UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-KSB
(Mark
One)
|
x
|
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the fiscal year ended December 31, 2007
|
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the transition period from ___________ to ___________
Commission file
number
005-82218
ECO
DEPOT, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
57-1094726
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
|
|
|
15954
Jackson Creek Parkway, Suite B
Monument,
Colorado
|
80132
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
|
|
|
Registrant’s
telephone number, including area code
|
(719)
495-7955
|
|
Securities
registered under Section 12(b) of the Exchange Act:
|
|
|
|
|
Title
of each class
|
Name
of each exchange on which registered
|
|
None
|
None
|
|
|
|
|
Securities
registered under Section 12(g) of the Exchange Act:
|
|
Common
Stock, par value $.001
|
|
(Title
of class)
|
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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
x
No
o
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.
o
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
State
issuer’s revenues for its most recent fiscal year. $0
Aggregate
market value of the common stock held by non-affiliates of the Company as of May
13, 2008: $0
Number of
shares of the registrant’s common stock outstanding as of May 13, 2008:
6,075,000 shares of Common Stock.
TABLE
OF CONTENTS
|
Part
I
|
|
|
|
|
|
|
|
Item
1.
|
Description
of Business.
|
1
|
|
|
|
|
|
Item
2.
|
Description
of Property.
|
2
|
|
|
|
|
|
Item
3.
|
Legal
Proceedings.
|
2
|
|
|
|
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders.
|
2
|
|
|
|
|
|
Part
II
|
|
|
|
|
|
|
|
Item
5.
|
Market
for Common Equity and Related Stockholder Matters.
|
2
|
|
|
|
|
|
Item
6.
|
Management’s
Discussion and Analysis or Plan of Operations.
|
3
|
|
|
|
|
|
Item
7.
|
Financial
Statements.
|
F-1
|
|
|
|
|
|
Item
8.
|
Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure.
|
5
|
|
|
|
|
|
Item
8A.
|
Controls
and Procedures.
|
5
|
|
|
|
|
|
Item
8B.
|
Other
Information.
|
5
|
|
|
|
|
|
Part
III
|
|
|
|
|
|
|
|
Item
9.
|
Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section
16(a) of the Exchange Act.
|
6
|
|
|
|
|
|
Item
10.
|
Executive
Compensation.
|
7
|
|
|
|
|
|
Item
11.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
|
8
|
|
|
|
|
|
Item
12.
|
Certain
Relationships and Related Transactions.
|
8
|
|
|
|
|
|
Item
13.
|
Exhibits.
|
8
|
|
|
|
|
|
Item
14.
|
Principal
Accountant Fees and Services.
|
9
|
|
|
|
|
|
Signatures
|
|
10
|
Except
as otherwise required by the context, all references in this prospectus to "we",
"us”, "our", “Eco”, or "Company" refer to the operations of Eco Depot Inc., a
Nevada corporation.
Forward-Looking
Statements and Associated Risks
The
Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for
certain forward-looking statements. Some of the statements contained in this
annual report of Eco Depot, Inc. discuss future expectations, contain
projections of our operations or financial condition or state other
forward-looking information. Some statements contained in this annual report on
Form 10-K that are not historical facts (including without limitation statements
to the effect that we "believe," "expect," "anticipate," "plan," "intend,"
"foresee," or other similar expressions) and are forward-looking statements.
These forward-looking statements are based on our current expectations and
beliefs concerning future developments and their potential effects on us. There
can be no assurance that future developments affecting us will be those
anticipated by us. All comments concerning our expectations for future revenue
and operating results are based on our forecasts of our plan of operation and do
not include the potential impact of any future acquisitions or operations. These
forward-looking statements involve significant risks and uncertainties (some of
which are beyond our control) and assumptions. Should one or more of these risks
or uncertainties materialize, or should any of our assumptions prove incorrect,
actual results may vary in material respects from those projected in the
forward-looking statements.
PART I
Item 1.
Description of
Business.
