding our operations; our intention to
acquire sustainable technology intellectual property rights; and
our liquidity and capital needs. Our forward-looking statements are
based on assumptions that may be incorrect, and there can be no
assurance that any projections or other expectations included in
any forward-looking statements will come to pass. Moreover, our
forward-looking statements are subject to various known and unknown
risks, uncertainties and other factors that may cause our actual
results, performance, or achievements to be materially different
from future results, performance or achievements expressed or
implied by any forward-looking statements. These risks,
uncertainties and other factors include but are not limited to: the
risks of limited management, labor and financial resources; our
ability to establish and maintain adequate internal controls; our
ability to develop and maintain a market in our securities; and our
ability obtain financing, if and when needed, on terms that are
acceptable. Except as required by applicable laws, we undertake no
obligation to update publicly any forward-looking statements for
any reason, even if new information becomes available or other
events occur in the future.
As used in this quarterly report on Form 10-Q, “we”, “our”, “us”
and the “Company” refer to Eco Innovation Group, Inc. a Nevada
corporation, unless the context requires otherwise.
Item 1. Financial Statements
Index to Financial Statements
|
|
Page |
CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS: |
|
|
|
|
|
Balance Sheets,
June 30, 2022 (unaudited), and December 31, 2021 |
|
4 |
|
|
|
Unaudited
Statements of Operations, for the Three and Six Months Ended June
30, 2022, and June 30, 2021 |
|
5 |
|
|
|
Unaudited Statements of
Changes in Stockholders’ (Deficit), for the Three and Six Months
Ended June 30, 2022, and June 30, 2021 |
|
6 |
|
|
|
Unaudited
Statements of Cash Flows, for the Six Months Ended June 30, 2022,
and 2021 |
|
7 |
|
|
|
Notes to the
Unaudited Interim Financial Statements |
|
8 |
ECO INNOVATION GROUP, INC.
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
June 30,
2022
|
|
|
December 31, 2021 |
|
|
|
(Unaudited) |
|
|
|
|
Assets |
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
22,458 |
|
|
$ |
28,534 |
|
Accounts receivable |
|
|
275,913 |
|
|
|
33,047 |
|
Prepaid expenses |
|
|
172,758 |
|
|
|
82,498 |
|
Total Current Assets |
|
|
471,129 |
|
|
|
144,079 |
|
|
|
|
|
|
|
|
|
|
Other Assets |
|
|
|
|
|
|
|
|
Furniture and Equipment |
|
|
35,795 |
|
|
|
41,974 |
|
Goodwill |
|
|
103,188 |
|
|
|
103,188 |
|
Investment |
|
|
16,774 |
|
|
|
75,833 |
|
Deposits and other assets |
|
|
13,612 |
|
|
|
8,000 |
|
Total Other Assets |
|
|
169,369 |
|
|
|
228,995 |
|
Total Assets |
|
$ |
640,498 |
|
|
$ |
373,074 |
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Deficit |
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
Accounts Payable and accrued expenses |
|
|
502,347 |
|
|
|
326,268 |
|
Accounts Payable related party |
|
|
440,523 |
|
|
|
391,377 |
|
Convertible Notes Payable, net |
|
|
179,613 |
|
|
|
129,219 |
|
Notes Payable |
|
|
124,708 |
|
|
|
127,690 |
|
Deferred Revenue |
|
|
82,603 |
|
|
|
— |
|
Warrant Liability |
|
|
7,800 |
|
|
|
135,525 |
|
Share Payable Liability |
|
|
1,603,208 |
|
|
|
866,885 |
|
Derivative liabilities |
|
|
1,724,145 |
|
|
|
2,328,234 |
|
Convertible Notes Payable Related Party, net |
|
|
297,439 |
|
|
|
138,073 |
|
Series C Preferred stock liability, net |
|
|
156,685 |
|
|
|
210,432 |
|
Total Current Liabilities |
|
|
5,119,071 |
|
|
|
4,653,703 |
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
5,119,071 |
|
|
|
4,653,703 |
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit |
|
|
|
|
|
|
|
|
Preferred stock, par value $0.001, authorized
50,000,000
shares, issued and outstanding 30,000,000
shares |
|
|
30,000 |
|
|
|
30,000 |
|
Common stock, par value $0.0001, authorized
5,000,000,000
shares, issued and outstanding 598,090,355
and 196,912,036
shares at June 30, 2022 and December 31, 2021, respectively |
|
|
59,811
|
|
|
|
19,691
|
|
Common shares to be issued, 0 and 1,000,000 as of
June 30, 2022 and December 31, 2021, respectively |
|
|
— |
|
|
|
100 |
|
Additional paid-in capital |
|
|
10,577,432
|
|
|
|
8,238,979
|
|
Other comprehensive income |
|
|
4,811 |
|
|
|
(18 |
) |
Accumulated deficit |
|
|
(15,158,465 |
) |
|
|
(12,594,976 |
) |
Total Stockholders' Deficit Attributable to Eco Innovation Group
stockholders |
|
|
(4,486,411 |
) |
|
|
(4,306,224 |
) |
Noncontrolling interest |
|
|
7,838 |
|
|
|
25,595.00 |
|
Total stockholder's Equity (Deficit) |
|
|
(4,478,573 |
) |
|
|
(4,280,629 |
) |
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES and Stockholders' Deficit |
|
$ |
640,498 |
|
|
$ |
373,074 |
|
See the accompanying notes to these unaudited consolidated
financial statements
ECO INNOVATION GROUP, INC.
CONSOLIDATED PROFIT AND LOSS STATEMENT
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
311,156 |
|
|
$ |
— |
|
|
$ |
427,761 |
|
|
$ |
— |
|
Cost of Revenue |
|
|
289,111 |
|
|
|
— |
|
|
|
431,416 |
|
|
|
— |
|
Gross Profit |
|
|
22,045 |
|
|
|
— |
|
|
|
(3,655 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and Administrative |
|
|
175,510 |
|
|
|
78,899 |
|
|
|
310,964 |
|
|
|
142,404 |
|
Development and Manufacture Expenses |
|
|
— |
|
|
|
106 |
|
|
|
— |
|
|
|
165 |
|
Executive Compensation |
|
|
75,000 |
|
|
|
75,000 |
|
|
|
150,000 |
|
|
|
350,000 |
|
Consulting Fee |
|
|
124,250 |
|
|
|
119,930 |
|
|
|
171,750 |
|
|
|
546,597 |
|
Total Operating Expense |
|
|
374,760 |
|
|
|
273,935 |
|
|
|
632,714 |
|
|
|
1,039,166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Loss |
|
|
(352,715 |
) |
|
|
(273,935 |
) |
|
|
(636,369 |
) |
|
|
(1,039,166 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expenses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative gain (loss) |
|
|
2,898,359 |
|
|
|
217,497 |
|
|
|
(664,902 |
) |
|
|
224,875 |
|
Warrant gain (loss) |
|
|
8,400 |
|
|
|
— |
|
|
|
127,725 |
|
|
|
— |
|
Loss on conversion of debt |
|
|
(8,692 |
) |
|
|
— |
|
|
|
(8,692 |
) |
|
|
— |
|
Impairment loss - Investment |
|
|
(25,161 |
) |
|
|
— |
|
|
|
(59,059 |
) |
|
|
— |
|
Other expense |
|
|
(337,037 |
) |
|
|
(292,500 |
) |
|
|
(736,323 |
) |
|
|
(292,500 |
) |
Interest expense |
|
|
(230,689 |
) |
|
|
(628,351 |
) |
|
|
(603,625 |
) |
|
|
(653,265 |
) |
Total Other Income (Loss) |
|
|
2,305,180 |
|
|
|
(703,354 |
) |
|
|
(1,944,876 |
) |
|
|
(720,890 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
1,952,464 |
|
|
$ |
(977,289 |
) |
|
$ |
(2,581,246 |
) |
|
$ |
(1,760,056 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to noncontrolling interest |
|
|
6,992 |
|
|
|
— |
|
|
|
17,757 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Eco Innovation Group |
|
$ |
1,959,456 |
|
|
$ |
(977,289 |
) |
|
$ |
(2,563,489 |
) |
|
$ |
(1,760,056 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation loss |
|
|
(7 |
) |
|
|
— |
|
|
|
4,829 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income (Loss) |
|
$ |
1,959,449 |
|
|
$ |
(977,289 |
) |
|
$ |
(2,558,660 |
) |
|
$ |
(1,760,056 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Loss per Common Share |
|
$ |
0.00 |
|
|
$ |
(0.01 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.01 |
) |
Diluted Loss per Common Share |
|
$ |
(0.00 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Common Shares Outstanding Basic |
|
|
456,781,691 |
|
|
|
176,014,934 |
|
|
|
378,483,176 |
|
|
|
168,147,666 |
|
Weighted Average Common Shares Outstanding Diluted |
|
|
4,174,626,803 |
|
|
|
176,014,934 |
|
|
|
378,483,176 |
|
|
|
168,147,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See the accompanying notes to these unaudited consolidated
financial statements
ECO INNOVATION GROUP, INC.
STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY/DEFICIT
For the Six Months Ended June 30, 2022 and 2021
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock A |
|
|
Common Stock |
|
|
Common Stock to be issued |
|
|
Additional Paid-in Capital |
|
|
Accumulated
Deficit |
|
|
Other Comprehensive Income |
|
|
Total
Equity of Eco Innovation Group |
|
|
Noncontrolling interest |
|
|
Total Equity |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December
31, 2021 |
|
|
30,000,000 |
|
|
$ |
30,000 |
|
|
|
196,912,036 |
|
|
$ |
19,691 |
|
|
|
1,000,000 |
|
|
$ |
100 |
|
|
|
8,238,979 |
|
|
$ |
(12,594,976 |
) |
|
$ |
(8 |
) |
|
$ |
(4,306,224 |
) |
|
$ |
25,595 |
|
|
$ |
(4,280,629 |
) |
Common
stock issued for cash proceeds |
|
|
— |
|
|
|
— |
|
|
|
34,000,000 |
|
|
|
3,400 |
|
|
|
— |
|
|
|
— |
|
|
|
164,500 |
|
|
|
— |
|
|
|
— |
|
|
|
167,900 |
|
|
|
— |
|
|
|
167,900 |
|
Common
stock issued for conversion of notes payable |
|
|
— |
|
|
|
— |
|
|
|
89,769,190 |
|
|
|
8,978
|
|
|
|
— |
|
|
|
— |
|
|
|
201,494 |
|
|
|
— |
|
|
|
— |
|
|
|
201,472 |
|
|
|
— |
|
|
|
210,472 |
|
Common
stock issued for conversion of Series C preferred |
|
|
— |
|
|
|
— |
|
|
|
67,414,457 |
|
|
|
6,743
|
|
|
|
— |
|
|
|
— |
|
|
|
121,882 |
|
|
|
— |
|
|
|
— |
|
|
|
128,625 |
|
|
|
— |
|
|
|
128,625 |
|
Settlement
of derivative liability upon conversion of notes payable |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
310,621 |
|
|
|
— |
|
|
|
— |
|
|
|
310,621 |
|
|
|
— |
|
|
|
310,621 |
|
Net
loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,522,945 |
) |
|
|
— |
|
|
|
(4,522,945 |
) |
|
|
(10,765 |
) |
|
|
(4,533,710 |
) |
Comprehensive Loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,836 |
|
|
|
4,836 |
|
|
|
— |
|
|
|
4,836 |
|
Balance, March 31, 2022 |
|
|
30,000,000 |
|
|
$ |
30,000 |
|
|
|
388,095,683 |
|
|
$ |
38,812 |
|
|
|
1,000,000 |
|
|
$ |
100 |
|
|
|
9,037,476 |
|
|
$ |
(17,117,921 |
) |
|
$ |
4,818 |
|
|
$ |
(8,006,715 |
) |
|
$ |
14,830 |
|
|
$ |
(7,991,885 |
) |
Common
stock issued for conversion of notes payable |
|
|
— |
|
|
|
— |
|
|
|
25,600,000 |
|
|
|
2,560
|
|
|
|
— |
|
|
|
— |
|
|
|
25,600 |
|
|
|
— |
|
|
|
— |
|
|
|
28,160 |
|
|
|
— |
|
|
|
28,160 |
|
Common
stock issued for conversion of Series C preferred |
|
|
— |
|
|
|
— |
|
|
|
86,478,147 |
|
|
|
8,647
|
|
|
|
— |
|
|
|
— |
|
|
|
95,041 |
|
|
|
— |
|
|
|
— |
|
|
|
103,688 |
|
|
|
— |
|
|
|
103,688 |
|
Common
stock issued for financing costs |
|
|
— |
|
|
|
— |
|
|
|
13,219,047 |
|
|
|
1,322
|
|
|
|
— |
|
|
|
— |
|
|
|
37,369 |
|
|
|
— |
|
|
|
— |
|
|
|
38,691 |
|
|
|
— |
|
|
|
38,691 |
|
Common
stock issued for services |
|
|
— |
|
|
|
— |
|
|
|
27,785,714 |
|
|
|
2,779
|
|
|
|
(1,000,000 |
) |
|
|
(100 |
) |
|
|
72,321 |
|
|
|
— |
|
|
|
— |
|
|
|
75,000 |
|
|
|
— |
|
|
|
75,000 |
|
Common
stock issued for settlement of liabilities |
|
|
— |
|
|
|
— |
|
|
|
56,911,764 |
|
|
|
5,691
|
|
|
|
— |
|
|
|
— |
|
|
|
91,059 |
|
|
|
— |
|
|
|
— |
|
|
|
96,750 |
|
|
|
— |
|
|
|
96,750 |
|
Settlement
of derivative liability upon conversion of notes payable |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,218,566 |
|
|
|
— |
|
|
|
— |
|
|
|
1,218,566 |
|
|
|
— |
|
|
|
1,218,566 |
|
Net
income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,959,456 |
|
|
|
— |
|
|
|
1,959,456 |
|
|
|
(6,992 |
) |
|
|
1,952,464 |
|
Comprehensive Loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7 |
) |
|
|
(7 |
) |
|
|
— |
|
|
|
(7 |
) |
Balance, June 30, 2022 |
|
|
30,000,000 |
|
|
$ |
30,000 |
|
|
|
598,090,355 |
|
|
$ |
59,811
|
|
|
|
— |
|
|
$ |
— |
|
|
|
10,577,432
|
|
|
$ |
(15,158,465 |
) |
|
$ |
4,811 |
|
|
$ |
(4,486,411 |
) |
|
$ |
7,838 |
|
|
$ |
(4,478,573 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31,
2020 |
|
|
30,000,000 |
|
|
$ |
30,000 |
|
|
|
139,930,680 |
|
|
$ |
13,993
|
|
|
|
20,000,000 |
|
|
$ |
20,000 |
|
|
|
6,386,060 |
|
|
$ |
(5,959,540 |
) |
|
$ |
— |
|
|
$ |
490,513 |
|
|
$ |
— |
|
|
$ |
490,513 |
|
Common
stock to be issued for services |
|
|
— |
|
|
|
— |
|
|
|
10,000,000 |
|
|
|
1,000 |
|
|
|
(5,000,000 |
) |
|
|
(5,000 |
) |
|
|
339,000 |
|
|
|
— |
|
|
|
— |
|
|
|
335,000 |
|
|
|
— |
|
|
|
335,000 |
|
Common
stock for prepaid expenses |
|
|
— |
|
|
|
— |
|
|
|
1,176,471 |
|
|
|
118 |
|
|
|
— |
|
|
|
— |
|
|
|
99,882 |
|
|
|
— |
|
|
|
— |
|
|
|
100,000 |
|
|
|
— |
|
|
|
100,000 |
|
Common
stock to issued for license agreement |
|
|
— |
|
|
|
— |
|
|
|
15,000,000 |
|
|
|
1,500 |
|
|
|
(15,000,000 |
) |
|
|
(15,000 |
) |
|
|
13,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Common
stock issued for cash proceeds |
|
|
— |
|
|
|
— |
|
|
|
749,999 |
|
|
|
75 |
|
|
|
— |
|
|
|
— |
|
|
|
44,925 |
|
|
|
— |
|
|
|
— |
|
|
|
45,000 |
|
|
|
— |
|
|
|
45,000 |
|
Common
stock issued for investment |
|
|
— |
|
|
|
— |
|
|
|
10,833,333 |
|
|
|
1,083 |
|
|
|
— |
|
|
|
— |
|
|
|
648,167 |
|
|
|
— |
|
|
|
— |
|
|
|
650,000 |
|
|
|
— |
|
|
|
650,000 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(782,767 |
) |
|
|
— |
|
|
|
(782,767 |
) |
|
|
— |
|
|
|
(782,767 |
) |
Balance, March 31, 2021 |
|
|
30,000,000 |
|
|
|
30,000 |
|
|
|
177,690,483 |
|
|
|
17,769 |
|
|
|
— |
|
|
|
— |
|
|
|
7,532,284 |
|
|
|
(6,742,307 |
) |
|
|
— |
|
|
|
837,746 |
|
|
|
— |
|
|
|
837,746 |
|
Common
stock cancelled |
|
|
— |
|
|
|
— |
|
|
|
(2,675,000 |
) |
|
|
(268 |
) |
|
|
— |
|
|
|
— |
|
|
|
268 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Common
stock issued for investment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
13,240,741 |
|
|
|
13,241 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
13,241 |
|
|
|
— |
|
|
|
13,241 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(977,289 |
) |
|
|
— |
|
|
|
(977,289 |
) |
|
|
— |
|
|
|
(977,289 |
) |
Balance, June 30, 2021 |
|
|
30,000,000 |
|
|
$ |
30,000 |
|
|
|
175,015,483 |
|
|
$ |
17,501 |
|
|
|
13,240,741 |
|
|
$ |
13,241 |
|
|
|
7,532,552 |
|
|
$ |
(7,719,596 |
) |
|
$ |
— |
|
|
$ |
(126,302 |
) |
|
$ |
— |
|
|
$ |
(126,302 |
) |
|
See the accompanying notes to these unaudited consolidated
financial statements.
ECO INNOVATION GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30 |
|
|
|
2022 |
|
|
2021 |
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(2,581,246 |
) |
|
$ |
(1,760,056 |
) |
Adjustments to reconcile net loss to net cash |
|
|
|
|
|
|
|
|
used by operating activities: |
|
|
|
|
|
|
|
|
Derivative (gain) loss |
|
|
664,902 |
|
|
|
(224,875 |
) |
Warrant (gain) loss |
|
|
(127,725 |
) |
|
|
— |
|
Depreciation expense |
|
|
6,179 |
|
|
|
— |
|
Loss on conversion of debt |
|
|
8,692 |
|
|
|
— |
|
Investment impairment loss |
|
|
59,059 |
|
|
|
— |
|
Amortization of debt discount |
|
|
556,670 |
|
|
|
63,717 |
|
Interest expense on derivative issuance |
|
|
— |
|
|
|
530,203 |
|
Share payable expense |
|
|
736,323 |
|
|
|
292,500 |
|
Stock based compensation |
|
|
75,000 |
|
|
|
335,000 |
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(242,866 |
) |
|
|
— |
|
Prepaid expenses |
|
|
(95,872 |
) |
|
|
41,667 |
|
Deferred Revenue |
|
|
82,603 |
|
|
|
— |
|
Accounts payable and accrued expenses |
|
|
311,011 |
|
|
|
487,883 |
|
Accounts payable related party |
|
|
49,146 |
|
|
|
— |
|
Net cash used by operating activities |
|
|
(498,123 |
) |
|
|
(233,961 |
) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Purchase of intangible assets |
|
|
— |
|
|
|
(61,740 |
) |
Net cash provided by investing activities |
|
|
— |
|
|
|
(61,740 |
) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Proceeds from convertible debenture |
|
|
112,800
|
|
|
|
384,850 |
|
Repayment of convertible debentures |
|
|
(8,500 |
) |
|
|
(133,500 |
) |
Proceeds from sale of common stock |
|
|
167,900 |
|
|
|
45,000 |
|
Proceeds from sale of preferred C stock |
|
|
155,000 |
|
|
|
— |
|
Repayment of notes payable |
|
|
(2,587 |
) |
|
|
— |
|
Proceeds from convertible notes payable, related party |
|
|
68,000 |
|
|
|
— |
|
Repayment of convertible notes payable, related party |
|
|
(5,000 |
) |
|
|
|
|
Net cash provided by financing activities |
|
|
487,613 |
|
|
|
296,350 |
|
|
|
|
|
|
|
|
|
|
Effect of foreign exchange on cash |
|
|
4,434 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Change in cash |
|
|
(6,076 |
) |
|
|
649 |
|
Cash, beginning of year |
|
|
28,534 |
|
|
|
84 |
|
Cash, end of year |
|
$ |
22,458 |
|
|
$ |
733 |
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow information |
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
— |
|
|
$ |
— |
|
Cash paid for income taxes |
|
$ |
— |
|
|
$ |
44,155 |
|
|
|
|
|
|
|
|
|
|
Non-Cash transactions |
|
|
|
|
|
|
|
|
Common stock issued for investment |
|
$ |
— |
|
|
$ |
650,000 |
|
Common stock issued for Conversion of notes payable |
|
$ |
236,910 |
|
|
$ |
— |
|
Common stock issued for prepaid expenses |
|
$ |
— |
|
|
$ |
100,000 |
|
Common stock issued for Conversion of Series C Preferred stock
liability |
|
$ |
232,313 |
|
|
$ |
— |
|
Discount issued on convertible debt |
|
$ |
68,000 |
|
|
$ |
— |
|
Intangible asset Capitalized |
|
$ |
— |
|
|
$ |
249,560 |
|
Settlement of derivative liability upon conversion of notes
payable |
|
$ |
460,003 |
|
|
$ |
— |
|
Extinguishment of liabilities upon debt modification |
|
$ |
1,069,184
|
|
|
$ |
— |
|
See the accompanying notes to these unaudited consolidated
financial statements
ECO INNOVATION GROUP, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For the Six Months Ended June 30, 2022
(Unaudited)
NOTE 1. NATURE OF
OPERATIONS
Eco Innovation Group, Inc. (the “Company,” “we,” “our,” or “Eco
Innovation Group”), was incorporated in the State of Nevada
on March 5,
2001 under the name of Dig-It Underground, Inc. and operated
as an underground cable contractor. On September 29, 2008, the
Company acquired a partial interest in the high-end beauty salon
business of Haydin Group Enterprises of Texas and discontinued its
cable installation business. On September 1, 2011, the Company
acquired a partial interest in the art licensing and sales business
of Get Down Art, LLC, a Nevada limited liability company. On August
30, 2012, the Company acquired the remaining outstanding interests
of Haydin Group Enterprises through a share exchange agreement.
