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What a day so far
Extreme Biodiesel Enters Negotiations With Southern California Indian Casino
CORONA, Calif. / January 22, 2014 / Accesswire / Extreme Biodiesel Inc. (PINK:XTRM) today announced the following updates.
The Company is in the process of terminating all agreements with Promethean Biofuels to pursue direct negotiations with an Indian Casino located on a Reservation in Southern California.
Company President Joe Spadafore stated “The relationship with Promethean is being terminated in the best interests of our shareholders as we feel Promethean has not performed. There is a silver lining however in that Extreme Biodiesel is currently pursuing several other prospects including negotiations with an Indian Casino located on an Indian Reservation in Southern California. This is very positive for Extreme, as working directly with the Indians should enable increased profit potential for the Company as well as expansion into other areas.”
Due to the terms of an NDA Extreme Biodiesel is not able to disclose the name of the Indian party just yet, but we can announce that testing of Extreme Biodiesel's equipment is currently being conducted on the reservation. Furthermore, we anticipate a joint press announcement upon execution of a formal agreement.
About Extreme Biodiesel
Extreme Biodiesel is an alternative fuel and recycling company. Our mission is to provide a cost-effective, high-quality alternative diesel fuel, create "green" jobs, reduce the environmental impact of fossil fuels and diminish US reliance on foreign oil. Extreme Biodiesel is currently investigating acquisition opportunities related to Bio Diesel and Real Estate
Investor Relations Contact
info@extremebiodiesel.com
Disclaimer
Forward-Looking Statements are included within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding our expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, including words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will," and other similar expressions are forward-looking statements and involve risks, uncertainties and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements. XTRM is under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.
Source: Extreme Biodiesel Inc.
Ment the yield sign
Updated on pink sheets! No more yield sign
BookMerge Technologies, Inc. Issues Corporate Update
CORONA, Calif., Jan. 28, 2013 /PRNewswire/ -- BookMerge Technologies Inc. (OTC-PINK: BRKM) is pleased to announce that the Company has been fully engaged in the integration of its recently acquired Company, Extreme Biodiesel. The Company has applied for a name change to Extreme Biodiesel to appropriately represent the Company's core focus in its entirety henceforth.
Extreme Biodiesel is the Company's newly acquired operation which has developed the capability to produce ecologically friendly biodiesel energy products. The Company's state-of-the-art solutions are not only expected to be a substantial source of revenue for the Company, but furthermore an evidently realistic means for dramatically reducing the United States' dependence on foreign oil. Extreme Biodiesel entered the industry in 2003 with the creation of biodiesel processors designed chiefly for individual end-users. Over the past couple years, the company has sold over 150 processor units in the US, Canada, and Africa. Extreme Biodiesel is further expanding its scope by increasing biodiesel production and also creating a Co-Op for both individual members and fleet accounts throughout Southern California.
Extreme Green Technologies, Inc. was developed a decade ago with the specific mission to produce, distribute, and create awareness of user-friendly alternative energy products and sources of power. By entering into the quickly expanding biofuels industry, the Company's primary focus is to produce a user-ready, high quality alternative fuel that is priced competitively with petro-diesel. Because there is an impending need to stop global warming and reduce humankind's carbon footprint, Extreme Green Technologies continuously strives to seek out new technologies and produce feasible eco-friendly fuels in order to make a positive impact on both the environment and our domestic economy.
The rapidly expanding biodiesel industry has unlimited economic potential that is supported by federal and state governments. Recognizing this growth, EGT began looking for an ideal company to further its quest to lead the biodiesel industry. Extreme Biodiesel was found to be an ideal company in that it is a fully operational biodiesel fuel and equipment manufacturer, and thus became part of the Extreme Green Technologies corporate family.
BookMerge Technologies Inc.'s current corporate stock structure consists of 200,000,000 shares Authorized, 149,438,500 issued and outstanding with 47,373,500 presently free trading.
"We are very pleased with the successful integration of Extreme Biodiesel, and look forward with great anticipation to the milestones we expect to announce in the very near future. We want to express sincere appreciation to our loyal shareholders for their confidence in our Company, and anticipate that 2013 is going to be the strongest year yet." stated Joe Spadafore, Corporate Secretary of BookMerge Technologies Inc.
Forward-Looking Statements are included within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding our expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, including words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will," and other similar expressions are forward-looking statements and involve risks, uncertainties and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.
For more information please visit our website at: www.extremebiodiesel.com
Contact: Joe Spadafore, Corporate Secretary at 951-734-5344 or email: info@extremebiodiesel.com
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X .
Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2012
.
Transition Report under Section 13 or 15(d) of the Exchange Act
For the Transition Period from ________to __________
Commission File Number: 333-152837
Extreme Biodiesel, Inc.
(Exact Name of Registrant as Specified in its Charter)
NEVADA
36-4627722
(State of other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification Number)
1560 N. Maple Street
Corona CA
92880
(Address of principal executive offices)
(Zip Code)
Registrant's Phone: (951) 734-5344
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes X . No .
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer
.
Accelerated filer
.
Non-accelerated filer
. (Do not check if a smaller reporting company)
Smaller reporting company
X .
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes . No X .
As of September 30, 2012, the issuer had 125,438,500 shares of common stock issued and outstanding.
TABLE OF CONTENTS
Page
PART I – FINANCIAL INFORMATION
Item 1.
Financial Statements
3
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
16
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
18
Item 4.
Controls and Procedures
18
PART II – OTHER INFORMATION
Item 1.
Legal Proceedings
18
Item 1A.
Risk Factors
18
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
18
Item 3.
Defaults Upon Senior Securities
18
Item 4.
Submission of Matters to a Vote of Security Holders
18
Item 5.
Other Information
18
Item 6.
Exhibits
19
2
ITEM 1 FINANCIAL STATEMENTS
EXTREME BIODIESEL, INC.
FINANCIAL STATEMENTS
(EXTREME)
For the three months ended
Sept. 30, 2012
John Kinross-Kennedy, C.P.A.
17848 Skypark Circle
Irvine, CA 92614-6401
(949) 955-2522. Fax (949)724-3817
jkinross@zamucen.com
3
EXTREME GREEN TECHNOLOGIES INC.