Eco
Depot, Inc. was incorporated on November 2, 2004. The Company's mailing address
is 15954 Jackson Creek Parkway Unit B, Monument CO, 80132 telephone number of
our principal executive office is (719) 495-7955. Eco Depot is a development
stage company that plans to sell a full line of environmentally friendly goods,
specifically "green products" energy efficient building and construction
materials, and sustainable home products. Eco Depot does not manufacture any
equipment or goods, but intends to resell environmentally friendly products from
various manufacturers.
The
environmental industry, as defined by Organization for Economic Co-operation and
Development ("OECD") and Eurostat (1999), is comprised of three main
sectors:
1.)
Pollution Management;
2.)
Resources Management; and,
3.)
Cleaner Technologies and Products.
In
general, the pollution management sector includes air pollution, waste water
treatment, and waste management products, systems and services. Resource
management sector includes potable water treatment and distribution, recycled
material, renewable energy plants, and nature protection activities. Cleaner
technologies and products sector generally includes efficient products that are
designed to decrease material inputs, improve product quality, reduce energy
consumption, minimize waste, reduce emission during use, or some combination of
these.
Eco
Depot, Inc. plans to develop and market an e-commerce enabled website which
would attract prospective industrial clientele, businesses, municipalities and
individual customers seeking cleaner technologies and products. Goods and
products specifically marketed within the cleaner products sector are generally
referred to as "green products." Specifically, the Company plans to market and
sell through its website goods and products that are defined as "green." These
“green products include recycled paper counter tops, environmentally friendly
paints, and recycled glass tiles. Eco Depot began the initial development of its
website (www.ecodepotinc.com.) where these products are currently listed. The
Company has no contract or agreement or any other arrangement with any
manufacturer or distributor of environmental goods or products listed on its
website. Investors must be aware that the website is not completed, and if it
should become completed, Eco Depot cannot provide any assurance or guarantee
that the above products will be sold on the website.
To date
we have not been able to raise additional funds through either debt or equity
offerings. Without this additional cash we have been unable to pursue our plan
of operations and commence generating revenue. We believe that we may not be
able to raise the necessary funds to continue to pursue our business operations.
If we can not raise funds in the immediate future, we intend to cease the
pursuit of our business plan, and to actively seek out and investigate possible
business opportunities with the intent to acquire or merge with one or more
business ventures.
Patent and
Trademarks
We
currently do not own any patents, trademarks or licenses of any
kind.
Governmental
Regulations
There are
no governmental approvals necessary to conduct our current business. Although
this permits us to provide our services without the time and expense of
governmental supervision it also allows competitors to more easily enter this
business market.
Employees
We
currently have one employee.
Item 2.
Description of
Property.
Eco
Depot's principle address is 15954 Jackson Creek Parkway Unit B, Monument CO,
80132. The telephone number is (719) 495-7955
.
The officer and director of
the corporation provides office space and services without charge.
Eco
Depot believes the property arrangement satisfies the Company's current needs
and will be adequate up to the point that Eco Depot commences
operations
Item 3.
Legal
Proceedings.
The
Company is not a party to any pending or threatened legal
proceedings.
Item 4.
Submission of Matters to a Vote
of Security Holders.
None.
PART II
Item 5.
Market for Common Equity and Related
Stockholder Matters.
Market
Information
Our
common stock has traded on the OTC Bulletin Board system under the symbol “ECDP”
since September 13, 2006. However, there has been no trading market for our
Common Stock. The following table sets forth the range of high and low bid
quotations for each quarter within the last fiscal year. These quotations as
reported by the OTCBB reflect inter-dealer prices without retail mark-up,
mark-down, or commissions and may not necessarily represent actual
transactions.
|
|
|
2006
|
|
|
|
|
High
|
|
|
Low
|
|
|
September
13, 2006 to current
|
|
$
|
0.15
|
|
|
$
|
0.00
|
|
The
source of these high and low prices was the OTC Bulletin Board. These quotations
reflect inter-dealer prices, without retail mark-up, markdown or commissions and
may not represent actual transactions. The high and low prices listed have been
rounded up to the next highest two decimal places.
The
market price of our common stock is subject to significant fluctuations in
response to variations in our quarterly operating results, general trends in the
market, and other factors, over many of which we have little or no control. In
addition, broad market fluctuations, as well as general economic, business and
political conditions, may adversely affect the market for our common stock,
regardless of our actual or projected performance.