Concurrently, the Company discontinued its business with Get Down
Art, LLC and resolved to unwind that acquisition. On January 5,
2016, the Company entered the natural healing and chiropractic
business in Texas by acquiring Expressions Property Limited, LP, a
Texas limited partnership, and Expressions Chiropractic and Rehab
Center, PA, a Texas professional association, pursuant to share
exchange agreements. Effective September 30, 2018, the Company
terminated its beauty salon business and natural healing and
chiropractic business by terminating and unwinding the shares
exchange agreements entered into on August 30, 2012 with Haydin
Group Enterprises and January 5, 2016 with Expressions Property
Limited and Expressions Chiropractic and Rehab Center. At the same
time, the Company began a business line focusing on the development
of an affordable fire, hurricane and earthquake resilient steel
building framing system. On August 19, 2019, the Company
incorporated Steel Hemp Homes Inc. in the state of California as a
wholly owned subsidiary to run the steel building frame business as
a separate division. On July 1, 2018, the Company approved a
reverse split of its common stock in a ratio of 1:1,000; a change of the Company’s
corporate name to Eco Innovation Group, Inc.; and the change of the
Company’s trading symbol to ECOX. The reverse split of the
Company’s common stock was effective August 29, 2018.
On February 28, 2020, our current CEO and controlling Stockholder,
Julia Otey-Raudes, took over management and control of the company,
initiating a new business plan and winding down the previous
business. In the related change of control transaction, Ms. Otey
acquired 30,000,000
shares of super-voting Preferred Series A stock on February 28,
2020, which represent all of the authorized and outstanding Series
A Preferred Stock and a voting interest of approximately 94% of the Company’s
outstanding voting stock.
Under its business plan implemented in February 2020, the Company
is an innovation incubator platform devoted to globally important
paradigm shifts in technology, sustainable and carbon negative
products development and practical deployment worldwide.
On February 20, 2020, the Company increased its authorized common
shares to 500,000,000
with a par value of $0.001, on December 21, 2021, the Company
increased its authorized common shares to 1,000,000,000
with a par value of $0.001, and on April
1, 2022, the Company increased its authorized common shares to
2,000,000,000
with a par value of $0.0001. On June 8,
2022, the Company increased its authorized common stock from
2,000,000,000 shares
at $0.0001 par value per share
to 5,000,000,000 shares
at $0.0001 par value per share,
effective June 9, 2022.
The Company
has authorized
50,000,000
shares of Preferred Stock, of which 30,000,000
shares have been designated as Series A Convertible Preferred Stock, with 30,000,000
shares issued and outstanding, and 1,000,000
million shares have been designated as Series C Convertible
Preferred Stock, with 167,500
shares issued and outstanding. Holders of Series A Convertible Preferred Stock hold rights to vote on all
matter requiring a shareholder vote at 100 common shares vote equivalent
for each share of
Series A Convertible
Preferred Stock held. As of the date of this
filing, our CEO, CFO, board chair and sole director, Julia
Otey-Raudes, is the sole holder of the 30,000,000
Series A Convertible Preferred Stock outstanding.
On October 4, 2021, Eco Innovation Group, Inc. (the "Company")
entered into an asset purchase agreement (the “Asset Purchase
Agreement”) with Spruce Construction, Inc., an Alberta Business
Corporation (“Spruce Construction”) and Timothy Boetzkes
("Boetzkes"), a resident of the Province of Alberta, Canada and the
sole shareholder of Spruce Construction, pursuant to which, the
Company, Boetzkes and Spruce Construction agreed to effect an asset
purchase agreement for existing construction equipment and form a
new Canadian engineering and construction company in Canada, Spruce
engineering & Construction Inc. The Company will own 85% of the voting interests of
Spruce Engineering & Construction Inc., with Boetzkes owning
10% and Patrick Laurie 5%. See Note 6 – Acquisition for
more information.
On January 4, 2022, the Company formed a subsidiary, ECOX Spruce
Construction, Inc., a California corporation (“ECOX Spruce
Construction”), for the purpose of starting a green construction
division. On January 25, 2022, Eco Innovation Group, Inc. (the
"Company"), through its California subsidiary ECOX Spruce
Construction , entered into a staffing and administrative services
agreement (the “Construction Services Agreement”) with Blueprint
Construction, a licensed California general contractor (“Blueprint
Construction”) and Edgar E. Aguilar ("Aguilar"), a resident of
California and the principal of Blueprint Construction, pursuant to
which, Blueprint Construction, Aguilar and ECOX Spruce Construction
agreed that ECOX Spruce Construction will oversee the operation of
Blueprint’s construction business in California. Under the
Company’s existing LOI with Aguilar, Blueprint Construction will
own 20% of the equity interests of ECOX Spruce Construction Inc.,
and the Company will own 80%.
Under the Construction Services Agreement, the Company agreed to
manage all of Blueprint Construction’s contracting business on
behalf of Blueprint Construction, for a renewable term of one year.
Through ECOX Spruce Construction, the Company will provide all
necessary corporate administration, shared services, compliance
needs, construction staffing placement, general business
infrastructure and support necessary for Blueprint’s performance
under its general contracting and subcontracting projects as
Blueprint’s exclusive provider of such services. Blueprint’s
current active projects consist of a subcontracting agreement to
renovate U.S. military base facilities, with a job value of
$136,000. The Construction Services Agreement provides that ECOX
Spruce Construction will receive a management fee equal to twenty
percent (20%) of all collected cash revenues from Blueprint’s
business.
Under its business plan implemented in February 2020, the Company
is an innovation incubator platform devoted to globally important
paradigm shifts in technology, sustainable and carbon negative
products development and practical deployment worldwide.
The Company seeks to
license and develop innovative technologies in the sustainable and
renewable energy
field.
Accounting policies and procedures are listed below. The Company
has adopted a December 31 year-end.
Basis of
Presentation
The Company
has prepared the
financial statements
in accordance with accounting principles generally accepted in the
United States of
America (GAAP). The results for the interim period are not
necessarily indicative of the results to be expected for the
year.
Use of
Estimates
The preparation of
financial statements in conformity with accounting principles
generally accepted in the United States of America
requires management to
make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities
at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and Cash
Equivalents
The Company considers all highly liquid investments with original
maturities of three months or less as cash equivalents. As of June
30, 2022, December 31, 2021, and December 31, 2020, the Company had
no cash or cash equivalent
balances in excess of federally insured amounts. The Company’s
policy is to invest excess funds in only well capitalized financial
institutions.
Earnings per
share
Basic Earnings
Per Share (EPS) is computed by dividing
income available to common stockholders by the
weighted-average number of common shares outstanding for the period. Diluted EPS
includes the potential dilution that could occur if options or other contracts to issue
common stock were exercised or converted under
outstanding convertible debt and outstanding common stock
warrants.
Long-Lived
Assets
The Company’s long-lived assets, including intangibles, are
reviewed for impairment whenever events or changes in circumstances
indicate that the historical cost carrying value of an asset may no
longer be appropriate. The Company assesses recoverability of the
asset by comparing the undiscounted future net cash flows expected
to result from the asset to its carrying value. If the carrying
value exceeds the undiscounted future net cash flows of the asset,
an impairment loss is measured and recognized. An impairment loss
is measured as the difference between the net book value and the
fair value of the long-lived asset. During the quarter ended June
30, 2022, and the years ended December 31, 2021 and 2020, the
Company evaluated long lived assets for impairment determined
no impairment was
necessary.
Derivative
Financial Instruments
The Company does not use derivative instruments to hedge exposures
to cash flow, market or foreign currency risks. The Company
evaluates its financial instruments to determine if such
instruments are derivatives or contain features that qualify as
embedded derivatives. For derivative financial instruments that are
accounted for as liabilities, the derivative instrument is
initially recorded at its fair value and is then re-valued at each
reporting date, with changes in the fair value reported in the
statements of operations. The Company used a Black Scholes
valuation model to value the derivative instruments at inception
and on subsequent valuation dates. The classification of derivative
instruments, including whether such instruments should be recorded
as liabilities or as equity, is evaluated at the end of each
reporting period. Derivative liabilities are classified in the
balance sheet as current or non-current based on whether or not
net-cash settlement or conversion of the instrument could be
required within 12 months of the balance sheet date.
Fair Value
Measurements
Fair value is defined as the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. ASC Topic 820
establishes a three-tier fair value hierarchy which prioritizes the
inputs used in measuring fair value. The hierarchy gives the
highest priority to unadjusted quoted price in active markets for
identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements).
These tiers include:
· |
|
Level 1, defined as observable inputs such as
quoted prices for
identical instruments in active markets; |
· |
|
Level 2, defined
as inputs other than quoted prices in active markets that
are either directly or
indirectly observable such as quoted prices for similar instruments in active
markets or quoted prices for identical or similar
instruments in markets that are not active; and |
· |
|
Level 3, defined
as unobservable inputs in which little or no market data exists,
therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one
or more significant inputs or significant value drivers
are
unobservable. |
The estimated fair values for financial instruments are determined
at discrete points in time based on relevant market information.
These estimates involve uncertainties and cannot be determined with
precision. We measure our investment in marketable securities at
fair value on a recurring basis. The Company’s trading securities
are valued using inputs observable in active markets and are
therefore classified as Level 1 within the fair value hierarchy.
Investments and derivative liabilities are valued on a recurring
basis.
