Derease of net loss, decrease of expenses, that's not bad IMO
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
The Company has a long history in the fast growing industry of waste recycling and specifically related to waste-to-energy, upon which the Company is building. Garb is organized to utilize both next-generation machines and new technologies to vertically integrate into the waste refinement, recycling and energy industries. The current revised company emphasis (effective August 21, 2013) is in profitable new and "green" solutions for waste-to-energy, alternate energy sources, gas drilling, fuel enhancements, improving energy usage efficiency and utilizing recycled material in producing both useful and desirable products manufactured in its own plants. The Company's use of its first industrial manufacturing property and equipment will be to manufacture wood pellets to be used as an alternate power fuel and for farm and agricultural applications. In addition, this manufacturing facility will utilize power saving technology including the use of recycled materials as fuel that will result in lower operating costs. Also, excess electricity will be generated that may be sold back to the power company, thereby generating an additional source of revenue.
Garb Oil & Power Corporation (the "Company" or "Garb") was incorporated in the State of Utah in 1972 under the name Autumn Day, Inc. The Company changed its name to Energy Corporation International in 1978 and to Garb-Oil Corporation of America in 1981, which marked the start of the Company's development state in the energy and recycling industries. The Company changed its name to Garb Oil & Power Corporation in 1985 and then to Garb Corporation in May 2013. In February 2014, the Company changed its name back to Garb Oil & Power Corporation. The Company's activities have consisted of raising capital and developing technology related to waste-to-energy electricity production, pyrolysis (extraction of oil, carbon, and steel from used tires), and recovery of used rubber from large off-the-road tires, repair and sale of used truck tires, sale of new truck tires and sale of industrial shredders.
Effective August 21, 2013, all of the Company's former executive officers and directors resigned. Also effective August 21, 2013, following the resignation of the Company's former management, Ms. Tammy Taylor was appointed as the Company's Chief Executive Officer, President and Principal Financial Officer, and Ms. M. Aimee Coleman was appointed as the Company's Corporate Secretary and Principal Accounting Officer. Ms. Taylor was also appointed as the Company's sole director.
On October 27, 2009, the Company entered into an agreement to purchase Resource Protection Systems GmBH, a company organized and currently active under the laws of Germany ("RPS"). The purchase was for all outstanding shares, as well as for specified RPS assets and liabilities. The RPS specified assets were not transferred to the Company and therefore the purchase was not fully consummated.
On January 15, 2010, RPS purchased 80% of the issued and outstanding stock of Newview S.L., a company organized under the laws of Spain ("Newview"). The Company has been unable to determine whether Newview is currently active.
The Company's auditor for 2009 and 2010 was also engaged by current management to audit years 2011 through 2014 and review the first three quarters of years 2012 through 2014.
The Company's financial statements from the year ended December 31, 2009 through the six months ended June 30, 2013 each contains its audited or reviewed, as the case may be, consolidated financial statements for the Company and its subsidiaries, which included RPS consolidated financials that were converted into United States Dollars (USD). The Company had included RPS and Newview as Company subsidiaries and accounted for as entities under common control, since RPS, Newview, and the Company had common management during the stated period of time. As the transaction combined two commonly controlled entities that historically, prior to October 27, 2009, had not been presented together, the resulting financial statements were, in effect, considered those of a different reporting entity. This resulted in a change in reporting entity, which required retrospectively combining the entities for all periods presented as if the combination had been in effect since inception of common control. The financial information of previously separate entities, prior to the acquisition date, was shown as combined. The former management left the Company during the nine months ended September 30, 2013 (on August 21, 2013). Beginning with the Company's nine months ended September 30, 2013 Form 10-Q filing, entities under common control ceased to exist since the Company did not have the same management as RPS and Newview and the Company and therefore the Company's financial statements omit the financial statements of RPS and Newview.