Holders
As of
December 31, 2007 in accordance with our transfer agent records, we had 44
holders of our Common Stock.
Dividends
Holders
of our common stock are entitled to receive dividends if, as, and when declared
by the Board of Directors out of funds legally available therefore. We have
never declared or paid any dividends on our common stock. We intend to retain
any future earnings for use in the operation and expansion of our business.
Consequently, we do not anticipate paying any cash dividends on our common stock
to our stockholders for the foreseeable future.
Item 6.
Management’s Discussion and Analysis
or Plan of Operations.
The
following discussion contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events or our future performance. Actual
results may materially differ from those projected in the forward-looking
statements as a result of certain risks and uncertainties set forth in this
prospectus. Although management believes that the assumptions made and
expectations reflected in the forward-looking statements are reasonable, there
is no assurance that the underlying assumptions will, in fact, prove to be
correct or that actual results will not be different from expectations expressed
in this report.
Overview
There
have been no operating revenues since inception. Eco Depot, Inc. was
incorporated on November 2, 2004. The Company's mailing address is 15954 Jackson
Creek Parkway Unit B, Monument CO, 80132. The telephone number is (719)
495-7955
.
Eco Depot is a
development stage company which had planned to sell a full line of
environmentally friendly goods, specifically "green products" energy efficient
building and construction materials, and sustainable home products. We did not
plan to manufacture any equipment or goods, but intended to resell
environmentally friendly products from various manufacturers.
Eco
Depot, Inc. had planned to develop and market an e-commerce enabled website
which would attract prospective industrial clientele, businesses, municipalities
and individual customers seeking cleaner technologies and products. Goods and
products specifically marketed within the cleaner products sector are generally
referred to as "green products." Specifically, the Company plans to market and
sell through its website goods and products that are defined as "green." These
“green products include recycled paper counter tops, environmentally friendly
paints, and recycled glass tiles. Eco Depot began the initial development of its
website (www.ecodepotinc.com.) where these products are currently listed. The
Company has had no contract or agreement or any other arrangement with any
manufacturer or distributor of environmental goods or products listed on its
website. Investors must be aware that the website is not completed, and if it
should become completed, Eco Depot cannot provide any assurance or guarantee
that the above products will be sold on the website.
No
revenues have been generated to date and we expect limited revenues until we
raise additional funds and therefore we will continue to operate on a reduced
budget until such time. If we are unable to raise additional funds by fiscal
year end 2008 we may have to limit our operations to an extent not presently
determinable by management. Halston Capital Ltd has agreed to cover the costs
for our operations until additional funds become available. Although we have no
commitments for capital, other than verbal assurances from Halston Capital,
Ltd., we may raise additional funds through public offerings of equity,
securities convertible into equity or debt, private offerings of securities or
debt, or other sources.
To date
we have not been able to raise additional funds through either debt or equity
offerings. Without this additional cash we have been unable to pursue our plan
of operations and commence generating revenue. We believe that we may not be
able to raise the necessary funds to continue to pursue our business operations.
If we can not raise funds in the immediate future, we intend to cease the
pursuit of our business plan and actively seek out and investigate possible
business opportunities with the intent to acquire or merge with one or more
business ventures.
Liquidity
and Capital Resources
As of
December 31, 2007, we had $75,053 of cash available in various attorney trust
accounts. We have current liabilities of $167,824. Since inception (November 2,
2004), we have incurred total losses of $122,521 during the development stage of
the corporation. If we are unable to develop a website and generate profits
within the next three to six months we will be required to raise additional
proceeds through the sale of common stock or the alternative borrow
funds in order to continue as a going concern. Investors must be aware that
management cannot provide any assurance that we will be able to raise sufficient
funds via either of these means, if we are so required to do so.
Our
general and administrative expenses are expected to average $15,000 per month
for the next 12 months. As reflected in the accompanying financial statements,
we are in the development stage with minimal operations. This raises substantial
doubt about our ability to continue as a going concern. Our ability to continue
as a going concern is dependent on our ability to raise additional capital and
implement our business plan. The financial statements do not include any
adjustments that might be necessary if we are unable to continue as a going
concern. Management believes that actions presently being taken to obtain
additional funding and implement its strategic plans provide the opportunity for
us to continue as a going concern.
