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Take it up with HDOG as he's the one who found it...lol
i have found the other one but if you look at the new one it is dated 2011 and the other one is a 2009 one
it is more fitting
Did you see the last video on this page??? It's very interesting.
http://thegreenenergygroup.com/videos/
that's the one I thought it was too SRV.
This is the correct one...
http://thegreenenergygroup.com/
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=61940116
Ummm... I don't think you have the correct Green Energy Group linked there.
read the new DD $$$$$
I remember something about a reverse merger with AMNW. That would be nice. (post 2144)
I don't know...first I heard of it
So, who is the reverse merger with?
we have a MONSTER reverse MERGER taking place here ,i am posting the DD ~
hope so got in today
Name change last month and they're keeping up with their filings???
QB status!
http://www.otcmarkets.com/stock/ECEC/quote
ECEC chart is very Bullish ~
It should...it's very thin. Won't take much to get near $.02.
Hopefully this will generate some positive movement!
Oh boy!!!!
10Q filed!!!
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2011
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number (000-23617)
Green Energy Group, Inc.
f/k/a eCom eCom.com, Inc.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction
of incorporation or organization) 65-0538051
(IRS Employer
Identification No.)
1150 S. US Highway 1, Suite 301
Jupiter, Florida 33477-9053
(Address of principal executive offices) (Zip code)
(561) 249-1354
(Registrant's telephone number, including area code)
Table of Contents
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes o No x
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined by Rule 12b-2 of the Exchange Act).
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes x No o
As of March 14, 2011 there were 304,051,001 common shares of the registrant's common stock, par value $.0001 per share, outstanding.
2
Table of Contents
Green Energy Group, Inc.
(f/k/a eCom eCom.com, Inc.)
INDEX
Page
PART 1 FINANCIAL INFORMATION
Item 1Condensed Financial Statements 4
Condensed Balance Sheets as of February 28, 2011 (unaudited) and May 31, 2010 4
Condensed Statements of Operations for the Three and Nine Month Periods Ended February 28, 2011 and 2010 (unaudited) 5
Condensed Statement of Changes in Stockholders' Equity for the Periods from June 1, 2008 through February 28, 2011 (unaudited) 6
Condensed Statements of Cash Flows for the Nine Months Ended February 28, 2011 and 2010 (unaudited) 7
Notes to Condensed Financial Statements (unaudited) 8
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations 12
Item 3.Quantitative and Qualitative Disclosures About Market Risk 12
Item 4.Controls and Procedures 13
PART 2 OTHER INFORMATION
Item 1.Legal Proceedings 13
Item 1A.Risk Factors 13
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds 13
Item 3.Defaults Upon Senior Securities 13
Item 4.(Removed and Reserved) 13
Item 5.Other Information 13
Item 6.Exhibits 13
SIGNATURE 14
3
Table of Contents
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Green Energy Group, Inc.
(f/k/a eCom eCom.com, Inc.)
Condensed Balance Sheets
February 28, 2011 May 31, 2010
Assets (unaudited)
Current Assets
Cash $0 $0
Total current assets 0 0
Goodwill 19,322 19,322
Total assets $19,322 $19,322
Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
Accounts payable $7,650 $1,000
Stockholder loans 23,018 7,018
Total current liabilities 30,668 8,018
Total liabilities 30,668 8,018
Commitments and Contingencies
Stockholders' Equity (Deficit):
Common stock, $.0001 par value; 1,500,000,000 shares authorized; 304,051,001 and 304,405,001 shares issued and outstanding, respectively. Preferred shares, $.0001 par value 20,000,000 preferred shares authorized 0 preferred shares outstanding. 30,405 30,405
Paid-in-capital 103,224 103,224
Par value in excess of reorganization value (27,025) (27,025)
Accumulated deficit (117,950) (95,300)
Total stockholders' equity (deficit) (11,346) 11,304
Total liabilities and stockholders' equity (deficit) $19,322 $19,322
See accompanying notes to condensed financial statements.
4
Table of Contents
Green Energy Group, Inc.
(f/k/a eCom eCom.com, Inc.)