CONSOLIDATED BALANCE SHEET
September 30,
June 30,
2012
2012
ASSETS
(Unaudited)
Current Assets
Cash and cash equivalents
$
2,105
$
1,656
Accounts Receivable
5,245
745
Inventory
23,299
23,299
Total Current Assets
30,649
25,700
Property plant and equipment,
net of accumulated depreciation
564,949
590,413
Other Assets
Notes Receivable
40,000
40,000
Deposits
18,036
18,036
Total Other Assets
58,036
58,036
TOTAL ASSETS
$
653,634
$
674,149
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses
$
198,794
$
198,526
Bank Line of Credit
73,497
72,925
Deferred Rent
5,455
5,455
Notes Payable
125,700
119,500
Rental Deposit
5,000
5,000
Total Current Liabilities
408,446
401,406
Other Liabilities
Note Payable
95,000
95,000
Deferred Investments (Note 2)
-
-
Shareholder Loans
64,500
64,500
Total Other Liabilities
159,500
159,500
Total Liabilities
567,946
560,906
Stockholders' Equity
Common Stock, $0.001 par value, authorized 100,000 shares;
Issued and outstanding:
125,438,500 as at June 30, 2012
125,438,500 as at September 30, 2012
125,439
125,439
Additional paid-in capital
1,969,688
1,969,688
Deficit
(2,009,439)
(1,981,884)
Total Stockholders' Equity
85,688
113,243
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
653,634
$
674,149
4
EXTREME GREEN TECHNOLOGIES INC.
CONSOLIDATED STATEMENT OF OPERATIONS
For the three months ended September 30, 2012 and 2011
For the three months ended
September 30,
2012
2011
Revenues
$
32,924
$
64,695
Cost of Sales exclusive of depreciation expense
6,346
32,980
Selling, General and Administrative Expenses
Advertising and Marketing
-
15,292
Occupancy Costs
17,046
18,216
Depreciation
25,465
25,465
Salaries and wages
4,153
20,107
Legal and professional fees
284
8,257
Other selling, general and administrative Expenses
6,613
11,522
53,561
98,859
Net Income before other income and expenses
(26,983)
(67,144)
Other Income and expenses
Other income
105
Interest expense
(572)
(1,349)
(572)
(1,244)
Net Income, at 100%
$
(27,555)
$
(68,388)
Basic and dilutive earnings per share
$
(0.00)
$
(0.00)
Weighted average number of shares outstanding
125,438,500
107,391,000
5
EXTREME GREEN TECHNOLOGIES INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For the period from February 28, 2008 to September 30, 2012
(Unaudited)
Additional
Common Stock
Paid-in
Accumulated
Shares
Amount
Capital
Deficit
Total
(Restated)
Balances Feb. 28, 2008, (Incorporation)
-
-
-
-
-
Common stock issued: cash
70,000,000
70,000
(67,500)
-
2,500
Common stock for services
4,130,000
4,130
3,960
-
8,090
Net. Loss for the period
-
-
-
(55,100)
(55,100)
Balances, June 30, 2008
74,130,000
74,130
(63,540)
(55,100)
(44,510)
Common stock issued: cash
5,260,500
5,261
32,314
-
37,575
Net loss for the year
-
-
-
(26,506)
(26,506)
Balances, June 30, 2009
79,390,500
79,391
(31,226)
(81,606)
(33,441)
Common stock for services
700,000
700
4,300
-
5,000
Restatement of equity per reorganization
-
-
1,563,135
(743,303)
819,832
Net loss for the year
-
-
-
(376,821)
(376,821)
Balances, June 30, 2010
80,090,500
80,091
1,536,209
(1,201,730)
414,570
Common stock issued pursuant to plan of reorganization
16,550,000
16,550
(16,550)
-
-
Adjustments per reorganization
-
-
220,827
-
220,827
Shares issued in exchange
4,658,000
4,658
(4,658)
-
-
Sale of stock for cash
1,140,000
1,140
55,860
-
57,000
Adjustments per reorganization
-
-
11,000
-
11,000
Shares issued in exchange
1,800,000
1,800
88,200
-
90,000
Net loss for the year
-
-
-
(498,071)
(498,071)
Balances, June 30, 2011
104,238,500
104,239
1,890,888
(1,699,801)
295,326
Capital stock issued in settlement of debt
10,000,000
10,000
-
-
10,000
Common stock for services
11,200,000
11,200
78,800
-
90,000
Net loss for the year
-
-
-
(282,083)
(282,083)
Balances, June 30, 2012
125,438,500
125,439
1,969,688
(1,981,884)
113,243
Net loss for the three months
-
-
-
(27,555)
(27,555)
Balances, Sep. 30, 2012
125,438,500
125,439
1,969,688
(2,009,439)
85,688
6
EXTREME GREEN TECHNOLOGIES INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the three months ended September 30, 2012 and 2011
2012
2011
Cash Flows from Operating Activities
Net Income after taxes
$
(27,555)
$
(68,388)
Adjustments to reconcile net loss to net cash used by operations:
Depreciation
25,465
25,465
Accrued interest
572
-
Change in operating assets and liabilities:
Accounts Receivable
(4,500)
(109)
Inventory
-
10,730
Accounts Payable and accrued expenses
267
18,559
Net Cash provided by Operating Activities
(5,751)
(13,743)
Cash Flows from Investing Activities
Proceeds (amortization) of deferred investments
-
15,000
Net Cash (used by) Investing Activities
-
15,000
Cash Flows from Financing Activities
Bank Line of Credit
(3,932)
Proceeds of loans
6,200
-
Net Cash (used by) Financing Activities
6,200
(3,932)
Net increase (decrease) in cash
449
(2,675)
Cash and cash equivalents , beginning of period
1,656
8,785
Cash and cash equivalents, en d of period
$
2,105
$
6,110
Supplemental disclosure of cash flow information
Income taxes paid
$
800
$
800
Interest paid
$
-
$
-
7
Extreme Green Technologies Inc.
(F.K.A. Book Merge Technologies Inc.)
Notes to Financial Statements
For the year ended
September 30, 2012
1. Organization and Nature of Operations
Presentation
On October 7, 2010 the Company, as Book Merge Technology, Inc, (BMT), entered into a plan of reorganization with a private company, Extreme Green Technologies Inc. (EGT). A reverse merger was effected on October 11, 2010, wherein BMT, was the surviving company and legal acquirer whereas EGT was the operating company. Accordingly, operations of the entity for the year ended June 30,2012 and 2011 are reported as those of the original EGT, the operating company. BMT subsequently changed its name to Extreme Green Technologies, Inc.