Off-Balance
Sheet Arrangements
As of the
date of this Annual Report, the Company does not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on the Company's financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that are material to investors. The term "off-balance sheet
arrangement" generally means any transaction, agreement or other contractual
arrangement to which an entity unconsolidated with the Company is a party, under
which the Company has (i) any obligation arising under a guarantee contract,
derivative instrument or variable interest; or (ii) a retained or contingent
interest in assets transferred to such entity or similar arrangement that serves
as credit, liquidity or market risk support for such assets.
Critical
Accounting Policies
The
Company’s financial statements and related public financial information are
based on the application of accounting principles generally accepted in the
United States (“GAAP”). GAAP requires the use of estimates; assumptions,
judgments and subjective interpretations of accounting principles that have an
impact on the assets, liabilities, revenue and expense amounts reported. These
estimates can also affect supplemental information contained in our external
disclosures including information regarding contingencies, risk and financial
condition. We believe our use of estimates and underlying accounting assumptions
adhere to GAAP and are consistently and conservatively applied. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. Actual results may differ
materially from these estimates under different assumptions or conditions. We
continue to monitor significant estimates made during the preparation of our
financial statements.
Our
significant accounting policies are summarized in Note 1 of our financial
statements. While all these significant accounting policies impact its financial
condition and results of operations, we view certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on our consolidated financial statements and require
management to use a greater degree of judgment and estimates. Actual results may
differ from those estimates. Our management believes that given current facts
and circumstances, it is unlikely that applying any other reasonable judgments
or estimate methodologies would cause effect on our consolidated results of
operations, financial position or liquidity for the periods presented in this
report.
Revenue
Recognition
We are
engaged in the sale of environmentally friendly goods, etc. through a website on
the internet. We recognize the revenue at the time of shipping of the product
when responsibility of the product is transferred to the purchaser and payment
has been accepted or assured. We do not carry a physical inventory. Instead, the
product sold is drop shipped directly from the supplier to the customer. In this
capacity, we are acting as an agent for the supplier and under EITF 99-19 “
Reporting Revenue Gross as a
Principal versus Net as an Agent”
recognizes transactions on the net
basis.
Product
Research and Development
The
Company does not anticipate any costs or expenses to be incurred for product
research and development within the next twelve months.
Employee
Agreements
None
Item 7.
Financial
Statements.
ECO
DEPOT, INC.
(A
Development Stage Enterprise)
FINANCIAL
REPORTS
December
31, 2007
December
31, 2006
ECO
DEPOT, INC.
(A
Development Stage Enterprise)
CONTENTS
|
BALANCE
SHEETS
|
F-
2
|
|
|
|
|
STATEMENTS OF
OPERATIONS
|
F-
3
|
|
|
|
|
STATEMENTS OF STOCKHOLDERS’
EQUITY
|
F-
4
|
|
|
|
|
STATEMENTS OF CASH
FLOWS
|
F-
5
|
|
|
|
|
NOTES TO FINANCIAL
STATEMENTS
|
F-
6 -
F-9
|
Report of Independent
Registered Public Accounting Firm
To the
Board of Directors
Eco
Depot, Inc.
Monument,
Colorado
We have
audited the accompanying balance sheets of Eco Depot, Inc. (A Development Stage
Enterprise) as of December 31, 2007 and 2006 the related statements of
operations, stockholders’ equity (deficit), and cash flows for the period
November 2, 2004 (inception) through December 31, 2007. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Eco Depot, Inc. (A Development
Stage Enterprise) as of December 31, 2007 and 2006 and the results of its
operations and cash flows for period November 2, 2004 (inception) through
December 31, 2007 and 2006, in conformity with U.S. generally accepted
accounting principles.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has limited operations and has no established source of
revenue. This raises substantial doubt about its ability to continue
as a going concern. Management’s plan in regard to these matters is also
described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Kyle L.
Tingle, CPA, LLC
May 9, 2008
Las Vegas, Nevada
ECO
DEPOT, INC.
