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GLEC.PK > SEC Filings for GLEC.PK > Form 10-Q on 14-Nov-2011All Recent SEC Filings

Show all filings for GLOBAL ECOLOGY CORP | Request a Trial to NEW EDGAR Online Pro

Form 10-Q for GLOBAL ECOLOGY CORP


14-Nov-2011

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The use of the words "we," "us," "our" or "the Company" refers to Global Ecology Corporation and its subsidiaries, except where the context otherwise requires.

The following discussion of the Company's financial condition, changes in financial conditions and results of operations should be read in conjunction with the financial statements and notes for the period ended September 30, 2011 contained in this Form 10-Q, and with the audited financial statements and notes as well as other items thereto included in our annual report on Form 10-K for the year ended December 31, 2010. This report, annual reports on Form 10-K, current reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) of the Exchange Act are made available free of charge through the United States Securities and Exchange Commission's, or SEC's, website (www.sec.gov), which contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. In addition, these documents are made available on our website as soon as reasonably practicable after the material is electronically filed with, or furnished to, the SEC. The public may read and copy of any of our material filed with the SEC at the SEC's Public Reference Room located at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

Cautionary Statement Regarding Forward Looking Statements

Certain of the statements contained in this Form 10-Q for the period ended September 30, 2011 should be considered "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which reflect the current views of our Company with respect to current events and financial performance. You can identify these statements by forward-looking words such as "may," "will," "expect," "intend," "anticipate," "believe," "estimate," "plan," "could," "should," and "continue" or similar words. These forward-looking statements may also use different phrases. From time to time,

We may also provide forward-looking statements in other materials and releases to the public or files with the SEC, as well as oral forward-looking statements. You should consult any further disclosures on related subjects in our previous annual report on Form 10-K, quarterly reports filed on Form10-Q and current reports on Form 8-K filed with the SEC.

Such forward-looking statements are and will be subject to many risks, uncertainties and factors relating to our operations and the business environment in which we operate, which may cause our actual results to be materially different from any future results, express or implied, by such forward-looking statements. Statements in this quarterly report and the exhibits to this report should be evaluated in light of these important risks, uncertainties and factors. We are not obligated to, and undertakes no obligation to publicly update any forward-looking statement due to actual results, changes in assumptions, new information or as the result of future events.

The Company

We were formed as a Nevada corporation in 1993. Our principal executive office is located at 96 Park Street Montclair, New Jersey 07042 and our telephone number is (973) 655-9001. Our website is www.geco.us. From 1998 until the third quarter of 2004, we provided financial products and related services to the new and pre-owned automotive finance industry. We primarily purchased and subsequently sold automobile finance receivables collateralized by new and pre-owned automobiles. The receivables were predominately purchased from automobile retailers nationwide and sold to banks and credit unions.

We changed our name to Homeland Security Network, Inc. on March 1, 2005 to reflect the direction of a new course of business. HSNI targeted markets such as commercial trucking and cargo management, commercial fleet management, equipment rental and personal vehicle tracking. During the period from March, 2005 until the end of 2007, we provided the GPS tracking industry with state-of-the-art software, as well as low cost tracking hardware, and the ability to offer a cost-effective data transmission fee

In the fourth quarter of 2007, we began investing in a new industry and we secured distribution rights to a patented water restoration technology, which represented a substantial opportunity global water purification market. Our company has proposed the use of its services in the United States and several foreign counties. In August 2008 we changed our name from Homeland Security Network, Inc. to Global Ecology Corporation to better reflect our direction and industry focus.

We have supported a number of events at the United Nations and have established ourselves as a strategic partner with International Renewable Energy Organization ("IREO"), a Brazilian private partner of the United Nations. Peter Ubaldi, our President and Chief Executive Officer has been appointed as Chairman of IREO's Water Restoration Committee. We have proposed our remediation technology for contaminated bodies of water and for the remediation of soil in South America, Central America, the Philippines and the United States as part of its expanding marketing efforts.

We entered into a joint venture with Huma-Clean, LLC, a Texas-based soil remediation and re-seller of processed soil for consumer and commercial users.
The first project is underway in Juarez, Mexico, and we are hopeful that the next sites will be located in the United States. Our initial belief was that revenue from these activities would begin to be recorded in the fourth quarter of 2008 and that the first order of its processed soil has would have been received for in excess of $2,000,000. However, the violence that has occurred in the City of Juarez and the surrounding area has taken the government officials' focus away from the building and expansion of their farmlands. This has directly impacted potential orders. Nevertheless, discussions are in progress with potential buyers. We have advanced $780,000 to the venture. The terms of the agreement call for the initial revenue to be used to repay the advance; however, we can allow a portion of the repayment to be left in the venture for working capital if we desire. Management feels that there is a high degree of uncertainty regarding the collectability of this asset; therefore they have decided to reserve $780,000 for potential impairment of the asset. As of December 31, 2010 the net carrying value of this asset is $0.

In December 2010, we executed a Joint Venture Agreement with Isongo Water (Pty), Ltd., of Pietermartizburg South Africa ("Isongo"), whereby we have agreed to form a subsidiary company to be named GEC Africa (the "JV Company") with Isongo, which will be jointly owned 50% by each company. The JV Company will pursue business interests throughout South Africa and neighboring countries that will initially commence with the sale of our Mobile PureWater System ("MPWS") and our ionized mineral solution, IMS1000. Based on the success of the venture we intend to later incorporate the sale of our other proprietary and licensed technologies through the JV Company in certain African territories. As of September 30, 2011 there has been no activity to report.