Organization
The Company F.K.A. Book Merge Technology, Inc. (BMT, the legal acquirer) was incorporated February 28, 2008 In the State of Nevada as Big West Environmental, Inc. The Company intended to enter into the sale and distribution of solar PV panels. The Company has devoted substantially all its efforts to business planning and development since inception. The Company has realized no revenue from it s planned business purpose. After evaluation of current opportunities, the Company entered into an agreement with Extreme Green Technologies, Inc. (EGT, the operating company) on October 7, 2010 to enter the bio fuel industry. Book Merge Technology, Inc. (BMT, the legal acquirer) changed its name to Extreme Green Technology Inc.
Extreme Green Technologies, Inc. (EGT, the operating company) was incorporated under the laws of the State of Nevada as Ryan Enterprises, Inc on December 23, 2003 for the purpose of developing, marketing and commercializing bio-diesel fuel, bio-diesel processors and related products. In January 2008 the name was changed to Extreme Green Technologies, Inc. (“EGT”). The Company has the relevant licenses for bio diesel production in California and is “doing business as “Extreme Biodiesel”.
Current Business of the Company
On January 1, 2008, the operating company, Extreme Green Technologies, Inc. (EGT), purchased an existing business, Extreme Biodiesel, which had, since 2004, been manufacturing home biodiesel processors. In February, 2008 EGT moved to an 11,400 square foot building at 1560 Maple Street, Corona, California to set up a licensed bio diesel refinery and factory for refining diesel oil and manufacturing bio diesel processors. A spike in fuel prices in 2008 created a demand for EGT’s processors that propelled processor sales in that year to $885,825. The refinery at the outset was able to produce 2,000 gallons per day and is being expanded.
On October 7, 2010 EGT entered into a Plan of Reorganization with BookMerge Technology Inc. (BMT) for a stock swap (2 EGT for 1 BMT), resulting in Book Merge (BMT) acquiring a 51% controlling interest in EGT on October 11, 2010. Stock swaps continued until BMT acquired 100% by March 31, 2011. The effect was a reverse merger, wherein BookMerge, is the surviving company and legal acquirer whereas EGT, (the operating company), is the accounting acquirer. Operations of the entity are reported as those of EGT. EGT became a subsidiary of BookMerge. BookMerge subsequently changed its name to Extreme Green Technologies, Inc. on August 12, 2011.
8
2. Summary of Significant Accounting Policies
Unaudited Interim Financial Statements
The accompanying unaudited financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities Exchange commission (the “SEC”) as applicable to smaller reporting companies, and generally accepted accounting principles for interim accounting reporting. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally presented in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to such rules and regulations. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and footnotes included in the Company’s Annual Report on Form 10K. The results of the three month period ended September 30, 2012 are not necessarily indicative of the results to be expected for the full year ending June 30, 2013.
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 certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Significant estimates made by management are, among others, realizability of long-lived assets, deferred taxes and stock option valuation.
Cash and equivalents
Cash and equivalents include investments with initial maturities of three months or less.
Fair Value of Financial Instruments
The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. FASB ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:
-
Level 1: Quoted prices in active markets for identical assets or liabilities
-
Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
-
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The Company has classified its assets and liabilities into these levels depending upon the data relied upon to determine the fair values. The following fair value hierarchy table represents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2012 and 2011.
9
September 30, 2012
Quoted Prices
Significant
in Active
Other
Significant
Markets for
Observable
Unobservable
Balance as of
Identical Assets
Inputs
Inputs
December31,
(Level 1)
(Level 2)
(Level 3)
2009
Assets
Note Receivable
$ 40,000
$ -
$ -
$ 40,000
Deposits
18,036
-
-
18,036
$ 58,036
$ -
$ -
$ 58,036
Liabilities
Bank Line of Credit
$ -
$ 72,925
$ -
$ 72,925
Notes Payable
-
125,700
-
125,700
Note Payable
-
95,000
-
95,000
Stockholder Loans
-
64,500
-
64,500
$ -
$ 358,125
$ -
$ 358,125
September 30, 2011
Quoted Prices
Significant
in Active
Other
Significant
Markets for
Observable
Unobservable
Balance as of
Identical Assets
Inputs
Inputs
December31,
(Level 1)
(Level 2)
(Level 3)
2009
Assets
Note Receivable
$ 40,000
$ -
$ -
$ 40,000
Deposits
18,036
-
-
18,036
$ 58,036
$ -
$ -
$ 58,036
Liabilities
Bank Line of Credit
$ 70,398
$ -
$ -
$ 70,398
Note Payable
95,000
-
-
95,000
Deferred Investments
-
109,000
-
109,000
Stockholder Loans
-
64,500
-
64,500
$ 165,398
$ 173,500
$ -
$ 388,898
Income Taxes
The Company utilizes FASB ACS 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.
The Company generated a deferred tax credit through net operating loss carryforward. However, a valuation allowance of 100% has been established
Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.
10
Stock-based Compensation
(FASB) ASC Topic 718, Stock Compensation (formerly FASB Statement 123R) requires generally that all equity awards granted to employees be accounted for at grant-date “fair value”. Fair value is equal to the underlying value of the stock for “full value” awards such as restricted stock and performance shares, and estimated using an option pricing model with traditional inputs for “appreciation” awards such as stock options and stock appreciation rights. There are special provisions for nonpublic companies that are intended to ease compliance with accounting for stock compensation.
The Company was not trading as at September 30, 2012 and there is no public market for its stock. Stock value based on book value or discounted net asset value is not considered reliable. The Company will therefore adopt the most reliable indication of stock value: quantum meruit, i.e. the value of assets purchased and services rendered, based on cost, industry average rates and services contribution.
Recent Accounting Pronouncements
On June 2011, the FASB issued ASU No. 2011-05, "Presentation of Comprehensive Income." This update was amended in December 2011 by ASU No. 2011-12, "Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05." This update defers only those changes in update 2011-05 that relate to the presentation of reclassification adjustments. All other requirements in update 2011-05 are not affected by this update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. ASU No. 2011-05 and 2011-12 are effective for fiscal years (including interim periods) beginning after December 15, 2011. The Company does not expect this guidance to have a significant impact on its consolidated financial position, results of operations or cash flows.
In December 2011, the FASB issued ASU No. 2011-11, "Disclosures about Offsetting Assets and Liabilities." The amendments in this update require enhanced disclosures around financial instruments and derivative instruments that are either (1) offset in accordance with either ASC 210-20-45 or ASC 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either ASC 210-20-45 or ASC 815-10-45. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The amendments are effective during interim and annual periods beginning on or after January 1, 2013. The Company does not expect this guidance to have any impact on its consolidated financial position, results of operations or cash flows.
The Company has reviewed issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position.
