Some ECGI facts.... GLTU
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. On February 28, 2023, the Company’s cash balance was $783. The Company’s cash balance at August 31, 2022 was $15,016. The Company maintains cash balances at financial institutions insured up to $250,000 thousand by the Federal Deposit Insurance Corporation.
Employees: 1 as of 11/01/2022
Going Concern
These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of February 28, 2023, the Company had assets totaling $4,549,764, liabilities totaling $8,584,038 and a working capital deficit of $7,753,773. The Company does not have a history of generating revenue and has an accumulated deficit of $11,324,039 as of February 28, 2023. The continuation of the Company as a going concern is dependent upon (i) its ability to identify future investment opportunities, (ii) its ability to obtain any necessary debt and/or equity financing, and (iii) its ability to generate profits from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Reverse Stock Split
On August 15, 2019, the Company effected a one for twenty (1 for 20) reverse stock split, whereby each stockholder of record received one (1) share of the Company’s common stock for every twenty (20) shares held. Immediately preceding the reverse stock split, the Company had 244,520,999 shares of its common stock issued and outstanding. Upon completion of the reverse stock split, the Company had 12,226,475 shares of its common stock issued and outstanding. In conjunction with the reverse stock split, the Holder of the Company’s Series A preferred stock converted all of their preferred stock into 5,000,000 shares (adjusted for the 1 for 20 reverse stock split) of the Company’s common stock. Immediately after the completion of both the reverse stock split and the conversion of all of the Company’s issued and outstanding Series A preferred stock into shares of the Company’s common stock, the Company had 19,225,181 shares of its common stock issued and outstanding. Neither the number of authorized shares of common stock, which remains 300,000,000, nor the per share par value of $0.001 were affected by the reverse stock split. The accompanying financial statements have been retroactively adjusted to reflect the results of the reverse stock split effected on August 15, 2019.
Note 5. Convertible Note
On April 27, 2015 (the “Original Issue Date”), the Company issued an eight percent (8%) convertible note payable (the “8% Convertible Note”) in the original principal amount of $500,000. Per the terms of the 8% Convertible Note, the maturity date was January 31, 2018, the annual rate of interest was eight percent (8%), and the principal and accrued interest could be converted, at the sole discretion of the note holders (the “Holders”), into shares of the Company’s common stock at a per share conversion price of $3.00 (adjusted for the 1 for 20 reverse stock split – see Note 1. Description of Business). Interest on the note is calculated on the basis of a 360-day year, consisting of twelve (12) thirty (30) calendar day periods, and accrues daily on the outstanding principal balance commencing on the Original Issue Date until payment in full of the principal sum. Accrued interest is payable annually on January 31 of each year beginning January 1, 2016, on each Conversion Date (as to that principal amount then being converted), on each Optional Redemption Date (as to that principal amount then being converted), and on the Maturity Date. The Company, at its option, may prepay all (but not less than all) of the principal amount of this 8% Convertible Note, together with any interest accrued thereon to the date of redemption (the “Redemption Date”) upon ten (10) days prior written notice to the Holders (the “Notice of Redemption”), provided, however, the Holder may elect to convert the outstanding principal amount of this 8% Convertible Note prior to actual payment in cash for such redemption. Should the Holders choose not to convert this 8% Convertible Note, and the volume weighted average price (“VWAP”) for the ten (10) trading days immediately preceding the date of the Notice of Redemption is less than $3.00 (adjusted for the 1 for 20 reverse stock split – see Note 1. Description of Business), the Company shall issue to Holders of this 8% Convertible Note on the Redemption Date warrants to purchase that number of shares of its common stock equal to one percent (1%) of the total number of shares of the Company’s common stock outstanding on the Redemption Date (the “Total Warrant Shares”). The warrants will be exercisable on or before the third anniversary of the Redemption Date at an exercise price of $3.00 per share (adjusted for the 1 for 20 27 reverse stock split – see Note 1. Description of Business) and provide for the exercise of the Warrants on a cashless basis.