On January 24, 2014, the Company signed a letter of intent (the "LOI") and a collaborative effort agreement (the "CE Agreement") with Shredderhotline.com Company ("Shredderhotline") and Dan Scott Burda, Shredderhotline's President/Owner. In general, the CE Agreement provides that the two ranking executive officers of both companies will collaborate on future sales and operations within a newly formed wholly owned subsidiary of the Company, Garb Global Services, Inc. ("Garb Global"). On November 18, 2014, the Company and Shredderhotline mutually determined that their business interests had diverged and the Company and Shredderhotline released one another from their rights and obligations under the LOI and CE Agreement both dated January 24, 2014. Garb Global will continue as an operating subsidiary of the Company.
Our Industry
The industry in which Garb is operating is still in its maturing stages. Technological developments, the economic climate and the growing global awareness of waste as a possible raw material resource, have changed the recycling industry, placing demands on the industry for new products and for new solutions. Garb is dedicated to creating products that increases energy efficiency and reduces the carbon footprint while helping to preserve the environment. With its knowledge of solutions, its comprehensive product portfolio, its experience and, above all, with personnel and advisors who understand the industry, Garb will provide superior products and services into profitable solutions that will provide the Company with a competitive advantage in the market and do our part in making the world a greener place while passing cost savings on tour customers.
Our Markets
Tires and Commercial Waste Shredders: Garb's past has been resurrected by current management, new truck tires and commercial waste shredders. In addition, Garb is currently in the development stage to enter into the retread truck tire production and sales market.
Waste-to-Energy: Waste-to-energy is considered a renewable resource since its fuel source, garbage and other materials that have been destined to landfills, is sustainable and non-depletable. According to the U.S. Environmental Protection Agency, waste-to-energy is a "clean, reliable, renewable source of energy."
In 2012, Americans generated about 251 million tons of trash and recycled and composted almost 87 million tons of this material, equivalent to a 34.5 percent recycling rate.
Opportunities abound in the recycling industry to produce power and Garb is developing this area.
Biomass and Alternate Fuels: The United States has been moving towards greater energy independence and the increase of clean renewable fuels. Biofuel is simple to use, biodegradable, nontoxic, and essentially free of sulfur and aromatics. Alternate energy sources can produce more net energy for less money than current technologies. Garb is currently pursuing multiple avenues in this growing arena.
Hemp and Medical Marijuana Paraphernalia: Within the cannabis industry, Garb has interest in the potential use of hemp as one of the raw materials utilized in the production of alternate fuels and energy. To further these endeavors, Garb has begun to create the Company's first medical marijuana paraphernalia production operation in the State of Colorado.
Patents, Trademarks and Proprietary Data
The Company has received United States Patent No. 5,299,748 on the OTR Tire Disintegrator System design which expired April 5, 2011, Patent No. 5,590,838 which expired January 7, 2014 and patent number 6,015,105 which expires January 18, 2018. An additional patent improvement was granted in Canada on July 6, 1999 as Canadian Patent No. 2,178,326 which expires March 23, 2015.
Current Management Overview
Effective August 21, 2013, all of the Company's former executive officers and directors resigned. Also effective August 21, 2013, following the resignation of the Company's former management, Ms. Tammy Taylor was appointed as the Company's Chief Executive Officer, President and Principal Financial Officer, and Ms. M. Aimee Coleman was appointed as the Company's Corporate Secretary and Principal Accounting Officer. Ms. Taylor was also appointed as the Company's sole director.
Current management of the Company is pursuing avenues of generating cash or revenues during the next twelve months. The Company is pursuing sales of new truck tires and commercial waste shredders and is developing waste-to-energy, biomass alternate fuels including hemp and medical marijuana paraphernalia manufacturing operations. The Company continues to pursue financing to build and operate its own manufacturing plants. We believe that our current Company personnel and advisors have the necessary industry expertise and marketing skills to implement our current business model.
Results of Operations
Comparison of the Three Months Ended September 30, 2014 and September 30, 2013
Revenues
During the three months ended September 30, 2014 and September 30, 2013 the Company recognized no revenues from sales.