As part of joint venture relationship, Isongo will be granted an exclusive license for the sole benefit of GEC Africa for the sale and distribution of the MPWS and the IMS1000. The intention of the parties is for GEC Africa to have its own local manufacturing facility for the MPWS and its solution, which Isongo has the capability to provide. There will be minimum sales volume requirements for the continuation of the relationship. We can provide no assurances that the joint venture relationship with Isongo will be successful or be able to generate significant revenue, if at all. As of September 30, 2011 there has been no activity to report.

We continue to develop our relationships in South Africa through our subsidiary GEC Africa which is a joint partnership with Isongo. Representatives of our company demonstrated our MPWS in real time as it produced potable water from several contaminated sources. These demonstrations were performed in the most challenging conditions where rivers look like dark chocolate and E. coli, streptococcus, and other dangerous pathogens are abundant. As of September 30, 2011 there has been no activity to report.

Our group met with government officials from municipalities and water processing facilities including, The Department of Water Affairs and The South African Bureau of Standards, which has now agreed to accelerate the registration process for our licensed, proprietary formula, IMS1000. Many public and private entities in Africa are seeking ways to provide safe water without the use of chlorine and our IMS1000 solution will help to accomplish this goal. We also had discussions with two municipalities for the use of our bio-remediation technology for the processing of bio-solids from their waste water treatment facilities. Additional uses of IMS1000 such as the de-contamination of large bodies of water, vegetable washes, poultry processing plants, and mining water reclamation are currently under discussion. As of September 30, 2011 there has been no activity to report.

GEC Africa has now engaged several distributors to market our products and services throughout the continent. This distribution channel under the supervision of GEC Africa is expected to accelerate the development of our coverage and produce sustainable revenue. As of September 30, 2011 there has been no activity to report.

In January of 2011, we formed a wholly subsidiary, CleanTower Technologies, Inc., for the purpose of developing a market for our licensed environmentally safe chemical IMS1000. The solution is produced under a private label arrangement with our Canadian supplier, EnvirEau Technologies, Inc. This new company will eventually include a number of affiliates with industry experience to help us build the operation. As of September 30, 2011 there has been no activity to report.

In March of 2011 we executed a Letter of Intent with Esoft Informatics, Pvt. Ltd. ("Esoft"), of Noida, India for the development of a thermal solar energy project in India and developing a sales channel for our products in India. The letter of intent contemplates a formation of a subsidiary of our company, GEC Energy Company, which will b e jointly owned by us and Esoft. If we are able to come to terms with Esoft and enter into definitive agreements with Esoft, the joint venture will encompass the development of a six megawatt solar power plant in India which will provide an alternative source of energy for certain regions within India and will allow to establish distribution channels for our environmental restoration technologies throughout India. We cannot provide any assurances that we will be able to enter into definitive agreements with Esoft or that if we do that this will be a profitable business venture for our company, which may ultimately negatively impact our earnings and shareholder value. As of September 30, 2011 there has been no activity to report.

May 25, 2011, we executed letters of intent with the Town of Castleberry, the Town of For Deposit and the City of White Hall which are located in the State of Alabama. The letters of intent contemplate the development of locations in each of the three cities for the accumulation of certain organic waste which will be used in the production of our natural fertilizer/soil additive and allow for the expansion of the market where we can sell our soil and water remediation technologies. In addition, the letters of intent contemplate the creation of a subsidiary company in the State of Alabama, or GEC Alabama, which will be our wholly-owned subsidiary and will enter into profit sharing agreements with each of the three cities. We can provide no assurances that we will be able to enter into definitive agreements with the three cities in Alabama or that proposed relationship with the cities will be successful or be able to generate revenue, if at all. As of September 30, 2011 there has been no activity to report.

On October 25, 20111, we received the last tranche of the funding necessary to begin the construction process on its first domestic organic soil amendment site in Castleberry, Alabama. The location, which encompasses nearly 70 acres, will be one of the largest of its kind in the U.S., and will be capable of producing approximately 40,000 cubic yards of fertilized organic soil amendments and 20,000 gallons of liquid soil enhancement products each month.

We have incurred operating losses of ($1,026,771) and ($660,496) for the nine months ended September 30, 2011 and 2010, respectively, and we have had working capital deficiencies in both quarters. Our financial statements have been prepared on the assumption that the Company will continue as a going concern. We are seeking various types of additional funding such as issuance of additional common or preferred stock, additional lines of credit, or issuance of subordinated debentures or other forms of debt. The additional funding would alleviate our working capital deficiency and increase profitability. However, it is not possible to predict the success of management's efforts to achieve profitability or to secure additional funding.

If additional financing arrangements cannot be obtained, we would be materially and adversely affected and there would be substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and realization of assets and classifications of liabilities necessary if the Company becomes unable to continue as a going concern.

Employees

As of September 30, 2011, we have employed a total of 5 people. No employees are covered by a collective bargaining agreement.

Results of Operations for the Three and Six Months Ended September 30, 2011 and 2010

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