The following summarizes the fair value of assets and liabilities
measured on a recurring basis:
Schedule of Fair Value, Assets and Liabilities
Measured on Recurring Basis |
|
|
|
|
|
|
|
|
June 30, 2022 |
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Assets |
|
|
|
|
|
|
|
|
Investments |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
Liabilities |
|
|
|
|
|
|
|
|
Derivative liability |
|
|
— |
|
|
|
— |
|
|
|
1,724,145 |
|
|
|
1,724,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Assets |
|
|
|
|
|
|
|
|
Investments |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
Liabilities |
|
|
|
|
|
|
|
|
Derivative liability |
|
|
— |
|
|
|
— |
|
|
|
2,328,234 |
|
|
|
2,328,234 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock- Based
Compensation
Stock-based compensation is computed in accordance with Financial
Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) 718. FASB ASC 718 requires all share-based
payments to employees and non- employees be recognized as
compensation expense in the consolidated financial statements based
on their fair values. The expense is recognized over the period
during which an employee is required to provide services in
exchange for the award, known as the requisite service period
(usually the vesting period). As of June 30, 2022, the Company has
not adopted a Stock Option Plan and has not issued any options.
Property,
Plant and Equipment
Fixed assets are carried at cost. Depreciation is computed using
the straight-line method of depreciation over the assets’ estimated
useful lives. Maintenance and repairs are charged to expense as
incurred; major renewals and improvements are capitalized. When
items of fixed assets are sold or retired, the related cost and
accumulated depreciation are removed from the accounts and any gain
or loss is included in income.
Income
Taxes
The provision for income taxes is the total of the current taxes
payable and the net of the change in the deferred income taxes.
Provision is made for the deferred income taxes where differences
exist between the period in which transactions affect current
taxable income and the period in which they enter into the
determination of net income in the financial statements.
Revenue
Recognition
Effective January 1, 2018, the Company recognizes
revenue in accordance
with Accounting Standards Codification 2014- 09, Revenue from Contracts with Customers (Topic
606), which supersedes
the revenue
recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance
throughout the Industry Topics of the Accounting Standards
Codification.
The updated guidance
states that an entity should recognize revenue to depict the transfer of promised
goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in
exchange for those
goods or services.
The guidance also
provides for additional
disclosures with respect to revenues and cash f lows arising from
contracts with customers. The standard will be effective f or
the first interim period within annual reporting periods beginning
after December 15,
2017, and the Company adopted the
standard using the modified retrospective approach
effective January 1,
2018.
Under the new revenue standards, the Company recognizes revenues
when its customer obtains control of promised goods or services, in
an amount that reflects the consideration which it expects to
receive in exchange for those goods. The Company recognizes
revenues following the five-step model prescribed under ASU No.
2014-09: (i) identify contract(s) with a customer; (ii) identify
the performance obligations in the contract; (iii) determine the
transaction price; (iv) allocate the transaction price to the
performance obligations in the contract; and (v) recognize revenues
when (or as) we satisfy the performance obligation. The Company
recognized revenue from the sale of services at the time in which
the services are delivered pursuant to the contract.
The Company had $427,761 in revenues during the six
months ended June 30, 2022 and $0 in revenues during the six months
ended June 30, 2021, all related to construction projects in its
subsidiaries.
Other
Comprehensive Income (Loss)
Other comprehensive income (loss) includes foreign currency
translation gains and losses. The cumulative amount of translation
gains and losses are reflected as a separate component of
stockholders’ equity (deficit) in the consolidated balance sheets,
as accumulated other comprehensive income.
Reclassification
Certain reclassifications have been made to the prior year
financial statements to conform to the current year
presentation primarily the change to the Company’s par value being
reflected retroactively and to reclassify related party convertible
debt.
NOTE 2. GOING
CONCERN AND MANAGEMENT’S LIQUIDITY PLANS
The accompanying
consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets
and the satisfaction
of liabilities in the normal course of business. As shown in the
accompanying consolidated financial statements, the Company
had net losses during
the quarter ended June 30, 2022 and the year ended December 31, 2021 and an accumulated deficit at June
30, 2022. These factors raise
substantial doubt about
the Company’s ability
to continue as a going concern for a period of one year from the
issuance of these financial statements. Management’s
plans are to obtain
additional financing in the debt and equity markets while it develops its business model. The Company’s existence is
dependent upon management’s ability to develop
profitable operations and to obtain additional funding sources.
There can be no
assurance that the Company’s financing efforts will result in
profitable operations or
the resolution of the Company’s liquidity problems. The accompanying statements do not
include any
adjustments that might result should the Company be unable to
continue as a going concern.
NOTE
3. RECENTLY
ISSUED ACCOUNTING STANDARDS
Management does not believe that any recently issued but not yet
adopted accounting will have a material effect on the Company’s
results of operation or on the reported amounted of its assets and
liabilities upon adoption.
In August 2020, the FASB issued ASU 2020-06, Debt
- Debt with Conversion and Other Options (Subtopic
470-20) and Derivatives and Hedging - Contracts in Entity's Own
Equity (Subtopic 815-40): Accounting for Convertible
Instruments and Contracts in an Entity's Own Equity). ASU
2020-06 reduces the number of accounting models for convertible
debt instruments and convertible preferred stock, which results in
fewer embedded conversion features being separately recognized from
the host contract as compared with current GAAP. Additionally, ASU
2020-06 affects the diluted earnings per share calculation for
instruments that may be settled in cash or shares and for
convertible instruments and requires enhanced disclosures about the
terms of convertible instruments and contracts in an entity's own
equity. ASU 2020-06 allows entities to use a modified or full
retrospective transition method and is effective for smaller
reporting companies for fiscal years beginning after December 15,
2023, including interim periods within those fiscal years, with
early adoption permitted. The Company is evaluating the impact that
this ASU may have on its consolidated financial statements.
NOTE
4. STOCKHOLDERS’ EQUITY
(DEFICIT)
Preferred Stock
The Company has authorized 50,000,000 shares
of Preferred Stock, of which 30,000,000 shares
have been designated as Series A Convertible
Preferred Stock, with 30,000,000
shares issued and outstanding, and 1,000,000 million
shares have been designated as Series C Convertible Preferred
Stock, with 205,000
shares issued and outstanding as of June 30, 2022.
Holders of Series A Convertible
Preferred Stock hold rights to vote on all matter
requiring a shareholder vote at 100 common
shares vote equivalent for each share
of Series A Convertible Preferred Stock held. As of
the date of this filing, our CEO, CFO, board
chair and sole director, Julia Otey-Raudes, is the sole
holder of the 30,000,000 Series
A Convertible Preferred Stock outstanding.
The Series C Convertible Preferred Stock, with 1,000,000 shares
authorized and 205,000 issued and outstanding at June 30, 2022, has
no voting rights, has a Stated Value of $1.00 per share, and with a
par value of $0.001 per share, is
redeemable after issuance by the Company at various increased
prices at time intervals up to the 6-month anniversary of issuance
and is mandatorily fully redeemable on the 12-month anniversary of
issuance. The Series C Preferred Stock is convertible by the holder
into our common shares, commencing on the 6-month anniversary of
issuance at a 37% discount to the public market price.
On July 15, 2021, the Company designated 1,000,000 shares
of Series C Convertible Preferred Stock. The Series C Convertible
Preferred Stock ranks senior to the common stock with respect to
dividends and right of liquidation and has no voting rights. The
Series C Convertible Preferred Stock has a 10% cumulative annual dividend. In the
event of default, the dividend rate increases to 22%. The Company may not,
with consent of a majority of the holders of Series C Convertible
Preferred Stock, alter or changes the rights of the Series C
Convertible Preferred Stock, amend the articles of incorporation,
create any other class of stock ranking senior to the Series C
Convertible Preferred Stock, increase the authorized shares of
Series C Convertible Preferred Stock, or liquidate or dissolve the
Company. Beginning 180 days
from issuance, the Series C Convertible Preferred Stock may be
converted into common stock at a price based on 63% of the average
of the two lowest trading prices during the 15 days prior to
conversion. The Company may redeem the Series C Convertible
Preferred Stock during the first 180 days from issuance, subject to
early redemption penalties of up to 35%. The Series C Convertible
Preferred Stock must be redeemed by the Company 12 months following
issuance if not previously redeemed or converted. Based on the
terms of the Series C Convertible Preferred Stock, the Company
determined that the preferred stock is mandatorily redeemable and
will be accounted for as a liability under ASC 480.
During the six months ended June 30, 2022, the Company entered into
purchase agreements for the sale of 166,250 shares of Series
C Convertible Preferred Stock with Geneva Roth Remark Holdings. As
of June 30, 2022, the Company owes $3,084 in accrued
dividends, reflected as interest expense, and the carrying value of
the Series C Preferred stock was $156,685, net of unamortized discount
of $9,565. During the six
months ended June 30, 2022, $221,250 of Series C Convertible
Preferred Stock and accrued dividends of $11,063 were
converted into 153,892,604 shares of common
stock.
Common Stock
The Company
has 5,000,000,000
shares of $0.0001
par value per share common stock authorized.
On June 8, 2022, following approval by the Company’s Board of
Directors and a majority of the outstanding voting stock of the
Company, the Company filed Fourth Amended and Restated Articles of
Incorporation with the State of Nevada reflecting an increase in
the Company’s authorized common stock from 2,000,000,000 shares
at $0.0001 par value per share
to 5,000,000,000 shares
at $0.0001 par value per share,
effective June 9, 2022.
During the six months ended June 30, 2022, 115,369,190 shares of
common stock were issued by the Company for the conversion of
$238,632 in principal and
interest of a convertible note.
During the quarter ended June 30, 2022, $221,250 of Series C
Convertible Preferred Stock and accrued dividends of $11,063 were
converted into 153,892,604
shares of common stock.
NOTE
5. ACQUISITION
Asset Purchase Agreement
On October 4, 2021, Eco Innovation Group, Inc. (the "Company")
entered into an asset purchase agreement (the “Asset Purchase
Agreement”) with Spruce Construction, Inc., an Alberta Business
Corporation (“Spruce Construction”) and Timothy Boetzkes
("Boetzkes"), a resident of the Province of Alberta, Canada and the
sole shareholder of Spruce Construction, pursuant to which, the
Company, Boetzkes and Spruce Construction agreed to effect an asset
purchase agreement for existing construction equipment and form a
new Canadian engineering and construction company in Canada. The
Company entered into the Asset Purchase Agreement for the purpose
of launching a green construction division in Alberta, Canada.
Under the Asset Purchase Agreement, the Company agreed to pay
Boetzkes one million shares of the Company’s restricted common
stock and approximately $104,000 CAD in cash over the
next 12 months for substantially all of the assets and business of
Spruce Construction, consisting of vehicles, tools and equipment
for the construction industry, the Spruce Construction name, and
the existing book of construction business of Spruce Construction.
Pursuant to the Asset Purchase Agreement, the Company, Boetzkes and
Patrick Laurie, the CEO of the Company’s Canadian technology
subsidiary, ECOIG Canada, have formed a new Alberta Business
Corporation to own and deploy the construction assets, named Spruce
Engineering & Construction Inc. The Company will own 85% of the voting interests of
Spruce Engineering & Construction Inc., with Boetzkes owning
10% and Patrick Laurie 5%.