Condensed Statements of Operations
(unaudited)
Quarter Ended February 28, Nine Months Ended February 28,
2011201020112010
Net Sales $0 $0 $0 $0
Cost of Sales 0 0 0 0
Gross profit 0 0 0 0
Operating expenses:
General & administrative 11,050 0 22,650 0
Total expenses 11,050 0 22,650 0
Loss from operations (11,050) 0 (22,650) 0
Net Loss $(11,050) $0 $(22,650) $0
Basic and Diluted
Earnings per common share $(.000) $.000 $(.000) $.000
Weighted-average shares outstanding: 304,051,001 304,051,001 304,051,001 304,051,001
See accompanying notes to condensed financial statements.
5
Table of Contents
Green Energy Group, Inc.
(f/k/a eCom eCom.com, Inc.)
Condensed Statements of Stockholders' Equity
(unaudited)
Common Stock Paid-in-Capital Par Value in Excess of Reorganization Value Accumulated
Deficit Total
Stockholders'
Equity
Number of Shares at Par Value $.0001
Balance May 31, 2008 273,049,733 $27,305 13,320 (27,025) (1,289) 12,311
Issuance of common stock for services 31,001,268 3,100 89,904 0 0 93,004
Net loss 2009 0 0 0 0 (93,553) (93,553)
Balance May 31, 2009 304,051,001 30,405 103,224 (27,025) (94,842) 11,762
Net loss year ended May 31, 2010 0 0 0 0 (458) (458)
Balance May 31, 2010 304,051,001 $30,405 $103,224 $(27,025) $(95,300) $11,304
Net loss nine months ended February 28, 2011 0 0 0 0 (22,650) (22,650)
Balance February 28, 2011 304,051,001 $30,405 $103,224 $(27,025) $(117,950) $(11,346)
See accompanying notes to condensed financial statements.
6
Table of Contents
Green Energy Group, Inc.
(f/k/a eCom eCom.com, Inc.)
Condensed Statements of Cash Flows
(unaudited)
Nine Months Ended February 28, 2011 Nine Months Ended February 28, 2010
Cash flows from operating activities:
Net loss $(22,650) $0
Adjustments to reconcile net loss to net cash provided by operating activities:
Stock-based compensation 0 0
Changes in operating assets and liabilities
Increase in accounts payable and accrued expenses 22,650 0
Net cash provided by operating activities 0 0
Net decrease in cash 0 0
Cash at beginning of period 0 0
Cash at end of period $0 $0
Supplemental Disclosure of Cash Flow Information:
Interest paid $0 $0
Income taxes paid $0 $0
See accompanying notes to condensed financial statements.
7
Table of Contents
Green Energy Group, Inc.
(f/k/a eCom eCom.com, Inc.)
Notes to Condensed Financial Statements
Note A. Description of Business
The Company was incorporated in the State of Florida on June 14, 1994. Green Energy Group, Inc. (f/k/a eCom.Com, Inc.) ("GEG" and "eCom") is referred to as "the Company". On February 28, 2011 the Company moved its main office to 1150 S. US Highway One, Suite 301, Jupiter, FL 33477-3305, and the telephone number changed to (561) 249-1354. Also on February 28, 2011 the Board of Directors approved the name change of eCom eCom.com, Inc. to Green Energy Group, Inc.
During the fiscal year ended May 31, 2005 eCom focused on separating all ten of its current business segments, USA SportsNet, Inc., USA Performance Products, Inc., eSecureSoft Corp., USAS Digital, Inc., Pro Card Corporation, AAB National Company, A Classified Ad, Inc., Swap and Shop.net Corp., A Super Deal.com, Inc. and MyZipSoft, Inc.
This plan was undertaken for the purposes of allowing the management and employees the opportunity to operate each segment independently. Also, to have the ability for each segment, to raise its own funding for growth and expansion. On June 4, 2004 the Company spun-off each of the above listed companies into separate public companies.