Going Concern
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. There was limited sales activity the year ended June 30, 2012 and the three months ended September 30, 2012. The company experienced a loss of $282,083 in the year ended June 30, 2012, (2011: $498,071) and $27,555 in the three months ended September 30, 2012, (2011: 68,388). The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish its plans to generate bio-diesel revenue from an expanded refinery. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classifications or liabilities or other adjustments that might be necessary should the Company be unable to continue as a going concern.
Basic and Diluted Net Loss Per Share
Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilative convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.
11
The Company has potentially dilutive securities outstanding as of March 31, 2012 in the form of convertible debt. However the conversion would be anti dilutive, since the Company is in a loss position, and was therefore not considered in the calculation of earnings per share.
The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share computations for the three months ended September 30, 2012 and 2011:
Numerato r:
2012
2011
Basic and diluted net loss per share:
Net Loss
$
(27,555)
$
(68,388)
Denominator
Basic and diluted weighted average number of shares outstanding
125,438,500
107,391,000
Basic and Diluted Net Loss Per Share
$
(0.00)
$
(0.01)
Notes Receivable
2012
2011
$
40,000
$
40,000
An advance of $40,000 on March 18, 2009 to Superior Service Recycling was made in a preliminary agreement to purchase Superior’s business. This business provides EGT with used vegetable oil for bio-diesel production. It is owned by Scott Brown, a stockholder and Technical Director of EGT. The Board of Directors has stated the intention of completing the transaction. The advance carries no interest or terms of repayment. The expiration the agreement to purchase Superior's business is December 31, 2012. In the event that Superior is not purchased, the note will become due and payable January 1, 2013. There is no collateral underlying the note receivable.
Property, Plant and Equipment
September 30,
2012
2011
Refinery
$
857,025
$
857,025
Leasehold Improvements
31,885
31,885
Vehicles
52,935
52,935
Furniture and fixtures
3,422
3,422
945,267
945,267
Accumulated depreciation
(380,318)
(278,460)
Property, plant and equipment, net
$
564,949
$
666,807
Depreciation, 3 months Sep. 30,2012
$
25,465
$
25,465
(Included in Other General and Administrative Expenses on the Statement of Operations).
Property plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method with useful lives used in computing depreciation ranging from 6 to 10 years. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Expenditures for maintenance and repairs are charged to operations as incurred; additions, renewals and betterments are capitalized.
12
Notes Payable (Current Liability)
September 30,
2012
2011
a. Note Payable: Hayden
$
116,000
$
109,000
b. Note Payable: Bonnet
9,700
0
$
125,700
$
109,000
a.
Note Payable: Hayden
On February 25, 2010 the Company signed an investment agreement with two individuals, Steve Hayden III and Steve Hayden IV. The Company issued an irrevocable promissory note for $100,000 for which an initial deposit was received and subsequent payments of $75,000, which were completed June 9, 2010. Further advances of $26,000 were made. The note bears zero percent interest and was to mature March 19, 2011. In the event of default the note is convertible into common stock at par value at the option of the lenders.
The note was defaulted upon March 19, 2011. The lenders exercised the option to convert $10,000 of the debt to common stock at par value on September 1, 2011. The note is classified as a current liability.
The investment agreement specified that the lenders were to receive 24% of Net Profit over 24 months beginning June 30, 2010, typed as royalty. Net Profit was defined as fuel sales less oil, delivery and processing costs, and taxes. The minimum return was specified as $200,000. No royalty payments became payable under the agreement. The agreement was cancelled by mutual consent on April 1, 2012, eliminating the royalty. The conversion feature of the promissory note was not altered.
b.
Note Payable: Bonnet
A $3,500 cash loan was received from an individual, Don Bonnet, on June 20, 2012 at zero percent interest for working capital. Further advances totalling $6,200 were made in the three months ended September 30, 2012, raising the total to $9,700. The terms were not specified. The loan is assumed callable and classified as a current liability.
Bank Line of Credit
September 30,
2012
2011
$
73,497
$
70,398
The line of credit is funded by Bank of the West, carries interest currently at 3.25% and is payable upon demand. The interest rate is variable based on Bank of the West prime rate.
Note Payable
September 30,
2012
2011
$
95,000
$
95,000
On November 11, 2009 the Company entered into a stock purchase agreement with Envirotek, wherein Envirotek was to acquire 51% of EGT stock, and was to loan EGT $250,000 in stages. In November 2009 Envirotek advanced EGT $65,000 and a further 30,000 from January 28 to March 3 rd 2010 under promissory notes. The $65,000 note carries no interest, requires no payments and matures January 20, 2013. On April 26, 2010 The Board of Directors rescinded the agreement with Envirotek Inc. This effectively ended the business relationship between the two companies. Envirotek subsequently ceased operations. The advances were classified as a non current liability pending renewed communication with Envirotek.
13
Stockholder Loans
September 30,
2012
2011
Robert Neuberger
$
50,000
$
50,000
Joseph Spadafore
8,500
8,500
Ryan Spadafore
6,000
6,000
$
64,500
$
64,500
Stockholder loans carry no interest, have no terms of repayment, and are non callable.
Repayment is discretionary. Robert Neuberger and Joseph Spadafore are officers of the Company.
3.
Provision for Income Tax
No provision was made for federal income tax for the three months ended September 30, 2012, since the Company had significant net operating loss. The provision for income taxes consists of the state minimum tax imposed on corporations.
The net operating loss carryforward for federal and state income tax purposes as of September 30, is approximately $ 1,507,000 The net operating losses will expire in 2027 through 2032 unless utilized beforehand.
The availability of the Company’s net operating loss carryforwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company’s stock.
The Company has recorded a 100% valuation allowance for the deferred tax asset since it is “more-likely- than-not” that the deferred tax assets will not be realized.
The components of the net deferred tax asset are summarized below:
September 30,
2012
2011
Tax expense (credit) at statutory rate-federal
-34%
-34%
State tax expense net of federal tax
-6%
-6%
Changes in valuation allowance
40%
40%
Tax expense at actual rate
-%
-%
September 30,
2012
2011
Deferred tax asset – (from net operating loss)
$
573,700
$
501,300
Less valuation allowance
(573,700)
(501,300)
Net deferred tax asset
$
0
$
0
Increase in allowance in the 3 months ended September 30, 2012
$
8,300
4.
Sub Lease
On December 31, 2011 the Company leased up to 50% of its premises for storage and parking at $5,000 per month to a company engaged in the business of collecting waste vegetable oil used in diesel manufacture.
5.