The closing of the Asset Purchase Agreement was subject to the
satisfaction or waiver of customary conditions to closing, as
disclosed in the term sheet for the project disclosed by the
Company and filed as Exhibit 10.1 in the Company’s Current Report
on Form 8-K filed by the Company with the Securities and Exchange
Commission on August 11, 2021. The Company is accounting for the
acquisition as a business combination under the guidance of
ASC805.
On April 21, 2022, the Company entered into an amendment number one
to the Asset Purchase Agreement with Boetzkes and Spruce
Construction, to extend the due date for business reimbursement
payments in the amount of approximately $56,000 due to
Boetzkes and Spruce Construction under the Asset Purchase
Agreement. Under the Asset Purchase Agreement the $56,000 payment
was due at 6 months after closing, and pursuant to the April 21,
2022 amendment, that payment is now due at 12 months after the
closing date, or October 3, 2022.
Lock-Up Leak-Out Agreement
On October 4, 2021, in connection with the Asset Purchase
Agreement, Boetzkes entered into a Lock-Up and Leak-Out Agreement
with the Company pursuant to which, among other thing, such
shareholder agreed to certain restrictions regarding the resale of
the common stock issued pursuant to the Asset Purchase Agreement
for a period of six months from the date of the Asset Purchase
Agreement, as more fully detailed therein.
Shareholders Agreement
On October 4, 2021, in connection with the Asset Purchase
Agreement, the Company entered into a shareholders agreement (the
“Shareholders Agreement”) with Timothy Boetzkes and Patrick Laurie.
Under the Shareholders Agreement, Patrick Laurie agreed to serve as
the Chief Executive Officer and Timothy Boetzkes agreed to serve as
the Chief Operating Officer of Spruce Engineering &
Construction Inc. The Shareholders Agreement provides for certain
terms of governance, restrictive covenants including
confidentiality and noncompetition, and transfer restrictions on
the parties’ equity with regards to Spruce Engineering &
Construction Inc.
Employment Agreements
On October 4, 2021, in connection with the Asset Purchase
Agreement, Spruce Engineering & Construction Inc., of which the
Company is the 85% voting equity holder, entered into employment
agreements (the “Employment Agreements”) with Timothy Boetzkes and
Patrick Laurie, pursuant to which Patrick Laurie shall serve as the
Chief Executive Officer and Timothy Boetzkes shall serve as the
Chief Operating Officer of Spruce Engineering & Construction
Inc. Ancillary to the Employment Agreements, Boetzkes and Laurie
also entered into restricted stock award agreements governing their
minority equity stakes in Spruce Engineering & Construction
Inc., which provide for a repurchase option allowing Spruce
Engineering & Construction Inc. to clawback equity in the event
of the employees’ for-cause termination.
The acquisition of Spruce
Construction is being accounted for as a business combination under
ASC 805. The Company is continuing to gather evidence to evaluate
what identifiable intangible assets were acquired, such as a
customer list, and the fair value of each, and expects to finalize
the fair value of the acquired assets within one year of the
acquisition date.
The
aggregate preliminary fair value of consideration for the Spruce
Construction acquisition was as follows:
Schedule of preliminary Fair value
Acquisition |
|
|
|
|
|
|
Amount |
Notes payable
issued to seller |
|
|
103,689 |
|
1,000,000 shares of common
stock |
|
|
23,000 |
|
Noncontrolling interest |
|
|
22,000 |
|
Total preliminary consideration
transferred |
|
$ |
148,698 |
|
During the six months ended June 30, 2022, the Company has paid $0
against the note payable due on October 3, 2022.
The following information summarizes the preliminary allocation of
the fair values assigned to the assets acquired and liabilities
assumed at the acquisition date:
Schedule Of Recognized Identified Assets Acquired
And Liabilities |
|
|
Accounts Receivable |
|
$ |
30,577 |
|
Trucks |
|
|
41,974 |
|
Goodwill |
|
|
103,188 |
|
Vehicle Note Payable |
|
|
(27,041 |
) |
Net assets acquired |
|
$ |
148,698 |
|
As a result of the acquisition, The Company recognized goodwill of
$103,188, representing the difference
between the value of the acquired business, the assets acquired,
and the initial noncontrolling interest of $22,000,
representing 15% of the total value of the
business that was not acquired by the Company.
NOTE
6. RELATED
PARTY TRANSACTIONS
Accrued officer compensation as of June 30, 2022 and December 31,
2021 was $427,050 and $381,800 related to
services rendered by the Company’s Chief Executive
officer.
NOTE
7. CONVERTIBLE
NOTES
Convertible Notes Payable
On March 22, 2021, the Company entered into a convertible
promissory note agreement with Claudia Villalta for the issuance of
a convertible promissory note with a principal balance of
$30,000.
The note carries a 10%
interest rate per annum and is convertible at a fixed price of
$0.06 a
share into a total of 500,000 common
shares. Due to the variable conversion feature on the other notes,
this note is tainted with no net share settlement available, the
note conversion feature was bifurcated from the note and recorded
as a derivative liability. This note was in default as of June 30,
2022.
On June 4, 2021, the Company entered into a securities purchase
agreement (the “Labrys SPA”) with Labrys Fund, LP (“Labrys”),
pursuant to which the Company issued a 12% promissory note (the
“Labrys Note”) with a maturity date of June 3, 2022 (the “Labrys
Maturity Date”), in the principal sum of $1,000,000. Pursuant to
the terms of the Labrys Note, the Company agreed to pay to $225,000
(the “Principal Sum”) to Labrys and to pay interest on the
principal balance at the rate of 12% per annum. The Labrys Note
carries an original issue discount (“OID”) of $22,500. Accordingly,
on the Closing Date (as defined in the Labrys SPA), Labrys paid the
purchase price of $202,500 in exchange for the Labrys Note. Labrys
may convert the Labrys Note into the Company’s common stock
(subject to the beneficial ownership limitations of 4.99% in the
Labrys Note) at any time at a fixed conversion price equal to
$0.023 per share but can be reset if the Company issues instruments
at a lower price. The Company paid $14,650 of deferred financing
costs which are amortized through the maturity date of the
note. During the year ended December 31, 2021 the
company made payments of $77,000, reducing the outstanding
note balance to $148,000. Due to the dilutive
issuance clauses on the conversion price, the note conversion
feature was bifurcated from the note and recorded as a derivative
liability. During the six months ended June 30, 2022, $139,500 of
principal and $27,000 in accrued interest was converted into
54,369,190 shares of common stock. In addition the company repaid
$8,500 in principal to settle the note in full.
On August 23, 2021, the Company entered into a securities purchase
agreement (the “Blue Lake SPA”) with Blue Lake Partners, LLC (“Blue
Lake”), pursuant to which the Company issued a 12% promissory note (the “Blue Lake
Note”) with a maturity date of August 23, 2022 (the “Blue
Lake Maturity Date”), in the principal sum of $150,000. Pursuant to the terms of
the Blue Lake Note, the Company agreed to pay to $150,000 (the “Principal Sum”)
to Blue Lake and to pay interest on the principal balance at the
rate of 12% per annum. The Blue Lake Note
carries an original issue discount (“OID”) of $15,000. Accordingly,
on the Closing Date (as defined in the Blue Lake SPA), Blue Lake
retained an additional $9,450 of legal fees and paid the
purchase price of $125,500 in exchange for the Blue
Lake Note. Blue Lake may convert the Blue Lake Note into the
Company’s common stock (subject to the beneficial ownership
limitations of 4.99% in the Blue Lake Note) at
any time at a fixed conversion price equal to $0.02 per share but can be
reset if the Company issues instruments at a lower price. Due to
the dilutive issuance clauses on the conversion price, the note
conversion feature was bifurcated from the note and recorded as a
derivative liability. During the six months ended June 30, 2022,
$70,410 of principal was converted into 45,719,047 shares of common
stock.
The Company may prepay the Blue Lake Note at any time prior to the
date that an Event of Default (as defined in the Blue Lake Note)
occurs at an amount equal to 100% of the Principal Sum then
outstanding plus accrued and unpaid interest (no prepayment
premium) plus $7,530 for administrative fees.
The Blue Lake Note contains customary events of default relating
to, among other things, payment defaults, breach of representations
and warranties, and breach of provisions of the Blue Lake Note or
Blue Lake SPA.
Upon the occurrence of any Event of Default, the Blue Lake Note
shall become immediately due and payable and the Company shall pay
to Blue Lake, in full satisfaction of its obligations hereunder, an
amount equal to the Principal Sum then outstanding plus accrued
interest multiplied by 125% (the “Default Amount”). Upon the
occurrence of an Event of Default, additional interest will accrue
from the date of the Event of Default at the rate equal to the
lower of 16% per annum or the highest rate permitted by law.
The Blue Lake Note requires that the Company reserve from its
authorized and unissued common stock a number of shares equal to
the greater of: (a) 11,250,000 shares of
our common stock, or (b) the sum of (i) the number of shares of
common stock issuable upon conversion of or otherwise pursuant to
the Blue Lake Note and such additional shares of common stock, if
any, as are issuable on account of interest on the Note pursuant to
the Blue Lake SPA issuable upon the full conversion of the Blue
Lake Note (assuming no payment of the principal amount or interest)
as of any issue date multiplied by (ii) one and a half. The Company
is subject to penalties for failure to timely deliver shares to
Blue Lake following a conversion request.
The Blue Lake SPA and the Blue Lake Note contain covenants and
restrictions common with this type of debt transaction.
Furthermore, the Company are subject to certain negative covenants
under the Blue Lake SPA and the Blue Lake Note, which we believe
are customary for transactions of this type. At June 30, 2022, we
were in compliance with all covenants and restrictions.
In conjunction with the issuance of the Blue Lake Note, the Company
issued a five year warrant exercisable for 6,000,000 shares of
common stock at an exercisable price of $0.025 per share subject
to anti-dilution and price protection adjustments. The warrants are
accounted for as a liability based on the variable number of shares
issuable under outstanding convertible debt and the warrants.
On August 23, 2021, the Company entered into a securities purchase
agreement (the “Coventry SPA”) with Coventry Enterprises, LLC
(“Coventry”), pursuant to which the Company issued a 10%
promissory note (the “Coventry Note”) with a maturity date
of May 9, 2023 (the “Coventry Maturity Date”), in the
principal sum of $150,000.
Pursuant to the terms of the Coventry Note, the Company agreed to
pay $150,000 (the
“Principal Sum”) to Coventry and to pay interest on the principal
balance at the rate of 10%
per annum. The Coventry Note carries an original issue discount
(“OID”) of $30,000.