(A
Development Stage Enterprise)
BALANCE
SHEETS
|
|
|
December
31,
2007
|
|
|
December
31,
2006
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
Cash
|
|
$
|
75,053
|
|
|
$
|
11,358
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
$
|
75,053
|
|
|
$
|
11,358
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
73,053
|
|
|
$
|
11,358
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
$
|
52,824
|
|
|
$
|
5,775
|
|
|
Due
to
related
party
|
|
|
115,000
|
|
|
|
14,965
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
$
|
167,824
|
|
|
$
|
20,740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
Common
stock, 75,000,000 shares authorized with $0.001 par value
|
|
|
|
|
|
|
|
|
|
Issued
and outstanding: 6,075,000 common
|
|
|
|
|
|
|
|
|
|
shares
at December 31, 2007 and 2006
|
|
$
|
6,075
|
|
|
$
|
6,075
|
|
|
Additional
paid-in capital
|
|
|
23,675
|
|
|
|
23,675
|
|
|
Accumulated
deficit during development stage
|
|
|
(122,521
|
)
|
|
|
(39,132
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total
stockholders’ (deficit)
|
|
$
|
(92,771
|
)
|
|
$
|
(9,382
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders’ (deficit)
|
|
$
|
75,053
|
|
|
$
|
11,358
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are
an integral part of these financial statements.
ECO
DEPOT, INC.
(A
Development Stage Enterprise)
STATEMENTS
OF OPERATIONS
|
|
|
For
the
year
ended December 31,
2007
|
|
|
For
the
year
ended December 31, 2006
|
|
|
November
2, 2004 (inception) to December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GENERAL AND
ADMINISTRATIVE EXPENSES
|
|
$
|
83,389
|
|
|
$
|
34,320
|
|
|
$
|
122,521
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
LOSS
|
|
$
|
(83,389
|
)
|
|
$
|
(34,320
|
)
|
|
$
|
(122,521
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS FOR THE PERIOD
|
|
$
|
(83,389
|
)
|
|
$
|
(34,320
|
)
|
|
$
|
(122,521
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC
AND DILUTIVE LOSS PER COMMON SHARE
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE NUMBER OF COMMON
SHARES
OUTSTANDING
|
|
|
6,075,000
|
|
|
|
5,995,548
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial
statements.
ECO
DEPOT, INC.
(A
Development Stage Enterprise)
STATEMENT
OF STOCKHOLDERS’ EQUITY
FOR
THE PERIOD FROM NOVEMBER 2, 2004 (INCEPTION) TO DECEMBER 31, 2007
|
|
|
Common
Stock
|
|
|
|
|
|
Deficit
Accumulated During
|
|
|
|
|
|
|
|
Number
of shares
|
|
|
Amount
|
|
|
Additional
Paid In Capital
|
|
|
Development
Stage
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
inception November 2, 2004
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss, December 31, 2004
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(766
|
)
|
|
|
(766
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2004
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(766
|
)
|
|
|
(766
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash at $0.001 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March
10, 2005
|
|
|
4,000,000
|
|
|
|
4,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash at $0.01 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June
22, 2005
|
|
|
1,575,000
|
|
|
|
1,575
|
|
|
|
14,175
|
|
|
|
-
|
|
|
|
15,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss, December 31, 2005
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,046
|
)
|
|
|
(4,046
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2005
|
|
|
5,575,000
|
|
|
|
5,575
|
|
|
|
14,175
|
|
|
|
(4,812
|
)
|
|
|
14,938
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash at $0.02 per share
|
|
|
500,000
|
|
|
|
500
|
|
|
|
9,500
|
|
|
|
-
|
|
|
|
10,000
|
|
|
February
27, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss, December 31, 2006
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(34,320
|
)
|
|
|
(34,320
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2006
|
|
|
6,075,000
|
|
|
|
6,075
|
|
|
|
23,675
|
|
|
|
(39,132
|
)
|
|
|
(9,382
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss, December 31, 2007
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(83,389
|
)
|
|
|
(83,389
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2007
|
|
|
6,075,000
|
|
|
$
|
6,075
|
|
|
$
|
23,675
|
|
|
$
|
(122,521
|
)
|
|
$
|
(92,771
|
)
|
The
accompanying notes are an integral part of these financial
statements.