Related Party Transactions
On September 1, 2012 the Company converted $10,000 of a stockholder’s debt to stock by the issue of 10,000,000 shares of common stock in accordance with the financial instrument.
On September 21, 2012 the Company issued 2,200,000 shares to two officers of the Company, Joseph Spadafore and Richard Carter, for unpaid salary.
14
6.
Capital Structure
Common Stock
There were no stock transactions in the three months ended September 30, 2012.
As at September 30, 2012 the Company was authorized to issue 200,000,000 common shares, of which 125,438,500 were issued and outstanding.
7.
Commitments and Contingencies
The Company entered into a three year lease for an office and manufacturing building in Corona, California on February 15, 2008 at the rate of $8,050 per month. The lease was extended for a further five years at the rate of $6,000 per month. Future lease commitments over the life of the lease are:
Fiscal year ended June 30:
2013
$
72,000
2014
72,000
2015
72,000
2016
42,000
$
267,000
8.
Legal Proceedings
There were no legal proceedings against the Company with respect to matters arising in the ordinary course of business. Neither the Company nor any of its officers or directors is involved in any other litigation or is involved either as plaintiffs or defendants, and have no knowledge of any threatened or pending litigation against them or any of the officers or directors
9.
Subsequent Events
Events subsequent to September 30, 2012 have been evaluated through November 17, 2012, the date these statements were available to be issued, to determine whether they should be disclosed to keep the financial statements from being misleading.
On October 5, 2012 the Company issued 12,000,000 shares of common stock in conversion of $12,000 of debt.
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-Q which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); finding suitable merger or acquisition candidates; expansion and growth of the Company's business and operations; and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.
These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates," "expects," "estimates," "plans," "may," "will," or similar terms. These statements appear in a number of places in this Filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results of operations for its limited history; (ii) the Company's business and growth strategies; and, (iii) the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company's limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition.
Consequently, all of the forward-looking statements made in this Form 10-QSB are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.
GENERAL DESCRIPTION OF BUSINESS
Extreme Biodiesel, Inc. operation is to develop, market and commercialize bulk bio-diesel fuel, home bio-diesel processors and increase capacity of the related waste vegetable oil and brown grease inceptor/grease trap cleaning and collection areas of Extreme Biodiesel. Extreme's mission is to create awareness and provide a cost-effective, high-quality alternative diesel fuel, create "green" jobs, reduce the environmental impact of fossil fuels and diminish US reliance on foreign oil.
Extreme Biodiesel was formed on October 19, 2007 as a Nevada corporation qualified to do business in California. Extreme Biodiesel was formed to develop market and commercialize bulk bio-diesel fuel, personal biodiesel processors and related products.
Extreme Biodiesel’s mission is to satisfy the biodiesel demand and eliminate US reliance on foreign oil, reduce the environmental impact of fossil fuels, avoid petroleum price volatility, create “green” jobs, reduce transportation costs for goods, and help create a self-sustaining fuel system in the USA.
Extreme Biodiesel currently has an existing fully licensed and permitted bio-diesel production facility in Corona, CA capable of producing up to 4,000 gallons and is plant is expandable to 20,000 gallons per day of bio-diesel fuel from virgin and waste vegetable oil. Extreme Biodiesel has completed IRS Fuel Tax registration requirements for fuel tax credits and rebates, obtained the difficult State of California Developmental Fuel Variance License, State of California Board of Equalization excise tax registration, State of California Department of Food and Agriculture Rendering and Transportation licenses along with city permitting and licensing for the large refinery and home processor sales. Final EPA RFS II registration for ASTM Certification is pending. The company currently employs five employees and two independent contractors.
16
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The Company has a limited operating history upon which an evaluation of the Company, its current business and its prospects can be based. The Company's prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. Such risks include inadequate funding the company's inability to anticipate and adapt to a developing market, the failure of the company's infrastructure, changes in laws that adversely affect the company's business, the ability of the Company to manage its operations, including the amount and timing of capital expenditures and other costs relating to the expansion of the company's operations, the introduction and development of different or more extensive communities by direct and indirect competitors of the Company, including those with greater financial, technical and marketing resources, the inability of the Company to attract, retain and motivate qualified personnel and general economic conditions.
The Company expects that its operating expenses will increase significantly, especially as it implements its business plan. To the extent that increases in its operating expenses precede or are not followed by commensurate increases in revenues, or that the Company is unable to adjust operating expense levels accordingly, the Company's business, results of operations and financial condition would be materially and adversely affected. There can be no assurances that the Company can achieve or sustain profitability or that the Company's operating losses will not increase in the future.
RESULTS OF OPERATIONS
The Company has achieved no significant revenue or profits to date, and the Company anticipates that it will continue to incur net losses for the foreseeable future. The Company incurred a net loss of approximately $27,555 for the three months ended September 30, 2012, compared with a net loss of $68,388 for the three months ended September 30, 2011.
LIQUIDITY AND CAPITAL RESOURCES
Since its inception the Company has had limited operating capital, and has relied heavily on debt and equity financing.
The financial statements as of and for the period ended on June 30, 2012 expressed their substantial doubt as to the Company's ability to continue as a going concern. Without additional capital, it is unlikely that the Company can continue as a going concern. The Company plans to raise operating capital via debt and equity offerings. However, there are no assurances that such offerings will be successful or sufficient to fund the operations of the Company. In the event the offerings are insufficient, the Company has not formulated a plan to continue as a going concern. Moreover, if such offerings are successful, they may result in substantial dilution to the existing shareholders.
CRITICAL ACCOUNTING POLICIES
In Financial Reporting release No. 60, "CAUTIONARY ADVICE REGARDING DISCLOSURE ABOUT CRITICAL ACCOUNTING POLICIES" ("FRR 60"), the Securities and Exchange Commission suggested that companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, our most critical accounting policies include: non-cash compensation valuation that affects the total expenses reported in the current period and the valuation of shares and underlying mineral rights acquired with shares. The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results we report in our financial statements.
17
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is not exposed to market risk related to interest rates or foreign currencies.
CONTROLS AND PROCEDURES
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.
As of September 30, 2012 we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer and our chief financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our President and Chief Financial Officer concluded that our disclosure controls and procedures were effective for our corporate reporting as of the end of the period covered by this Quarterly Report. Accounting professionals have been added to address the weaknesses addressed in the Dec. 31, 2010 Form 10Q.
CHANGES IN INTERNAL CONTROLS.
There was no change in our internal controls or in other factors that could affect these controls during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings.