On December 1, 2003, the Board of Directors of eCom approved the spin-off of eCom's ten (10) operating subsidiary companies, pursuant to SEC Staff Legal Bulletin No. 4. On December 18, 2003, USA SportsNet, Inc. entered into an Asset Acquisition Agreement with American Capital Holdings, Inc., ("ACHI") The Date of Record for the first spin-off, USA SportsNet, Inc. (later renamed American Capital Holdings, Inc., Cusip No. 02503V 10 9/SEC CIK No. 0001288010) was January 5, 2004. The Date of Record for the second spin-off, MyZipSoft, Inc. (Standard & Poor's Cusip No. 628703 10 0/SEC CIK No. 0001290785) was February 23, 2004, and the shares of MyZipSoft were distributed to its shareholders on June 2, 2005.
On March 2, 2004, the Board of Directors of eCom approved the spin off of the remaining eight (8) spin off companies in which the Board of Directors voted to issue to their shareholders one (1) share of the company for every one hundred (100) shares of eCom owned with a record date of May 27, 2005, pursuant to the advice of SEC Staff Legal Bulletin No. 4.
On November 29, 2004 an involuntary petition was filed against eCom in the United States Southern District Bankruptcy Court under Title 11, Chapter 11 of the United States Bankruptcy Code by petitioning creditors, American Capital Holdings, Inc., Richard Turner, Barney A. Richmond, and ACHI, Inc. The Bankruptcy proceedings were initiated in an effort to implement a viable plan for reimbursement of costs incurred by American Capital Holdings, Inc., the petitioning creditors, and all other creditors/vendors who had not been paid. Most importantly, the proceedings enabled Mr. Richmond to initiate reorganization plans in an effort to restore the shareholder value lost by approximately 5,000 shareholders. A copy of the June 2, 2005 Chapter 11, Title 11 Amended Involuntary Petition of eCom is posted on eCom's website, www.ecomecom.net.
On March 31, 2008 Joint Plan Proponent American Capital Holdings, Inc. and Debtor, eCom eCom.com, Inc. ("Proponents") received a March 28, 2008 United States Southern District of Florida Bankruptcy Court Order Granting Debtor-In- Possession's Motion For Final Decree Closing Case (C.P. #361) and Final Decree, issued by the Honorable Paul G. Hyman, Jr. which closed eCom's successful Plan of Reorganization.
As a result of the emergence of eCom eCom.com, Inc. (Prior eCom) from operating under Chapter 11 of the United States Bankruptcy Code on March 28, 2008 (the Effective Date), the Company is the successor registrant to Prior eCom pursuant to Rule 12g-3 under the Securities Exchange Act of 1934.
Note B. Summary of Significant Accounting Policies
BASIS OF PRESENTATION, USE OF ESTIMATES
The Company maintains its accounts on the accrual basis of accounting. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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Table of Contents
Note B. Summary of Significant Accounting Policies - (continued)
GOODWILL
The Company recorded goodwill as a result of applying fresh start accounting on the date the Company emerged from Bankruptcy. See Note C. We review the carrying amount of goodwill for impairment on an annual basis. Additionally, we perform an impairment assessment of goodwill whenever events or changes in circumstances indicate that the carrying value of goodwill and other intangible assets may not be recoverable. Significant changes in circumstances can be both internal to our strategic and financial direction. There were no events or changes in circumstances that indicate that the carrying value of goodwill may not be recoverable.
STOCK-BASED COMPENSATION
The accounting for common stock issued for services is based on the grant date fair value equal the trading price of Company's common stock on the date of grant. Expense is recognized during the period in which the services are provided. The Company has not issued any stock options and no share issuance are subject to vesting requirements.
INCOME TAXES
Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses and tax credits that are available to offset future taxable income and income taxes, respectively. A Valuation allowance is provided if it is more likely than not that some or all of the deferred tax asset will not be realized.
The Company adopted the new accounting for uncertainty in income taxes guidance on June 1, 2009. The adoption of that guidance did not result in the recognition of any unrecognized tax benefits and the Company has no unrecognized tax benefits at May 31, 2010. The Company's U.S. Federal and state income tax returns prior to fiscal year May 31, 2007 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the consolidated balance sheets.