ECO
DEPOT, INC.
(A
Development Stage Enterprise)
STATEMENTS
OF CASH FLOWS
|
|
|
For the
year
ended December 31,
2007
|
|
|
For
the
year
ended
December
31,
2006
|
|
|
November
2, 2004 (inception) to
December
31,
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS USED IN OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
Net loss for the
period
|
|
$
|
(83,389
|
)
|
|
$
|
(34,320
|
)
|
|
$
|
(122,521
|
)
|
|
Adjustment to reconcile net
loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to
net cash from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
47,049
|
|
|
|
5,139
|
|
|
|
52,824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
CASH USED IN OPERATING ACTIVITIES
|
|
|
(36,340
|
)
|
|
|
(29,181
|
)
|
|
|
(69,697
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
CASH PROVIDED BY INVESTING ACTIVITIES
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
on sale of common stock
|
|
|
-
|
|
|
|
10,000
|
|
|
|
29,750
|
|
|
Related
party advances
|
|
|
100,035
|
|
|
|
14,965
|
|
|
|
115,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
|
|
100,035
|
|
|
|
24,965
|
|
|
|
144,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCREASE
(DECREASE) IN CASH
|
|
|
63,695
|
|
|
|
(
4,216
|
)
|
|
|
75,053
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH,
BEGINNING OF PERIOD
|
|
|
11,358
|
|
|
|
15,574
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH,
END OF PERIOD
|
|
$
|
75,053
|
|
|
$
|
11,358
|
|
|
$
|
75,053
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
paid
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Income
taxes paid
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these financial
statements.
Note
1.
Nature
of Business and Significant Accounting Policies
Nature
of business
Eco
Depot, Inc. (“Company”) was organized November 2, 2004 under the laws of the
State of Nevada. The Company currently has limited operations and, in
accordance with Statement of Financial Accounting Standard (SFAS) No. 7, “
Accounting and Reporting by
Development Stage Enterprises
,” is considered a Development Stage
Enterprise.
The
Company is in the business of developing an Internet e-commerce website that
will sell a full line of environmentally friendly goods, energy efficient
building and construction materials and sustainable home products. Eco Depot
will not manufacture any equipment or goods, but will resell “green products”
from various manufacturers.
A summary of the Company’s
significant accounting policies is as follows
:
Estimates
The
preparation of financial statements in conformity with 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.
Cash
For the
Statements of Cash Flows, all highly liquid investments with maturity of three
months or less are considered to be cash equivalents. There were no
cash equivalents as of December 31, 2007 and 2006, respectively.
Revenue
Recognition
The
Company is engaged in the sale of environmentally friendly goods, etc. through a
website on the internet. The Company recognizes the revenue at the
time of shipping of the product when responsibility of the product is
transferred to the purchaser and payment has been accepted or
assured. The Company does not carry a physical
inventory. Instead, the product sold is drop shipped directly from
the supplier to the customer. In this capacity, the Company is acting
as an agent for the supplier and under EITF 99-19 “
Reporting Revenue Gross as a
Principal versus Net as an Agent”
recognizes transactions on the net
basis.
Income
taxes
Income
taxes are provided for using the liability method of accounting in accordance
with SFAS No. 109
“Accounting
for Income Taxes,”
and clarified by FIN 48,
“Accounting for Uncertainty in
Income Taxes—an interpretation of FASB Statement
No. 109.”
A deferred tax asset or liability is recorded
for all temporary differences between financial and tax
reporting. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax
basis. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effect of changes in tax laws and
rates on the date of enactment.
Share
Based Expenses
The
Company follows Financial Accounting Standards Board (“FASB”)
SFAS No. 123R “
Share
Based Payment
.” This statement is a revision to SFAS 123 and
supersedes Accounting Principles Board (APB) Opinion No. 25, “
Accounting for Stock Issued to
Employees
,” and amends FASB Statement No. 95, “
Statement of Cash Flows.