ITEM 1A. RISK FACTORS
There are no material changes in the risk factors set forth in the Company’s Form10K filed October 15, 2012.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
18
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following documents are included or incorporated by reference as exhibits to this report:
Exhibit Number
Description
31.1
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) REPORTS ON FORM 8-K
None.
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. Date: November 19, 2012
Extreme Biodiesel, Inc.
Registrant
By: /s/ Richard Carter
Richard Carter
Chairman of the Board
Chief Executive Officer
19
CERTIFICATION
I, Richard Carter, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Extreme Biodiesel, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 19, 2012
/s/ Richard Carter
Richard Carter
Chief Executive Officer
(Principal Executive Officer)
Exhibit 31.2
CERTIFICATION
I, Richard Carter, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Extreme Biodiesel, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d) - 15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 19, 2012
/s/ Richard Carter
Richard Carter
Chief Financial Officer
(Principal Financial Officer)
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge, the Quarterly Report on Form 10-Q for the period ended September 30, 2012 of Extreme Biodiesel, Inc. (the “Company”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in such periodic report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in such report.
Very truly yours,
/s/ Richard Carter
Richard Carter
Chief Executive Officer
/s/ Richard Carter
Richard Carter
Chief Financial Officer
Dated: November 19, 2012
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Extreme Biodiesel, Inc. and will be furnished to the Securities and Exchange Commission or its staff upon request.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) October 22, 2012
Extreme Biodiesel, Inc.
(Exact Name of Registrant as Specified in Its Charter)
BookMerge Technologies, Inc.
(Former Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
333-152837
36-4627722
(Commission File Number)
(IRS Employer Identification No.)
1560 N. Maple Street, Corona CA
92880
(Address of Principal Executive Offices)
(Zip Code)
951-734-5344
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
. Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
. Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
. Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
. Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 22, 2012, the Articles of Incorporation of the registrant were amended to change the name of the registrant to Extreme Biodiesel, Inc. A majority of the outstanding shares voted in favor of such amendment.
Exhibits
No.
Exhibits
3
Amendment of Articles
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 25, 2012
By: /s/ Joseph Spadafore
Name: Joseph Spadafore
Title: Secretary
EXHIBIT INDEX
No.
Exhibits
3
Amendment of Articles
Exhibit 3
New 10 k filled yesterday
BRKM - small trade but getting large bid support from what I can.
BRKM -
http://www.otcmarkets.com/stock/BRKM/company-info
Low floater here
Extreme Biodiesel to Produce Biodiesel from Algae Feedstock
CORONA, Calif., Jan. 25, 2012 /PRNewswire/ -- BookMerge Technology, Inc (OTCBB: BRKM), through its wholly owned subsidiary, Extreme Biodiesel, has been named the major Biodiesel Manufacturer to produce Algae feedstock Biodiesel (A100) for SunEco systems By CEO Dan Gautschi. SunEco is currently finalizing the "million mile test"with J.B. Hunt Trucking with fuel produced by Extreme Biodiesel that was initially announced by JB Hunt CEO in 2010.
"Extreme Biodiesel has had a strong relationship with SunEco for over three years and we are extremely pleased that the testing has exceeded everyone's expectations. The companies are already making plans for the next step to bring JB Hunt a consistent flow of Algae Biodiesel to fuel its trucking company. We expect to be the first companies to have mass quantities of A10a available to trucking companies and the general public," says Richard Carter, CEO.
The original "Million Mile Test"may be found at:
http://news.prnewswire.com/ViewContent.aspx?ACCT=109&STORY=/www/story/07-29-2009/00
http://algaehub.com/tag/suneco-energy/
About BookMerge Technology, Inc.
BookMerge Technology is an alternative fuel and recycling company. The company's mission is to provide a costeffective, high quality alternative diesel fuel, create Green Jobs, reduce the environmental impact of fossil fuels and diminish U.S. reliance on foreign oil. BookMerge Technology acquired Extreme Green Technologies, dba Extreme Biodiesel to fulfill that mission. Extreme biodiesel is a fully licensed and permitted Biodiesel producer operating in Corona, Ca. Our facility has been operating since Jan 2008, producing biodiesel fuel, manufacturing personal biodiesel processors and the recently added restaurant brown grease recycling service.
CONTACT:
BookMerge Technology, Inc
Rick Carter
CEO
951-734-5344
info@extremebiodiesel.com
Safe Harbor Statement:This release includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as BRKM or its management "believes," "expects," "anticipates," "foresees," "forecasts," "estimates" or other words or phrases of similar import. Similarly, statements herein that describe the Company's business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements.
SOURCE BookMerge Technology, Inc.
Just saying Good Morning
GM extreme biodiesel
Hi Shelly, this seems to be the only place I can post. Can you please explain that law or code you sent me? Section 17 I believe it was?
Extreme wouldn't have filed for the RIN credit if they didn't have ASTM certified fuel.
Extreme BioDiesel Announces New Product From Waste
CORONA, Calif., Jan. 5, 2012 /PRNewswire/ — BookMerge Technology, Inc (OTCBB: BRKM), a leading pioneer in the alternative fuel industry targeting the multi-billion dollar diesel fuel market; announced today that it has launched a new product line generated from the waste from Extreme BioDiesel product line.
Extreme BioDiesel has developed a new, more profitable use for its waste product, raw glycerin. The new product has already been tested and utilized in the loading, transportation and delivery of concrete and asphalt construction products. The new glycerin product has demonstrated that is a better lubrication of concrete and asphalt forms for finished landscape products and roads.
“We are again happy to continue our research and produce a new product that provides a new customer base with a better product that saves them money, creates another profit center for ourselves and promotes a green alternative to existing product,” say Richard Carter, CEO. Contract negotiations are ongoing with existing companies for the wide distribution of the product.
About BookMerge Technology, Inc.
BookMerge Technology is an alternative fuel and recycling company. The company’s mission is to provide a cost effective, high quality alternative diesel fuel, create Green Jobs, reduce the environmental impact of fossil fuels and diminish U.S. reliance on foreign oil. BookMerge Technology acquired Extreme Green Technologies, dba Extreme Biodiesel to fulfill that mission. Extreme Biodiesel is a fully licensed and permitted Biodiesel producer operating in Corona, Ca. Our facility has been operating since Jan 2008, producing biodiesel fuel, manufacturing personal biodiesel processors and the recently added restaurant brown grease recycling service.
CONTACT: BookMerge Technology, Inc
Rick Carter CEO
951-734-5344
info@extremebiodiesel.com
Safe Harbor Statement: This release includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as BRKM or its management “believes,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. Similarly, statements herein that describe the Company’s business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements.