NET LOSS PER COMMON SHARE
Basic net loss per common share is computed using the weighted average number of common shares outstanding during each period presented. Diluted net loss per common share is computed by using the weighted average number of common shares and potential common shares outstanding during the period. We have not issued any instruments resulting in potential common shares outstanding.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2009, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 168, The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162 ("FASB SFAS 168"). SFAS 168 establishes the FASB Accounting Standards Codification TM ("Codification") as the source of authoritative U.S. GAAP for nongovernmental entities. The Codification does not change U.S. GAAP. Instead, it takes the thousands of individual pronouncements that currently comprise U.S. GAAP and reorganizes them into approximately 90 accounting Topics, and displays all Topics using a consistent structure. Contents in each Topic are further organized first by Subtopic, then Section and finally Paragraph. The Paragraph level is the only level that contains substantive content. Citing particular content in the Codification involves specifying the unique numeric path to the content through the Topic, Subtopic, Section and Paragraph structure. FASB suggests that all citations begin with "FASB ASC," where ASC stands for Accounting Standards Codification. Changes to the ASC subsequent to June 30, 2009 are referred to as Accounting Standards Updates ("ASU").
9
Table of Contents
RECENTLY ISSUED ACCOUNTING STANDARDS - (continued)
In conjunction with the issuance of FASB SFAS 168, the FASB also issued ASU No. 2009-1, Topic 105—Generally Accepted Accounting Principles ("FASB ASU 2009-1"), which includes FASB SFAS 168 in its entirety as a transition to the ASC. FASB ASU 2009-1 is effective for interim and annual periods ending after September 15, 2009 and had no impact on the Company's financial position or results of operations but changed the referencing system for accounting standards.
Certain of the following pronouncements were issued prior to the issuance of the ASC and adoption of the ASUs. For such pronouncements, citations to the applicable Codification by Topic, Subtopic and Section are provided where applicable in addition to the original standard type and number.
In June 2009, the FASB issued additional guidance under ASC 860 "Accounting for Transfer of financial Assets and Extinguishment of Liabilities" which improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial asset; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor's continuing involvement, if any, in transferred financial assets. This additional guidance requires that a transferor recognize and initially measure at fair value all assets obtained (including a transferor's beneficial interest) and liabilities incurred as a result of a transfer of financial assets accounted for as a sale. Enhanced disclosures are required to provide financial statement users with greater transparency about transfers of financial assets and a transferor's continuing involvement with transferred financial assets. This additional guidance must be applied as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This additional guidance must be applied to transfers occurring on or after the effective date. The adoption of this ASC 860 is not expected to have a material impact on the Company's financial statements and disclosures.
In January 2010, the FASB issued Accounting Standards Update ("ASU") 2010-06, "improving Disclosures about Fair Value Measurements," which clarifies certain existing requirements in ASC 820 "Fair Value Measurements and Disclosures," and required disclosures related to significant transfers between each level and additional information about Level 3 activity. FASB ASU 2010-06 begins phasing in the first fiscal period beginning after December 15, 2009. The Company is currently assessing the impact on its consolidated results of operations and financial conditions.
In February 2010, the FASB issued FASB ASU 2010-09, "Subsequent Events, Amendments to Certain Recognition and Disclosure Requirements," which clarifies certain existing evaluation and disclosure requirements in ASC 855 "Subsequent Events" related to subsequent events. FASB ASU 2010-09 requires SEC filers to evaluate subsequent events through the date in which the financial statements are issued and is effective immediately. The new guidance does not have an effect on the Company's consolidated results of operations and financial condition.
Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
Note C. Involuntary Reorganization under Chapter 11
The Plan of Reorganization became effective and the Company emerged from Chapter 11 reorganization proceedings on March 28, 2008 (the "Reorganization Effective Date"). On the Reorganization Effective Date, the Company implemented fresh-start reporting in accordance with American Institute of Certified Public Accounts Statement of Position 90-7: Financial Reporting by Entities in Reorganization under the Bankruptcy Code ("SOP 90-7").
All conditions required for the adoption of fresh-start reporting were met upon emergence from the reorganization Proceedings on the Reorganization Effective Date. As a result, the fair value of the Prior eCom assets became the new basis for the Company's statement of financial position as of the Fresh-Start Adoption Date, and all operations beginning on or after March 28, 2008 are related to the Successor Company.