”
This statement requires a public entity to expense the cost of employee services
received in exchange for an award of equity instruments. This statement also
provides guidance on valuing and expensing these awards, as well as disclosure
requirements of these equity arrangements. The Company adopted SFAS
No. 123R upon creation of the company and expenses share based costs in the
period incurred.
Recent
Accounting Pronouncements
In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
157). SFAS 157 provides guidance for using fair value to measure assets and
liabilities. SFAS 157 addresses the requests from investors for expanded
disclosure about the extent to which companies measure assets and liabilities at
fair value, the information used to measure fair value and the effect of fair
value measurements on earnings. SFAS 157 applies whenever other standards
require (or permit) assets or liabilities to be measured at fair value, and does
not expand the use of fair value in any new circumstances. SFAS 157 is effective
for financial statements issued for fiscal years beginning after November 15,
2007 and will be adopted by the Company in the first quarter of fiscal year
2008. We do not expect that the adoption of SFAS 157 will have a
material impact on our financial condition or results of
operations.
In
February 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities - Including an amendment of FASB Statement No.
115” (hereinafter “SFAS No. 159”). This statement permits entities to choose to
measure many financial instruments and certain other items at fair value. The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions. This statement is expected to expand the use of fair
value measurement, which is consistent with the Board’s long-term measurement
objectives for accounting for financial instruments. This statement is effective
as of the beginning of an entity’s first fiscal year that begins after November
15, 2007, although earlier adoption is permitted. Management has not determined
the effect that adopting this statement would have on the Company’s financial
condition or results of operations.
In
December 2007, the FASB issued SFAS 141(R), “Business Combinations— a
replacement of FASB Statement No. 141.” This Statement replaces SFAS 141,
“Business Combinations,” and requires an acquirer to recognize the assets
acquired, the liabilities assumed, including those arising from contractual
contingencies, any contingent consideration, and any noncontrolling interest in
the acquiree at the acquisition date, measured at their fair values as of that
date, with limited exceptions specified in the statement. SFAS 141(R) also
requires the acquirer in a business combination achieved in stages (sometimes
referred to as a step acquisition) to recognize the identifiable assets and
liabilities, as well as the noncontrolling interest in the acquiree, at the full
amounts of their fair values (or other amounts determined in accordance with
SFAS 141(R)). In addition, SFAS 141(R)'s requirement to measure the
noncontrolling interest in the acquiree at fair value will result in recognizing
the goodwill attributable to the noncontrolling interest in addition to that
attributable to the acquirer. SFAS 141(R) amends SFAS No. 109, “Accounting for
Income Taxes,” to require the acquirer to recognize changes in the amount of its
deferred tax benefits that are recognizable because of a business combination
either in income from continuing operations in the period of the combination or
directly in contributed capital, depending on the circumstances. It also amends
SFAS 142, “Goodwill and Other Intangible Assets,” to, among other things,
provide guidance on the impairment testing of acquired research and development
intangible assets and assets that the acquirer intends not to use. SFAS 141(R)
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. We are currently assessing the potential impact that
the adoption of SFAS 141(R) could have on our financial statements.
In
December 2007, the FASB issued SFAS 160, “Noncontrolling Interests in
Consolidated Financial Statements.” SFAS 160 amends Accounting Research Bulletin
51, “Consolidated Financial Statements,” to establish accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It also clarifies that a noncontrolling
interest in a subsidiary is an ownership interest in the consolidated entity
that should be reported as equity in the consolidated financial statements. SFAS
160 also changes the way the consolidated income statement is presented by
requiring consolidated net income to be reported at amounts that include the
amounts attributable to both the parent and the noncontrolling interest. It also
requires disclosure, on the face of the consolidated statement of income, of the
amounts of consolidated net income attributable to the parent and to the
noncontrolling interest. SFAS 160 requires that a parent recognize a gain or
loss in net income when a subsidiary is deconsolidated and requires expanded
disclosures in the consolidated financial statements that clearly identify and
distinguish between the interests of the parent owners and the interests of the
noncontrolling owners of a subsidiary. SFAS 160 is effective for fiscal periods,
and interim periods within those fiscal years, beginning on or after December
15, 2008. We are currently assessing the potential impact that the adoption of
SFAS 141(R) could have on our financial statements.