Accordingly, on the Closing Date (as defined in the Coventry SPA),
Coventry retained an additional $7,200 of
legal fees and paid the purchase price of $112,800 in
exchange for the Coventry Note. Coventry may convert the Coventry
Note into the Company’s common stock (subject to the beneficial
ownership limitations of 4.99%
in the Coventry Note) in the event of default at a variable
conversion price equal to 90% of the lowest per-share during the 20
trading day period before the conversion. The note requires monthly
payments of $23,571 commencing on November 8,
2022.
In conjunction with the issuance of the Coventry Note, the Company
issued
10,000,000 shares of common stock. The shares are
accounted for as deferred financing costs with a value of
$30,000 which will be
amortized through the maturity date of the note.
Convertible notes payable are comprised of the following:
Schedule of convertible notes payable |
|
|
|
|
|
|
|
|
|
|
June
30, |
|
|
December 31, |
|
|
|
2022 |
|
|
2021 |
|
Convertible note payable – Claudia Magdalena Villalta |
|
$ |
30,000 |
|
|
$ |
30,000 |
|
Convertible note
payable – Labrys |
|
$ |
— |
|
|
$ |
148,000 |
|
Convertible notes
payable- Blue Lake Holdings |
|
$ |
79,590 |
|
|
$ |
150,000 |
|
Convertible note payable – Coventry |
|
$ |
150,000 |
|
|
$ |
— |
|
Total |
|
$ |
259,590 |
|
|
$ |
328,000 |
|
Less
debt discounts |
|
$ |
(79,977 |
) |
|
$ |
(198,781 |
) |
Net |
|
$ |
179,613 |
|
|
$ |
129,219 |
|
Less
current portion |
|
$ |
(179,613 |
) |
|
$ |
(129,219 |
) |
Long term
portion |
|
$ |
— |
|
|
$ |
— |
|
As of June 30, 2022, there were 1,118,265,306
shares of common stock that may be issued under the convertible
notes payable described above.
As
of June 30, 2022 and December 31, 2021, unamortized debt discount
was $79,977 and $198,781, respectively.
During the six months ended June 30, 2022, the Company amortized
debt discount of $186,004 to interest expense.
Accrued interest on convertible notes was $34,159 as of June 30, 2022.
Convertible Notes Payable – Related Parties
On March 1, 2016, the
Company executed two convertible notes of $4,902 each with former
executives of the Company. These notes are each convertible into
50,000,000
shares of common
stock. These notes are non-interest bearing. On
October 14,
2019, one of these
notes converted into common stock. In May 2020, Robert L. Hymers
purchased half of the remaining convertible promissory note and its
related conversion rights from John English in a private
transaction. In May 2020, John English converted principal of
$2,451 into 25,000,000
shares of common stock. The remaining principal balance owed to
Robert L. Hymers of $2,451 was convertible into
25,000,000
shares of stock at December 31, 2021. On January 10, 2022, the
Company issued 18,500,000
shares of common stock to Hymers upon partial conversion of the
principal balance of the promissory note, so that as of the date of
this filing, the note is convertible into 6,500,000 shares of
common stock.
On December 9, 2019, the Company executed a convertible note with
Pinnacle Consulting Services Inc.(“Pinnacle”), which is owned by
Robert Hymers, for $40,000
which matured on
June 9, 2020. This note bears interest at
5% per annum, which is convertible into shares of the
Company’s common stock. The note is convertible at the option of
the holder, into such number of fully paid and non-assessable
shares of common stock as is determined by dividing
that portion of the outstanding principal balance under the note by
the Conversion Price, which is a 35% discount of the lowest
reported sale price of the common stock for the 15 trading days
immediately prior to the date of conversion. Due to the variable
conversion feature, the note conversion feature was bifurcated from
the note and recorded as a derivative liability. This note was in
default as of June 30, 2022.
On June 30,
2020, the Company
executed a convertible note with Pinnacle for $21,000
due on June 30,
2021. This note bears
interest at 10% per annum and is convertible (in whole or in
part), at the option
of the Holder, into such
number of fully paid and non-assessable shares of common stock as is determined by dividing
that portion of the
outstanding principal balance under this Note by the Conversion
Price, which is a 35%
discount of the lowest
reported sale price of the common stock for the 15 trading days immediately
prior to the date of conversion. Due to the variable conversion
feature, the note conversion feature was bifurcated from the note
and recorded as a derivative liability. This note was in default as
of June 30, 2022.
On October 19,
2021, the Company
executed a convertible note with Pinnacle, for $180,000, to settle outstanding
consulting fees, due on April 19, 2022. This note bears interest at
10% per annum and is convertible (in whole or in
part), at the option
of the Holder, into such
number of fully paid and non-assessable shares of common stock as is determined by dividing
that portion of the
outstanding principal balance under this Note by the Conversion
Price of $0.0075 but can be reset if the
Company issues instruments at a lower price. Due to the dilutive
issuance clauses on the conversion price, the note conversion
feature was bifurcated from the note and recorded as a derivative
liability.
On March 23,
2022, the Company
executed a convertible note with Robert Hymers for $55,000 due on September
19, 2022. This note bears interest at
10% per annum and is convertible (in whole or in
part), at the option
of the Holder, into such
number of fully paid and non-assessable shares of common stock as is determined by dividing
that portion of the
outstanding principal balance under this Note by the Conversion
Price, $0.000098. On April 21, 2022, the
Company and Hymers entered into a debt exchange agreement, whereby
the Company exchanged the $55,000 Note convertible at a
Conversion Price of $0.000098 per share for a $60,000
note convertible at $0.002 per share, all other note
terms remaining unchanged. The Company determined that due to the
change in fair value of the conversion option being significant,
the modification of the note should be accounted for as a debt
extinguishment, with the resulting loss on extinguishment being
recorded in additional paid-in capital because Hymers is a related
party.
On March 25,
2022, the Company
executed a convertible note with Alma Otey, a related party,
for $23,000, due on July
13, 2022. This note bears interest at
10% per annum and is convertible (in whole or in
part), at the option
of the Holder, into such
number of fully paid and non-assessable shares of common stock as is determined by dividing
that portion of the
outstanding principal balance under this Note by the Conversion
Price of $0.000098 but can be reset if the
Company issues instruments at a lower price. Due to the dilutive
issuance clauses on the conversion price, the note conversion
feature was bifurcated from the note and recorded as a derivative
liability. The note requires monthly payments of $7,333.34 until
the balance is paid in full. During the six months ended June 30,
2022, the Company has made payments of $5,000 on the note
Convertible notes payable – related parties are comprised of the
following:
Schedule of convertible notes payable |
|
|
|
|
|
|
|
|
|
|
June
30, |
|
|
December 31, |
|
|
|
2022 |
|
|
2021 |
|
Convertible notes payable – Pinnacle Consulting Services |
|
$ |
241,000 |
|
|
$ |
241,000 |
|
Convertible notes
payable – Robert Hymers |
|
$ |
63,153 |
|
|
$ |
4,875 |
|
Convertible notes payable- Alma Otey |
|
$ |
18,000 |
|
|
$ |
— |
|
Total |
|
$ |
322,153 |
|
|
$ |
245,875 |
|
Less
debt discounts |
|
$ |
(24,714 |
) |
|
$ |
(107,802 |
) |
Net |
|
$ |
297,439 |
|
|
$ |
138,073 |
|
Less
current portion |
|
$ |
(297,439 |
) |
|
$ |
(138,073 |
) |
Long term
portion |
|
$ |
— |
|
|
$ |
— |
|
As of June 30, 2022, there were 361,481,161
shares of common stock that may be issued under the convertible
notes payable described above.
As
of June 30, 2022 and December 31, 2021, unamortized debt discount
was $24,714 and $107,802, respectively.
During the quarter ended June 30, 2022, the Company amortized debt
discount of $197,081 to interest expense.
Accrued interest on convertible notes was $13,494 as of June 30, 2022.
Derivative liabilities
The Company determined
that the conversion options in the certain of the notes
discussed above met the
definition of a liability in accordance with ASC Topic No.
815 - 40, Derivatives and Hedging - Contracts in
Entity’s Own
Stock. The Company
bifurcated the embedded conversion option in the note once the note
becomes convertible and account for it as a derivative liability.
During the quarter ended June 30, 2022, the fair value of new
derivative liabilities on the new issuance of debt amounted to
$103,993 upon inception, with
debt discount of $103,993 recognized. The Company
recognized a combined loss on the change in fair value of the
derivative liability and settlement of derivatives through payment
of convertible notes of $664,902 during the six months
ended June 30, 2022. The Black Scholes valuation model included inputs
of volatility of between 209% and 625%, a dividend yield of 0%,
risk free rate of 0.28%-3.01% and a term of between 0.5 years and
4.5 years.
The table below presents the change in the fair value of the
derivative liability:
Schedule Of Derivative Liabilities At Fair
Value |
|
|
|
|
Fair Value as of
January 1, 2022 |
|
$ |
2,328,234 |
|
Initial
recognition of derivative added as debt discount |
|
|
317,631 |
|
Settlement of
derivative liability as a result of payment on convertible
notes |
|
|
(6,108 |
) |
Settlement of
derivative liability as a result of conversion of convertible
notes |
|
|
(460,003 |
) |
Settlement of
derivative liability as a result of extinguishment of convertible
notes |
|
|
(1,126,619 |
) |
Loss
on change in fair value |
|
|
671,010 |
|
Fair Value as of June 30, 2022 |
|
|
1,724,145 |
|
NOTE 8. SUBSEQUENT
EVENTS
On July 5, 2022, the Company issued
23,958,333 shares of common stock to an accredited investor
in partial conversion of a promissory note issued June 30, 2020 in
the principal amount of $21,000.
An amount of $11,500 of principal was
converted at a per-share conversion price of $0.00048.
On July 15, 2022, the Company issued 38,750 shares of Series C
Preferred Stock to Geneva Roth Remark Holdings pursuant to a stock
purchase agreement for consideration of $35,000. The
38,750 shares of Series C Preferred Stock are convertible to shares
of common stock at a discount rate of 37% from the average of the
two lowest closing bid prices for the Company’s common stock during
the 15 trading days prior to the conversion. As of the date of this
quarterly report, the Company has 205,500 shares of
Series C Preferred Stock outstanding.
On July 28, 2022, the Company issued
22,936,530 shares of common stock to an accredited investor
in conversion of a promissory note issued June 30, 2020 in the
principal amount of $21,000.
An amount of $13,761
of the principal and interest on the note was converted at a
per-share conversion price of $0.0006.
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
This discussion and analysis may include statements regarding our
expectations with respect to our future performance, liquidity, and
capital resources. Such statements, along with any other
non-historical statements in the discussion, are forward-looking.
These forward-looking statements are subject to numerous risks and
uncertainties, including, but not limited to, factors listed in
other documents we file with the Securities and Exchange Commission
(the "SEC''). We do not assume an obligation to update any
forward-looking statements. Our actual results may differ
materially from those contained in or implied by any of the
forward-looking statements contained herein.