Per the terms of the 8% Convertible Note, any of the following events will constitute a default (“Event of Default”) by the Company: i. Any default in the payment of (A) the principal amount of any Note or (B) interest and other amounts owing to a Holder on any Note, as and when the same shall become due and payable which default, solely in the case of an interest payment or other default under clause (B) is not cured within five (5) Trading Days; ii. The Company shall fail to observe or perform any other covenant or agreement contained in the Notes which failure is not cured, if possible, to cure, within the earlier to occur of (A) five (5) Trading Days after notice of such failure sent by the Holder or by any other Holder and (B) ten (10) Trading Days after the Company has become aware of such failure; iii. Any representation or warranty made in this Note or the Purchase Agreement, any written statement pursuant hereto or thereto or any other report, financial statement, or certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect in any material respect as of the date when made or deemed made; or iv. The Company shall be subject to a Bankruptcy Event. Should any Event of Default occur and is continuing without being waived by the Holder or cured by the Company, the terms of the 8% Convertible Note state that the outstanding principal amount plus accrued but unpaid interest, and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash (the “Default Amount”). As of January 31, 2018, this note was in default as the outstanding principal and related accrued and unpaid interest were due and payable to the Holder as of said date, which represented the maturity date. The Company has not received a notice of default from the Holder. As of February 28, 2023 and August 31, 2022, the outstanding principal and accrued interest are $326,959 and $317,959, respectively.
On March 25, 2021, the Company issued a ten percent (10%) convertible note (the “10% Convertible Note”) in the original principal amount of $28,600 and original issue discount of $8,600 per the terms of the 10% Convertible Note, the maturity date March 25, 2022, the annual rate of interest is ten percent (10%), and the principal and accrued interest could be converted, at the sole discretion of the note holder, into shares of the Company’s common stock at 60% of the offering price for the common stock pursuant to Regulation A under the Securities Act of 1933. The original $8,600 original issued discounts and the beneficial conversion features were recorded as debt discounts and amortized over the term of the note. Therefore, the total debt discount at the inception date of the convertible note was $28,600. As of February 28, 2023, the outstanding balance of the loan is $34,128 which including $5,528 of interest accrual. As of February 28, 2023, the total debt discount has been amortized. As of February 28, 2023, the loans maturity date has been extended to March 21, 2023. 28 On May 19, 2021, the Company issued a ten percent (10%) convertible note payable (the “10% Convertible Note”) in the original principal amount of $428,572 and original issue discount of $128,572. Per the terms of the 10% Convertible Note, the maturity date May 19, 2022, the annual rate of interest is ten percent (10%), and the principal and accrued interest could be converted, at the sole discretion of the note holders (the “Holders”), into shares of the Company’s common stock at 60% of the offering price for the common stock pursuant to Regulation A under the Securities Act of 1933. The original $128,572 original issued discounts and the beneficial conversion features were recorded as debt discounts and amortized over the term of the note. Therefore, the total debt discount at the inception date of the convertible note was $428,572. As of February 28, 2023, the outstanding balance of the loan is $504,955 which including $76,383 of interest accrual. As of February 28, 2023, the total debt discount has been amortized. As of August 31, 2022, the loans maturity date has been extended to May 19, 2023.
On October 28, 2021, the Company issued a ten percent (10%) convertible note payable (the “10% Convertible Note”) in the original principal amount of $102,960 and original issue discount of $30,960. Per the term of the 10% Convertible Note, the maturity date October 28, 2021, the annual rate of interest is ten percent (10%), and the principal and accrued interest could be converted, at the sole discretion of the note holders (the “Holders”), into shares of the Company’s common stock at 60% of the offering price for the common stock pursuant to Regulation A under the Security Act of 1933. The original $30,960 original issued discounts and the beneficial conversion features were recorded as debt discounts and amortized over the term of the note. Therefore, the total debt discount at the inception date of the convertible note was $102,960. As of February 28, 2023, the outstanding balance of the loan is $114,197 which including $11,237 of interest accrual. As of February 28, 2023, the entire $102,960 debt discount has been amortized. As of February 28, 2023 the loan is in default.
On May 10, 2022, the Company issued a ten percent (10%) convertible note payable (the “10% Convertible Note”) in the original principal amount of $210,000 and original issue discount of $60,000. Per the term of the 10% Convertible Note, the maturity date May 10, 2023, the annual rate of interest is ten percent (10%), and the principal and accrued interest could be converted, at the sole discretion of the note holders (the “Holders”), into shares of the Company’s common stock at 60% of the offering price for the common stock pursuant to Regulation A under the Security Act of 1933. The original $60,000 original issued discounts and the beneficial conversion features were recorded as debt discounts and amortized over the term of the note. Therefore, the total debt discount at the inception date of the convertible note was $210,000. As of February 28, 2023, the outstanding balance of the loan is $226,935 which including $16,935 of interest accrual. As of February 28, 2023, $169,151 out of $210,000 total debt discount has been amortized.
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