As a result of the application of fresh-start reporting in accordance, the financial statements prior to and including March 28, 2008 represent the operations of the Prior eCom and are not comparable with the financial statements for periods on or after March 28, 2008. References to "New eCom" refer to the Company on or after March 28, 2008, after giving effect to the application of fresh-start reporting. References to the "Prior eCom" refer to the Company prior to and including March 28, 2008.
10
Table of Contents
Note D. Goodwill
In accordance with SOP 90-7, any portion of the reorganization value that cannot be attributed to specific tangible or identifiable assets of the emerging entity should be reported as goodwill in accordance with paragraph 6 of FASB Statement No. 142 Goodwill and Other Intangible Assets. The Company recorded goodwill of $19,322 as a result of applying fresh-stat accounting on March 28, 2008. Goodwill was determined as follows:
Identifiable Assets of New eCom on March 28, 2008 (Date of Bankruptcy Effectiveness):
Cash $ 1
Liabilities of New eCom on March 28, 2008 (Date of Bankruptcy Effectiveness): (19,323)
Excess Reorganization Value $ (19,322)
Note E. Income Taxes
The Company does not believe that the realization of the related net deferred tax asset meets the criteria required by generally accepted accounting principles and, accordingly, the deferred income tax asset arising from such loss carry forward has been fully reserved.
Deferred income taxes (benefits) are provided for certain income and expenses which are recognized in different periods for tax and financial reporting purposes. The Company had cumulative net operating loss carry-forwards for income tax purposes at February 28, 2011 of approximately $7,400,000, expiring through May 31, 2030. The Company has established a 100% valuation allowance against this deferred tax asset, as the Company has no history of profitable operations.
Note F. Related Party Transactions
The Company has received cash advances from Richard Turner, CFO of the Company, in varying amounts and at various times subsequent to September 1, 2001. These related party loans were non-collateralized and due on demand. The interest portion of these notes has stopped accruing interest after the company was adjudicated bankrupt. The balance owed Mr. Turner of $140,233 was discharged by the bankruptcy court for the issuance of 5,393,579 shares of common stock at the agreed upon price of $.026 per share. The balance owed to Mr. Turner as of February 28, 2011 is $5,592. The balance owed to Barney A. Richmond as of February 28, 2011 is $1,739.
The Company is allocated certain expenses such as rent, travel and administrative that are paid on behalf of the Company by American Capital Holdings, Inc., a company that is related to the Company by mutual stockholders and Directors. The total expenses allocated to the Company in the nine months ended February 28, 2011 and 2010 is $22,650 and $0, respectively.
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Table of Contents
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Revenue for the nine months ended February 28, 2011 and 2010 was $0 and $0 respectively.
Total operating expenses for the nine months ended February 28, 2011 was $22,650 compared to $0 for the nine months ended February 28, 2010, resulting from completing SEC required filings, after the Company's prior PCAOB registered independent accountant was suspended from filing reports as of April 22, 2008 for a period of two years. Costs for the new registered accountants will be reflected on the financial statements during the year ended May 31, 2011.
The operations for the nine months ended February 28, 2011 resulted in a net loss of $22,650 versus a net loss of $0 recorded in the nine months ended February 28, 2010.
History of the Company
To review the History of the Company, see Part 1, Item 1 of our annual report filed for the period May 31, 2010. That note is hereby incorporated by reference into this Part 1, Item 2.
Recently Adopted Accounting Pronouncements
For a discussion of recently adopted accounting pronouncements, see Note B to our financial statements at Part 1, Item 1 to this quarterly report.
Accounting Pronouncements That We Have Not Yet Adopted
For a discussion of recently issued accounting pronouncements that we have not yet adopted, see Note B to our financial statements at Part 1, Item 1 to this quarterly report.