The outbreak of COVID-19 evolved into a global pandemic as COVID-19
spread to many regions of the world. In response to COVID-19,
governmental authorities around the world implemented measures to
reduce the spread of COVID-19. These measures have and may continue
to adversely affect workforces, customers, supply chains, consumer
sentiment, economies, and financial markets. In addition, decreased
consumer spending has and may continue to lead to an economic
downturn globally.
Specifically, numerous state and local jurisdictions have and may
in the future impose shelter-in-place orders, quarantines,
shut-downs of non-essential businesses, and similar government
orders and restrictions on their residents to control the spread of
COVID-19. Such orders or restrictions have resulted in temporary
facility closures, work stoppages, slowdowns and travel
restrictions, among other effects, thereby adversely impacting our
operations. As a result of COVID-19, we have experienced a
reduction in sales of our products and slower lead times with
respect to the manufacturing of our products. In addition, a
downturn in the United States economy may have an adverse impact on
discretionary consumer spending which may have a significant impact
on our business operations and/or our ability to generate revenues
and profits.
The extent to which COVID-19 impacts our business and operating
results will depend on future developments that are highly
uncertain and cannot be accurately predicted, including new
information that may emerge concerning COVID-19, including variants
such as the delta variant, and the actions to contain COVID-19 or
treat its impact, among others. We do not yet know the full extent
of the impacts of COVID-19 on our business; however, these effects
could have a material impact on our operations and financial
condition.
Overview and Financial Condition
We are an innovative entrant into the green technology licensing
and construction space, and as a recently registered publicly
traded company with our initial S-1 registration statement declared
effective as of January 15, 2021 and our common stock registered
under Section 12(g) of the Exchange Act on April 27, 2022, we are
one of the few publicly-traded green technology development firms
in the U.S. As of the date of this Quarterly Report, we have more
than two years of implementing our business plan under new
management following our change of control in late February
2020.
Our total operating and other expenses in excess of our gross
profit have resulted in a net loss of $6,632,146 for the year ended
December 31, 2021, and a net loss of $2,548,148 for the six months
ended June 30, 2022, which, considered in light of our past
financial performance, give rise to the going concern statement
below. In furthering our business, as described in Item 1 above
concerning our business and operations, we are seeking to license
commercially viable green technologies that fulfill concrete market
demands, and develop product applications that we can sell into the
market. Our technology licensing and product development activities
are spearheaded by Julia Otey-Roades, our Chief Executive
Officer.
Green Construction Division – USA and Canada
Spruce Engineering & Construction, Inc. –
Canada
Asset Purchase Agreement
On October 4, 2021, Eco Innovation Group, Inc. (the “Company”)
entered into an asset purchase agreement (the “Asset Purchase
Agreement”) with Spruce Construction, Inc., an Alberta Business
Corporation (“Spruce Construction”) and Timothy Boetzkes
(“Boetzkes”), a resident of the Province of Alberta, Canada and the
sole shareholder of Spruce Construction, pursuant to which, the
Company, Boetzkes and Spruce Construction agreed to effect an asset
purchase agreement for existing construction equipment and form a
new Canadian engineering and construction company in Canada.
Under the Asset Purchase Agreement, the Company agreed to pay
Boetzkes one million shares of the Company’s restricted common
stock for substantially all of the assets and business of Spruce
Construction, consisting of vehicles, tools and equipment for the
construction industry, the Spruce Construction name, and the
existing book of construction business of Spruce Construction.
Pursuant to the Asset Purchase Agreement, the Company, Boetzkes and
Patrick Laurie, the CEO of the Company’s Canadian technology
subsidiary, ECOIG Canada, have formed a new Alberta Business
Corporation to own and deploy the construction assets, named Spruce
Engineering & Construction Inc. The Company will own 85% of the
voting interests of Spruce Engineering & Construction Inc.,
with Boetzkes owning 10% and Patrick Laurie 5%.
On April 21, 2022, the Company entered into an amendment number one
to the Asset Purchase Agreement with Boetzkes and Spruce
Construction, to extend the due date for business reimbursement
payments in the amount of approximately $56,000 due to Boetzkes and
Spruce Construction under the Asset Purchase Agreement. Under the
Asset Purchase Agreement the $56,000 payment was due at 6 months
after closing, and pursuant to the April 21, 2022 amendment, that
payment is now due at 12 months after the closing date, or October
3, 2022. The closing of the Asset Purchase Agreement was subject to
the satisfaction or waiver of customary conditions to closing, as
disclosed in the term sheet for the project disclosed by the
Company and filed as Exhibit 10.1 in the Company’s Current Report
on Form 8-K filed by the Company with the Securities and Exchange
Commission on August 11, 2021.
Lock-Up Leak-Out Agreement
On October 4, 2021, in connection with the Asset Purchase
Agreement, Boetzkes entered into a Lock-Up and Leak-Out Agreement
with the Company pursuant to which, among other thing, such
shareholder agreed to certain restrictions regarding the resale of
the common stock issued pursuant to the Asset Purchase Agreement
for a period of six months from the date of the Asset Purchase
Agreement, as more fully detailed therein.
Shareholders Agreement
On October 4, 2021, in connection with the Asset Purchase
Agreement, the Company entered into a shareholders agreement (the
“Shareholders Agreement”) with Timothy Boetzkes and Patrick Laurie.
Under the Shareholders Agreement, Patrick Laurie agreed to serve as
the Chief Executive Officer and Timothy Boetzkes agreed to serve as
the Chief Operating Officer of Spruce Engineering &
Construction Inc. The Shareholders Agreement provides for certain
terms of governance, restrictive covenants including
confidentiality and noncompetition, and transfer restrictions on
the parties’ equity with regards to Spruce Engineering &
Construction Inc.
Employment Agreements
On October 4, 2021, in connection with the Asset Purchase
Agreement, Spruce Engineering & Construction Inc., of which the
Company is the 85% voting equity holder, entered into employment
agreements (the “Employment Agreements”) with Timothy Boetzkes and
Patrick Laurie, pursuant to which Patrick Laurie shall serve as the
Chief Executive Officer and Timothy Boetzkes shall serve as the
Chief Operating Officer of Spruce Engineering & Construction
Inc. Ancillary to the Employment Agreements, Boetzkes and Laurie
also entered into restricted stock award agreements governing their
minority equity stakes in Spruce Engineering & Construction
Inc., which provide for a repurchase option allowing Spruce
Engineering & Construction Inc. to clawback equity in the event
of the employees’ for-cause termination.
ECOX Spruce Construction, Inc. – USA
On January 4, 2022, the Company formed a subsidiary, ECOX Spruce
Construction, Inc., a California corporation (“ECOX Spruce
Construction”), for the purpose of starting a green construction
division. Pursuant to a letter of intent (LOI) between ECOX and
Edgar E. Aguilar ("Aguilar"), a resident of California and licensed
California general contractor, Aguilar agreed to manage the
operation of ECOX Spruce Construction’s construction business in
California as its Responsible Managing Officer. Under the Company’s
existing LOI with Aguilar, Blueprint Construction will own 20% of
the equity interests of ECOX Spruce Construction Inc., and the
Company will own 80%. ECOX Spruce Construction is in the process of
securing a general contractor license in California, with the
Company’s Chief Executive Officer as principal applicant. That
application was approved and the Company is in the process of
securing workman’s compensation insurance and bonding so that the
license will become active. Once ECOX Spruce Construction is fully
licensed and bonded as a California general contractor, the Company
intends to seek certification as a Women’s Business Enterprise.
Going Concern
Because of recurring operating losses, net operating cash flow
deficits, and an accumulated deficit, our independent auditors have
indicated in their report on our June 30, 2022 financial statements
that there is substantial doubt about our ability to continue as a
going concern.
The continuation of our business is dependent upon our ability to
generate sufficient cash flows from operations to meet its
obligations, in which we have not been successful, and/or obtaining
additional financing from our stockholders or other sources, as may
be required. The issuance of additional equity or convertible debt
securities by us could result in a significant dilution in the
equity interests of our current stockholders. Obtaining commercial
loans, assuming those loans would be available, will increase our
liabilities and future cash commitments.
Corporate Information
The Company’s shares are quoted on the OTC Markets Pink Sheet tier,
under the symbol ECOX. Our executive offices are located at 16525
Sherman Way, Suite C-1, Van Nuys, CA 91406, and our telephone
number is (800) 922-4356.
We maintain an internet website, and our internet address is
https://www.ecoig.com. The information on our website is not
incorporated by reference in this Quarterly Report or in any other
filings we make with the Securities and Exchange Commission
(“SEC”).
We are an “emerging growth company,” as defined in
Section 2(a) of the Securities Act, as modified by the
Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As
such, we are eligible to take advantage of certain exemptions from
various reporting requirements that are applicable to other public
companies that are not “emerging growth companies” including, but
not limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley
Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in our periodic
reports and proxy statements, and exemptions from the requirements
of holding a non-binding advisory vote on executive compensation
and stockholder approval of any golden parachute payments not
previously approved. If some investors find our securities less
attractive as a result, there may be a less active trading market
for our securities and the prices of our securities may be more
volatile.
In addition, Section 107 of the JOBS Act also provides that an
“emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the
Securities Act for complying with new or revised accounting
standards. In other words, an “emerging growth company” can delay
the adoption of certain accounting standards until those standards
would otherwise apply to private companies. We intend to take
advantage of the benefits of this extended transition period.
We will remain an emerging growth company until the earlier of
(1) the last day of the fiscal year (a) following the
fifth anniversary of the completion of this offering, (b) in
which we have total annual gross revenue of at least
$1.07 billion, or (c) in which we are deemed to be a
large accelerated filer, which means the market value of our
ordinary shares that is held by non-affiliates exceeds
$700 million as of the prior June 30, and (2) the
date on which we have issued more than $1.0 billion in
non-convertible debt securities during the prior three-year period.
References herein to “emerging growth company” will have the
meaning associated with it in the JOBS Act.
Additionally, we are a “smaller reporting company” as defined in
Item 10(f)(1) of Regulation S-K. Smaller reporting companies may
take advantage of certain reduced disclosure obligations,
including, among other things, providing only two years of audited
financial statements, and, if their revenues are less than $100
million, not providing an independent registered public accounting
firm attestation on internal control over financial reporting. We
will remain a smaller reporting company until the last day of the
fiscal year in which (1) the market value of our ordinary
shares held by non-affiliates exceeds $250 million as of the
end of the second fiscal quarter of that year or (2) our
annual revenues exceeded $100 million during such completed
fiscal year and the market value of our ordinary shares held by
non-affiliates exceeds $700 million as of the end of the
second fiscal quarter of that year.