TI's are starting to move in the right direction
http://www.barchart.com/opinions/stocks/BRKM
BRKM starting out the new year early with an updated website! Gonna be a green year!!
Hit .02 today - looking stronger all the time
And under 14,000,000 in the float
We've seen some good action these last couple of days. Keep it up BRKM!
Fuel prices on the rise again but extreme stays at $3.79 a gallon.
Name Change for BRKM
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8171664
Strong action today -
Extreme Biodiesel Announces Nationwide Waste Virgin Oil Collection Contract for Production of High Grade Bio-Diesel Fuel
CORONA, CA, Sep 28, 2011 (MARKETWIRE via COMTEX) -- Book Merge Technology, Inc. (OTCBB: BRKM) (OTCQB: BRKM), through its wholly owned subsidiary, Extreme Bio-diesel, has been selected by a New York warehousing company to be its exclusive vendor to acquire all expired virgin oils from all regional warehouse facilities in Southern California. Extreme Biodiesel has already collected several shipments accounting for more than 4,000 gallons of virgin expired oil at an extremely discounted price to the virgin oil market.
Extreme Biodiesel is using the virgin oil to blend with its own waste oil collections to substantially reduce the cost of chemicals, labor and filtration in producing its high-quality biodiesel, which has been recently recertified by the IRS and credible third party testing.
CEO Richard Carter adds, "We look forward to expanding our relationship with the New York warehouse company to all of their facilities throughout the US. We will be growing with them starting in the Southern California region. We are very pleased that we were able to offer our client an excellent service and, more importantly, create substantial value for them by adding a stream of income they would have not otherwise realized. We are also working for a direct relationship with the food grade oil companies to handle all of their expired and waste oil needs, outside the warehouse facilities. This is a great opportunity to reduce our costs of production, increase cash flow and achieve higher profitability sooner."
Safe Harbor Statement: This release includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as BRKM or its management "believes," "expects," "anticipates," "foresees," "forecasts," "estimates" or other words or phrases of similar import. Similarly, statements herein that describe the Company's business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements.
All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements.
Rick Carter
Extreme Bio-Diesel
1560 N. Maple St.
Corona, CA 92880
Tel: 951.734.5344
Fax: 951.734.5357
www.ExtremeBiodiesel.com
No sub pennies here truthabout. Everything looks strong IMO. Lots of support here. Go brkm!!
I think BRKM hit a bottom and is now on the bounce back upward imo! Keep stacking these small ones
Extreme Biodiesel Hires New Employees
CORONA, Calif., July 29, 2011 (GLOBE NEWSWIRE) -- BookMerge Technology, Inc. (Pink Sheets:BRKM), through its wholly owned subsidiary, Extreme Biodiesel has hired two new employees. The first is a 16 year veteran Class A driver in charge the Tractor-trailer, Grease Trap and Oil Collection trucks, including scheduling, collection and supervisory rolls. The second employee is experienced in mechanical processing and will assist in running the refinery and assembly of the personal processors.
CEO Richard Carter, expressed, "We are extremely excited to be helping the economy, providing new jobs and providing security to those that have been harmed by this economy. We look forward to adding additional jobs as we increase production capacity and processor sales while fuel prices begin to spike towards $5.00/gallon."
About BookMerge Technology, Inc. (Pink Sheets:BRKM)
BookMerge Technology is an alternative fuel and recycling company. The company's mission is to provide a cost effective, high quality alternative diesel fuel, create Green Jobs, reduce the environmental impact of fossil fuels and diminish U.S. reliance on foreign oil. BookMerge Technology acquired Extreme Green Technologies, dba Extreme Biodiesel to fulfill that mission. Extreme Biodiesel is a fully licensed and permitted Biodiesel producer operating in Corona, Ca. Our facility has been operating since Jan 2008, producing biodiesel fuel, manufacturing personal biodiesel processors and the recently added restaurant brown grease recycling service.
Safe Harbor Statement
This press release may contain certain forward-looking statements within the meaning of sections 27A & 21E of the amended Securities and Exchange Acts of 1933-34, which are intended to be covered by the safe-harbors created thereby. Although the company believes that the assumptions underlying the forward-looking statements contained herein are reasonable there can be no assurance that these statements included in this press release will prove accurate.
This information was brought to you by Cision http://www.cisionwire.com
http://www.cisionwire.com/bookmerge-technology/r/extreme-biodiesel-hires-new-employees,c9147796
CONTACT: BookMerge Technology, Inc.
Rick Carter
CEO
951-734-5344
info@extremebiodiesel.com
Extreme Biodiesel Hires New Employees
CORONA, Calif., July 29, 2011 (GLOBE NEWSWIRE) -- BookMerge Technology, Inc. (Pink Sheets:BRKM), through its wholly owned subsidiary, Extreme Biodiesel has hired two new employees. The first is a 16 year veteran Class A driver in charge the Tractor-trailer, Grease Trap and Oil Collection trucks, including scheduling, collection and supervisory rolls. The second employee is experienced in mechanical processing and will assist in running the refinery and assembly of the personal processors.
CEO Richard Carter, expressed, "We are extremely excited to be helping the economy, providing new jobs and providing security to those that have been harmed by this economy. We look forward to adding additional jobs as we increase production capacity and processor sales while fuel prices begin to spike towards $5.00/gallon."
About BookMerge Technology, Inc. (Pink Sheets:BRKM)
BookMerge Technology is an alternative fuel and recycling company. The company's mission is to provide a cost effective, high quality alternative diesel fuel, create Green Jobs, reduce the environmental impact of fossil fuels and diminish U.S. reliance on foreign oil. BookMerge Technology acquired Extreme Green Technologies, dba Extreme Biodiesel to fulfill that mission. Extreme Biodiesel is a fully licensed and permitted Biodiesel producer operating in Corona, Ca. Our facility has been operating since Jan 2008, producing biodiesel fuel, manufacturing personal biodiesel processors and the recently added restaurant brown grease recycling service.
Safe Harbor Statement
This press release may contain certain forward-looking statements within the meaning of sections 27A & 21E of the amended Securities and Exchange Acts of 1933-34, which are intended to be covered by the safe-harbors created thereby. Although the company believes that the assumptions underlying the forward-looking statements contained herein are reasonable there can be no assurance that these statements included in this press release will prove accurate.
This information was brought to you by Cision http://www.cisionwire.com
http://www.cisionwire.com/bookmerge-technology/r/extreme-biodiesel-hires-new-employees,c9147796
CONTACT: BookMerge Technology, Inc.