General and Administrative Expenses
General and administrative expenses decreased $498,587 to $115,085 for the three months ended September 30, 2014, from $613,672 for the three months ended September 30, 2013. The decrease was related primarily to bad debt expense decreasing $343,542 and consulting fees decreasing $62,703.
Other Income (Expense)
Other income (expense) decreased by $54,859 to $(109,519) for the three months ended September 30, 2014, from $(54,660) for the three months ended September 30, 2013. The increase in expense was related to an increase in higher amortization of debt discount to interest expense of $15,194 for longer maturity dates of convertible notes and an increase of interest expense of $39,665 due to increase in interest rates due to the Company defaulting on Notes Payable as described in Note 8.
Net Loss
Net loss was $224,604 and $668,332 for the three months ended September 30, 2014 and September 30, 2013, respectively. Net loss was due to a lack of revenues. While the Company has substantially decreased expenses, we expect to continue to incur losses until such time as we can begin to generate consistent revenue from operations.
Comparison of the Nine Months Ended September 30, 2014 and September 30, 2013
Revenues
During the nine months ended September 30, 2014 the Company recognized $200,000 revenues from sale of equipment. During the nine months ended September 30, 2013 the Company recognized no revenues from sales.
General and Administrative Expenses
General and administrative expenses decreased $553,091 to $654,193 for the nine months ended September 30, 2014, from $1,207,284 for the nine months ended September 30, 2013. The decrease was related to employee compensation decreasing $260,578 and bad debt expense decreasing $350,786. These decreases were partially offset by an increase in sales commissions of $110,000.
Other Income (Expense)
Other income (expense) decreased by $391,775 to a loss of $(255,741) for the nine months ended September 30, 2014, from a gain of $136,034 for the nine months ended September 30, 2013. The decrease in other income was primarily due to no gain (loss) on extinguishment of debt.
Net Loss
Net loss was $799,934 and $1,070,980 for the nine months ended September 30, 2014 and September 30, 2013, respectively. Net loss was attributable to a lack of consistent revenues as discussed above. While the Company has substantially decreased expenses, we expect to continue to incur losses until such time as we can begin to generate consistent revenue from operations.
Liquidity and Capital Resources
Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. The Company is not generating significant revenues. Operating expenses for the Company have been paid in part from short-term unsecured notes and the issuance of Company stock. The Company also has a working capital deficit and stockholders' deficit of $5,608,800 and $4,226,759, respectively, at September 30, 2014.
The Company has incurred and continued to incur indebtedness in order to finance its operations. As of September 30, 2014, the Company's total liabilities were $5,622,774, with a working capital deficit of $5,608,800. See Note 5 - Notes Payable and Note 6 - Notes Payable -Related Party of the Company's unaudited financial statements appearing elsewhere in this quarterly report on Form 10-Q.
Net cash used in operating activities was $(129,397) and $(17,674) for the nine months ended September 30, 2014 and September 30, 2013, respectively. Cash was primarily used to fund our net losses from operations.
Net cash used in investing activities was $12,000 and $0 for the nine months ended September 30, 2014 and September 30, 2013, respectively. Cash was used during the nine months ended September 30, 2014 for purchase of property.
Net cash provided by financing activities was $155,368 and $17,700 for the nine months ended September 30, 2014 and September 30, 2013, respectively. During the nine months ended September 30, 2014, we received cash of $110,500 from the issuance of notes payable and cash of $64,868 from the issuances of common stock
- related parties, of which $20,000 cash was used as repayments of financing activities.
Going Concern
The financial statements accompanying this report have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated sufficient revenues in the last two years to cover all operating and overhead costs, and has never paid any dividends and is unlikely to pay dividends in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As of September 30, 2014, our company has accumulated losses of $16,541,371. We do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.
Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above in their report on the financial statements for the year ended December 31, 2013, the Company's independent auditors have included an explanatory paragraph regarding concerns about our ability to continue as a going concern. The continuation of our business is dependent upon our ability to raise additional financial support. The issuance of additional equity securities by the Company could result in a significant dilution in the equity interests of our current shareholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