Reports to security holders
We are required to file annual, quarterly and current reports with
the Securities and Exchange Commission and our filings are
available to the public over the internet at the Securities and
Exchange Commission’s website at http://www.sec.gov. The public may
read and copy any materials filed by us with the Securities and
Exchange Commission at the Securities and Exchange Commission’s
Public Reference Room at 100 F Street N.E. Washington D.C. 20549.
The public may obtain information on the operation of the Public
Reference Room by calling the Securities and Exchange Commission at
1-800-732-0330. The SEC also maintains an Internet site that
contains reports, proxy and formation statements, and other
information regarding issuers that file electronically with the
SEC, at http://www.sec.gov.
Results of Operations – Three Months Ended June 30, 2022
compared to Three Months Ended June 30, 2021
Revenues were $311,156 for the three months ended June 30, 2022,
and gross profit was $22,045, compared to none in the prior period.
Revenues from the Company’s US and Canadian construction business
began in late 2021 and in 2022.
Selling, general and administrative expenses consist primarily of
payroll, professional fees, sales and marketing, research and
development and other operating expenses. Selling, general and
administrative expenses totaled $175,510 and $78,899 for the three
months ended June 30, 2022 and 2021, respectively. For the three
months ended June 30, 2022, we incurred $75,000 in executive
compensation and $124,250 in consulting fees compared to $75,000 of
executive compensation and $119,930 in consulting for the three
months ended June 30, 2021, respectively, primarily from
stock-based compensation.
The Company also recognized interest expense of $230,689, including
amortization of debt discount of $98,627, a derivative gain of
$2,898,359, warrant gain of $8,400, a gain on the forgiveness of
debt of $14,072, and an impairment of its investment of $25,161
during the three months ended June 30, 2022. The Company also
recognized a loss of $337,037 related to additional shares to be
issued to MCOA under the Share Exchange Agreement. During the three
months ended June 30, 2021, the Company recognized interest expense
of $628,351, including amortization of debt discount of $48,646, a
derivative gain of $217,497, and a loss of $292,500 related to
additional shares to be issued to MCOA under the Share Exchange
Agreement.
As a result of the foregoing, we recorded net income of $1,975,229
and a net loss of $977,289 for the three months ended June 30, 2022
and 2021, respectively.
Results of Operations – Six Months Ended June 30, 2022 compared
to Six Months Ended June 30, 2021
Revenues were $427,761 for the six months ended June 30, 2022, and
gross profit was $(3,655), compared to none in the prior period.
Revenues from the Company’s US and Canadian construction business
began in late 2021 and in 2022.
Selling, general and administrative expenses consist primarily of
payroll, professional fees, sales and marketing, research and
development and other operating expenses. Selling, general and
administrative expenses totaled $310,964 and $142,404 the six
months ended June 30, 2022 and 2021, respectively. For the six
months ended June 30, 2022, we incurred $150,000 in executive
compensation and $171,750 in consulting fees compared to $350,000
of executive compensation and $546,597 in consulting fees for the
six months ended June 30, 2021, respectively, primarily from
stock-based compensation.
The Company also recognized interest expense of $603,625, including
amortization of debt discount of $556,670, a derivative loss of
$664,902, a warrant gain of $127,725, a gain on the forgiveness of
debt of $14,072, a loss on the impairment of investment of $59,059
during the six months ended June 30, 2022. The Company also
recognized a loss of $736,323 related to additional shares to be
issued to MCOA under the Share Exchange Agreement. During the six
months ended June 30, 2021, the Company recognized interest expense
of $653,265, including amortization of debt discount of $63,717, a
derivative gain of $224,875. The Company also recognized a loss of
$292,500 related to additional shares to be issued to MCOA under
the Share Exchange Agreement during the six months ended June 30,
2021.
As a result of the foregoing, we recorded a net loss of $2,558,481
and $1,760,056 for the six months ended June 30, 2022 and 2021,
respectively.
Liquidity and Capital Resources
As of June 30, 2022 and December 31, 2021, the Company had cash of
$22,458 and $28,534, respectively. Furthermore, the Company had a
working capital deficit of $4,647,942 and $4,509,624 as of June 30,
2022 and December 31, 2021, respectively.
During the six months ended June 30, 2022, the Company used
$498,123 of cash in operating activities due to its net loss of
$2,558,481, partially offset by; amortization of debt discount of
$556,670; expense from shares to be issued to MCOA under the share
exchange agreement of $736,323, stock-based compensation expense of
$75,000, derivative gain of $664,902 and an increase in accounts
payable and accrued expenses of $311,012.
The Company had no cash used in investing activities during the six
months ended June 30, 2022. The Company had cash used in investing
activities of $61,740 for the purchase of intangible assets under
license agreements during the six months ended June 30, 2021.
During the six months ended June 30, 2022, the Company had net cash
provided by financing activities of $487,613, primarily from
$112,800 of proceeds on convertible debentures, $68,000 of proceeds
from related party convertible debentures, proceeds from sale of
common stock of $167,900, proceeds from sale of preferred C stock
of $155,000, offset by repayments of convertible debentures of
$8,500 and repayments of related party convertible debentures of
$5,000 and repayments on notes payables of $2,587. The Company had
cash net cash provided by financing activities of $296,350,
primarily from $384,850 of proceeds on convertible debentures and
proceeds from sale of common stock of $45,000, partially offset by
repayments of convertible debentures of $133,500.
Our auditors have issued a going concern opinion on our annual
consolidated financial statements, meaning that there is
substantial doubt we can continue as an on-going business for the
next twelve months unless we obtain additional capital. Our only
sources for cash at this time are investments by others in this
offering, selling our products and loans from our director. We must
raise cash to implement our plan and stay in business.
Management believes that current trends toward lower capital
investment in start-up companies pose the most significant
challenge to the Company’s success over the next year and in future
years. Additionally, with the January 15, 2021 effectiveness of our
registration statement on Form S-1, as of January 15, 2021, the
Company is obligated to meet all the financial disclosure and
reporting requirements associated with being a publicly reporting
company. The Company’s management will have to spend additional
time on policies and procedures to make sure it is compliant with
various regulatory requirements, especially that of Section 404 of
the Sarbanes-Oxley Act of 2002. This additional corporate
governance time required of management could limit the amount of
time management has to implement is business plan and impede the
speed of its operations.
Limited Operating History; Need for Additional Capital
There is no historical financial information about us upon which to
base an evaluation of our performance. As our business model and
strategy were reinvigorated with our February 2020 change in
control and new management, we are in a start-up stage of
operations, and in general have generated limited revenues since
our inception. We cannot guarantee that we will be successful in
our business operations. Our success and performance are subject to
all the normal risks inherent in the development of a new line of
business, including our limited capital resources and the strength
of our business partners’ business and financial positions, and the
market for our green technologies.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on
the Company's financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.
Critical Accounting Policies
The preparation of financial statements in accounting principles
generally accepted in the United States of America requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. A change in managements’ estimates or
assumptions could have a material impact on our financial condition
and results of operations during the period in which such changes
occurred. Actual results could differ from those estimates. Our
financial statements reflect all adjustments that management
believes are necessary for the fair presentation of their financial
condition and results of operations for the periods presented.
Item 3. Quantitative And Qualitative Disclosures About Market
Risk.
As a smaller reporting company, we are not required to provide the
information called for by this Item.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on
Form 10-Q, the Company carried out an evaluation, under the
supervision and with the participation of its management, including
the Company's Chief Executive Officer and its Chief Financial
Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures (as such term is
defined in rules 13a-15(e) and 15d-15(e) under the Exchange Act).
Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that, as of the end of the period
covered by this Quarterly Report on Form 10-Q, the Company's
disclosure controls and procedures were not effective to provide
reasonable assurance that information required to be disclosed by
the Company in the reports that it files or submits under the
Exchange Act is (i) recorded, processed, summarized and reported
within the time periods specified by the Securities and Exchange
Commission's rules and forms, and (ii) accumulated and communicated
to the Company's management, including the Chief Executive Officer
and Chief Financial Officer, in a manner that allows timely
decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes to the Company’s internal control over
financial reporting as defined in Exchange Act Rules 13a-15(e) and
15d-15(e) that occurred during the six months ended June 30, 2022
that have materially affected, or are reasonably likely to
materially affect, the Company’s internal control over financial
reporting.
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
The Company may be involved in certain legal proceedings that arise
from time to time in the ordinary course of its business. Legal
expenses associated with any contingency are expensed as incurred.
The Company’s officers and directors are not aware of any
threatened or pending litigation to which the Company is a party or
which any of its property is the subject and which would have any
material, adverse effect on the Company.
Item 1A. Risk Factors.
Reference is made to the risks and uncertainties disclosed in Item
1A (“Risk Factors”) of our Annual Report on Form 10-K for the
period ended December 31, 2021, which sections are incorporated by
reference into this report, as the same may be updated from time to
time. Prospective investors are encouraged to consider the risks
described in our 2020 Form 10-K, and our Management’s Discussion
and Analysis of Financial Condition and Results of Operations
contained in this Report and other information publicly disclosed
or contained in documents we file with the Securities and Exchange
Commission before purchasing our securities.
As a smaller reporting company, the Company is not required to
disclose material changes to the risk factors that were contained
in the 2020 Form 10-K.
Item 2. Unregistered Sales of
Equity Securities and Use Of Proceeds.
During the six months ended June 30, 2022, the Company entered into
purchase agreements for the sale of 166,250 shares of Series C
Convertible Preferred Stock with Geneva Roth Remark Holdings.
During the six months ended June 30, 2022, $221,250 of Series C
Convertible Preferred Stock and accrued dividends of $11,063 were
converted into 153,892,604 shares of common stock. During the
quarter ended June 30, 2022, $221,250 of Series C Convertible
Preferred Stock and accrued dividends of $11,063 were converted
into 153,892,604 shares of common stock.
During the six months ended June 30, 2022, 115,369,190 shares of
common stock were issued by the Company for the conversion of
$238,632 in principal and interest of a convertible note.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
The exhibits listed on the Exhibit Index below are provided as part
of this report.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
ECO INNOVATION GROUP,
INC. |
|
(Registrant) |
|
|
Dated: August 22,
2022 |
By: |
/s/ Julia
Otey-Raudes |
|
|
Julia
Otey-Raudes |
|
|
President, Secretary,
Treasurer and Director |
|
|
(Principal Executive
Officer) |
|
|
|
Dated: August 22,
2022 |
By: |
/s/ Julia
Otey-Raudes |
|
|
Julia
Otey-Raudes |
|
|
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
Dated: August 22,
2022 |
By: |
/s/ Julia
Otey-Raudes |
|
|
Julia
Otey-Raudes |
|
|
President, Secretary,
Treasurer and Director |
|
|
(Principal Executive
Officer,) |
|
|
|
Dated: August 22,
2022 |
By: |
/s/ Julia
Otey-Raudes |
|
|
Julia
Otey-Raudes |
|
|
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
Eco Innovation (PK) (USOTC:ECOX)
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