Rick Carter
CEO
951-734-5344
info@extremebiodiesel.com
Looking strong this AM
BRKM - Moving
BRKM - setting up here imo
BRKM - Looks like it's moving imo
Extreme Biodiesel Receives Approval for Renewable Fuel Standard II (RIN) Credit
CORONA, CALIFORNIA--(Marketwire - July 19, 2011) - BookMerge Technology, Inc. (OTCBB:BRKM), through its wholly owned subsidiary Extreme Biodiesel, is proud to announce that the company`s biodiesel has been approved for the RIN credit. Carbon Solutions Group has agreed to sponsor Extreme Biodiesel for the EPA Renewable Fuel Standard II (RIN) and California Low Carbon Standard (LCFS) registrations. This agreement also include procedures for creating, tracking, auditing and separating RINS and LCFS credits that are sold in the market for $1.86 per RIN and $0.10 LCFS per gallon of biodiesel produced and sold to end users, creating additional cash flow and potential profitability to Extreme Biodiesel. The parties have also agreed for Extreme to produce 125,000 gallons of biodiesel for CSG at a discounted rate.
Extreme Biodiesel CEO, Rick Carter commented "We are extremely pleased to have been approved for the RIN credit. This is a significant milestone for the company and will benefit the bottom line. Carbon Solutions Group is a strong partner and we look forward to a prosperous relationship."
About RIN
RIN is short for Renewable Identification Number and is a renewable fuel credit. A RIN credit is a serial number assigned to each gallon of renewable fuel as it is introduced into U.S. commerce. RIN credits were created by the Environmental Protection Agency (EPA) as part of the Renewable Fuel Standard (RFS) to track our nations progress toward reaching the energy independence goals established by the U.S. Congress. RIN credits are the currency used by obligated parties to certify compliance they are meeting mandated renewable fuel volumes. All gasoline produced for U.S. consumption must contain either adequate renewable fuel in the blend or the equivalent in RIN credits.
Investors are encouraged to visit our IR Hub at http://agoracom.com/ir/ExtremeBiodiesel where they can post questions and receive answers within the same day, review questions and answers posted by other investors, speak with fellow shareholders in a monitored environment and stay current on the development of our company.
About BookMerge Technology, Inc. (OTCBB:BRKM)
BookMerge Technology is an alternative fuel and recycling company. The company's mission is to provide a cost effective, high quality alternative diesel fuel, create Green Jobs, reduce the environmental impact of fossil fuels and diminish U.S. reliance on foreign oil. BookMerge Technology acquired Extreme Green Technologies, dba Extreme Biodiesel to fulfill that mission. Extreme Biodiesel is a fully licensed and permitted Biodiesel producer operating in Corona, Ca. Our facility has been operating since Jan 2008, producing biodiesel fuel, manufacturing personal biodiesel processors and the recently added restaurant brown grease recycling service.
Safe harbor Statement
This press release may contain certain forward-looking statements within the meaning of sections 27A & 21E of the amended Securities and Exchange Acts of 1933-34, which are intended to be covered by the safe-harbors created thereby. Although the company believes that the assumptions underlying the forward-looking statements contained herein are reasonable there can be no assurance that these statements included in this press release will prove accurate.
BRKM
This is something to look at here - way undervalued imo:
CORONA, CALIFORNIA, Jun 20, 2011 (MARKETWIRE via COMTEX) -- BookMerge Technology, Inc. (OTCBB: BRKM), through its wholly owned subsidiary Extreme Biodiesel, would like to issue a correction from source. The news release earlier this morning indicated that Extreme Biodiesel's quarterly revenue increased four fold. The release should have indicated an increase of 840% compared to the same period of 2010. Revenue for the first three months of 2011 ending March 31st was $171,121 versus $18,201 for the same period of 2010.
Not only is this huge news to begin with but before that they've applied for their RIN credit which gives them even a larger profit margin. Following this June 6th PR we should be seeing something soon on the negotiations/approval for this RIN Credit
CORONA, CALIFORNIA, Jun 06, 2011 (MARKETWIRE via COMTEX) -- BookMerge Technology, Inc. (OTCBB: BRKM), through its wholly owned subsidiary, Extreme Biodiesel, is in contract negations with Carbon Solutions Group to sponsor Extreme Biodiesel for the EPA Renewable Fuel Standard II (RIN) and California Low Carbon Standard (LCFS) registrations. The negotiations also include procedures for creating, tracking, auditing and separating RINS and LCFS credits that are sold in the market for $1.86 per RIN and $0.10 LCFS (4/21/11) per gallon of biodiesel produced and sold to end users, creating additional cash flow and potential profitability to Extreme Biodiesel. The parties are also negotiating the specifics of a tolling agreement for Extreme to produce 125,000 gallons of biodiesel for CSG at a discounted rate.
On top of everything we have a very low float here ihub users:
Share Structure
Market Value1 $9,373,365 a/o Jul 13, 2011
Shares Outstanding 98,667,000 a/o Feb 11, 2011
Float 13,373,000 a/o Dec 01, 2010
Authorized Shares 200,000,000 a/o Dec 01, 2010
www.otcmarkets.com/stock/BRKM/company-info
BRKM
Solid back round, great financials this year - little slow today. Do some DD imo
BookMerge Technology is an alternative fuel and recycling company. Our mission is to provide a cost-effective, high-quality alternative diesel fuel, create "green" jobs, reduce the environmental impact of fossil fuels and diminish US reliance on foreign oil. On November 29, 2010 BookMerge aquired ExtremeGreen Technologies, Inc. dba Extreme Biodiesel to fulfill that mission. Extreme Biodiesel is a fully licensed and permitted Biodiesel producer operating in Corona, CA. Our facility has been an operating since January 2008, producing Biodiesel fuel (diesel fuel made from waste vegetable we collect), manufacturing personal biodiesel processors, and the recently added restaurant brown grease recycling service.
Share Structure
Market Value $9,373,365 a/o Jul 13, 2011
Shares Outstanding 98,667,000 a/o Feb 11, 2011
Float 13,373,000 a/o Dec 01, 2010
Authorized Shares 200,000,000 a/o Dec 01, 2010
BRKM ~~ Extreme BioDiesel featured on:
http://www.dieselpowermag.com/index.html
Open up the home page and extreme's link is on the top left hand corner!! I saw the article in the magazine the other day and it's for the home units to make BioDiesel. Also take a look at the video if you already haven't. David does a great job going through the basics on these units.