Forward-Looking Statements
This quarterly report on Form 10-Q contains "forward-looking statements" within the meaning of the federal securities laws. Statements regarding future events and developments and our future performance, as well as management's current expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. Actual results could differ materially from those set forth in the forward-looking statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable
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Table of Contents
Item 4. Controls and Procedures
(a) Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures of a registrant designed to ensure that information required to be disclosed by the registrant in the reports that it files or submits under the Securities Exchange Act of 1934 (the "Exchange Act") are properly recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's ("SEC") rules and forms. Disclosure controls and procedures include processes to accumulate and evaluate relevant information and communicate such information to a registrant's management, including its principal executive and financial officers, as appropriate, to allow for timely decisions regarding required disclosures.
(b) CEO and CFO Certifications
Attached as Exhibit 31.1 and 31.2 to this quarterly report are certifications by our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"). These certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002. This portion of our quarterly report describes the results of our controls evaluation referred to in those certifications.
(c) Our Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we evaluated the effectiveness of the design and operation of eCom eCom.com's disclosure controls and procedures, as required by Rule 13a-15 of the Exchange Act. This evaluation was carried out under the supervision and with the participation of our management, including our CEO and CFO. Based on the evaluation as of the end of the period covered by this report, our CEO and CFO concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.
(d) Changes in Internal Control Over Financial Reporting
There were no changes to our internal control over financial reporting or in other factors that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the period covered by this report.
(e) Inherent Limitations of Any Control System
We do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected.
PART 2. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
There have been no material changes to the risk factors presently disclosed in our May 31, 2010 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
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Table of Contents
Item 4. (Removed and Reserved)
Item 5. Other Information
None
Item 6. Exhibits
(a) Exhibits
Exhibit 31.1 Certification pursuant to Rule 13a — 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2 Certification pursuant to Rule 13a — 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.1 Articles of Amendment to Articles of Incorporation. Changing name of Corporation to Green Energy Group, Inc. dated February 28, 2011.
SIGNATURE
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 thereunto duly authorized.
Green Energy Group, Inc. (f/k/a eCom eCom.com, Inc.)
Date: April 14, 2011By: /s/ Richard C. Turner
Richard C. Turner
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial and Accounting Officer)
14
Exhibit 31.1
RULE 13a-14(a)/15d-14(a) CERTIFICATION
I, Barney A. Richmond, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Green Energy Group, Inc. (f/k/a eCom eCom.com, 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 this report;
4.The registrant’s other certifying officer 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: April 14, 2011 /S/ BARNEY A RICHMOND
Barney A. Richmond
Chief Executive Officer
(Principal Executive Officer)
Exhibit 31.2
RULE 13a-14(a)/15d-14(a) CERTIFICATION
I, Richard C. Turner, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Green Energy Group, Inc. (f/k/a eCom eCom.com, 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 this report;
4.The registrant’s other certifying officer 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: April 14, 2011 /S/ RICHARD C. TURNER
Richard C. Turner
Chief Financial Officer
(Principal Financial Officer)
Exhibit 32.1
SECTION 1350 CERTIFICATIONS
I, Barney A. Richmond, certify, pursuant to 18 U.S.C. Section 1350, that, to my knowledge, the Quarterly Report of Green Energy Group, Inc. (f/k/a eCom eCom.com, Inc.) on Form 10-Q for the period ended February 28, 2011, (i) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) that the information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Green Energy Group, Inc.
Date: April 14, 2011 /S/ BARNEY A. RICHMOND
Barney A. Richmond
Chief Executive Officer
(Principal Executive Officer)
I, Richard C. Turner, certify, pursuant to 18 U.S.C. Section Section 1350, that, to my knowledge, the Quarterly Report of Green Energy Group, Inc. (f/k/a eCom eCom.com, Inc.) on Form 10-Q for the period ended February 28, 2011, (i) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) that the information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Green Energy Group, Inc.
Date: April 14, 2011 /S/ RICHARD C. TURNER
Richard C. Turner
Chief Financial Officer
(Principal Financial Officer)
ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION
eCom eCom.com, Inc.
DOCUMENT NO. P94000045498
Pursuant to the provisions of Section 607.1006 of the Florida Statutes, this Florida Corporation adopts to the following amendments to its Articles of Incorporation.
NEW CORPORATION NAME
1. The new corporate name is GREEN ENERGY GROUP, INC.
2. The Board of Directors unanimously approved this name change.
3. The amendments were adopted by the Board of Directors without shareholder action as shareholder action was not required and all other existing articles remain in effect.
Signed on this 28th day of February, 2011
By: /s/ Barney A. Richmond
eCom eCom.com, Inc.
Barney A. Richmond, President
APPROVED
AND
FILED
11 MAR -3 PM 12:54
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
yep ive been holding and will continue to til i see updates
Yep! nothing in the float gumzsa! you see how easily it moves both ways... this one is a flyer!! given the right news and Vol...
still patiently waiting on ECEC here!
Wow, .0089 up already.
ECEC being accumulated, on the runway, final check list!!
Big sells this morning and it still goes up. Nice
I'll add the dips until she is ready; looks poised, but needs
buyers with conviction ;)
No hurry.
GLTA
Nothing like a huge spread between bid and ask.
ECEC let's see a nice .01+ maybe!
52 wk break coming if you ask me, we just need enough buyers.
Matter of time imho.
GLTA
It's up 130% today already.. it will go again tomorrow IMO.
All the trades today were made between 0.0038-0.0085 and we closed at 0.006 today. Only 225,000 shares were traded in the 0.0038-0.006 range with a total of 1.4 mil shares traded today. This tells me most people avg are on or above 0.006. Won't be much selling down here. We should move up again tomorrow. JMO
Wow nice!
nice float
we just need these fools to stop whacking bid
.009 up! nhod!
.01+ coming shortly here~
.0079x.008! ABOUT TO BREAKOUT HUGELY
Great looking website. Now all they need to do is add the names. Then the DD begins.
.0079 getting plugged
Weee!!! Looks like we're in for a huge ride!
2 great calls tday,ecec,amnw,thx,HDOGTX
ECEC new Name! Green Energy Group >>> http://thegreenenergygroup.com/
8K soon. This is due. Maybe some insider rumblings causing todays volume. Load the cheapies. imho gonna be explosive when it hits.
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Green Energy Group, Inc.
http://solar.coolerplanet.com/Directory/solar-installer-green-energy-group.aspx
Possible R/M Company
The latest 10Q Filed 4/11/2011
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7861338
Transfer Agent | Share Structure As of Oct. 22nd, 2010: |
Sepember 13th 2010 8K Filing
(click for details)
Perhaps this is the passage generating the recent interest in this stock (from Sept. 13th 2010 filing):
"SPECULATIVE NATURE OF THE COMPANY'S PROPOSED OPERATIONS. The success of the Company's proposed plan of operation will depend primarily on the success of the Company's business operations. While the Company intends to try to run these operations profitably there can be no assurance that the Company will be successful or profitable.".
Prior to this, the company has been 'dead silent' with no operations since 2008. A new dawn???
Read more: http://www.faqs.org/sec-filings/100913/ECOM-ECOM-COM-INC_10-K/#ixzz13QOASCQF
Company Officers:
Both Members on the Board are High Rollers
Mr. Barney A. Richmond, President, CEO
http://thegreenenergygroup.com/
Barney A. Richmond, 55, has been President and a Director of the Company since March 2004.He is also President and a Director of American Capital Holdings and the other nine (9) eCom spin-off companies.From 1985 to the present, Mr. Richmond has been an independent advisor and investor in assisting companies, as well as individuals, regarding public offerings, mergers, reverse mergers and a variety of corporate financing issues.Mr. Richmond has also been an investor in numerous reorganizations and business turnarounds, including many substantial bankruptcy reorganizations.Mr. Richmond has been a member of the Boards of Directors of The Richmond Company, Inc., Benny Richmond, Inc., 877 Management Corporation, King Technologies, Inc., King Radio Corporation, United States Financial Group, Inc., JSV Acquisition Corporation, Chase Capital, Inc, Berkshire International, Inc. and Dunhall Pharmaceuticals, Inc.
http://www.zoominfo.com/people/Richmond_Barney_471363752.aspx
Mr. Richard C. Turner, Treasurer
CFO for Vanguard Energy ETF (VDE)
http://www.zoominfo.com/people/Turner_Richard_75260191.aspx
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