In
March 2008, the FASB issued SFAS No. 161, "Disclosures about
Derivative Instruments and Hedging Activities”, an amendment of SFAS
No. 133. SFAS 161 applies to all derivative instruments and nonderivative
instruments that are designated and qualify as hedging instruments pursuant to
paragraphs 37 and 42 of SFAS 133 and related hedged items accounted for under
SFAS 133. SFAS 161 requires entities to provide greater transparency through
additional disclosures about how and why an entity uses derivative instruments,
how derivative instruments and related hedged items are accounted for under SFAS
133 and its related interpretations, and how derivative instruments and related
hedged items affect an entity’s financial position, results of operations, and
cash flows. SFAS 161 is effective as of the beginning of an entity’s first
fiscal year that begins after November 15, 2008. We do not expect that the
adoption of SFAS 161 will have a material impact on our financial condition or
results of operation.
Going
Concern
The
Company’s financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This
contemplates the realization of assets and the liquidation of liabilities in the
normal course of business. Currently, the Company has relied on
advances from a majority owner and does not have operations or a source of
revenue sufficient to cover its operation costs which raises substantial doubt
about its ability to continue as a going concern. The Company will be
dependent upon the raising of additional capital from the shareholders or
through the placement of our common stock in order to continue with its business
plan. There can be no assurance that the Company will be successful in raising
the capital it requires through the sale of its common stock in order to
continue as a going concern.
Note
2. Stockholders’ Equity
Common
stock
The
authorized common stock of the Company consists of 75,000,000 shares with par
value of $0.001. As at December 31, 2007, the Company has not granted any stock
options or warrants and has not recorded any stock-based
compensation.
On March
10, 2005, the Company authorized and issued 4,000,000 shares of $0.001 par value
common stock at par in consideration of $4,000 in cash to the officer of the
Company.
On June
22, 2005, the Company authorized and issued 1,575,000 common stock of the
Company in consideration of $15,750 in cash to the officer of the
Company.
On
January 6, 2006, the Company approved a private placement of Common Stock in
accordance with laws of the State of Washington. The placement
was to sell through a purchase agreement up to 10,000,000 new shares at $0.02
per share and 1,575,000 shares of common stock to be sold by selling
shareholders. The offering closed on April 6, 2006. The
Company sold 500,000 shares for $10,000, issuing the shares to twenty-seven (27)
shareholders on February 27, 2006.
Net
loss per common share
Net loss
per share is calculated in accordance with SFAS No. 128, “
Earnings Per
Share.
” The weighted-average number of common shares
outstanding during each period is used to compute basic loss per
share. Diluted loss per share is computed using the weighted averaged
number of shares and dilutive potential common shares
outstanding. Dilutive potential common shares are additional common
shares assumed to be exercised.
Basic net
loss per common share is based on the weighted average number of shares of
common stock outstanding of 6,075,000 for the year ended December 31, 2007 and
5,995,547 for the year ending December 31, 2006, respectively. As of
December 31, 2007 and 2006 the Company had no dilutive potential common
shares.
We did
not provide any current or deferred U.S. federal income tax provision or benefit
for any of the periods presented because we have experienced operating losses
since inception. Per Statement of Accounting Standard No. 109 – Accounting for
Income Tax and FASB Interpretation No. 48 - Accounting for Uncertainty in Income
Taxes an interpretation of FASB Statement No.109, when it is more likely than
not that a tax asset cannot be realized through future income the Company must
allow for this future tax benefit. We provided a full valuation allowance
on the net deferred tax asset, consisting of net operating loss carryforwards,
because management has determined that it is more likely than not that we will
not earn income sufficient to realize the deferred tax assets during the
carryforward period. The CFO has reviewed the Company’s books and has determined
that the Company has no federal or state tax obligations. He is currently in the
process of preparing and filing the Company’s federal and state tax returns for
2005, 2006, and 2007 to bring the Company current.
The
components of the Company’s deferred tax asset as of December 31, 2007 and 2006
are as follows:
|
|
|
2007
|
|
|
2006
|
|
|
Net
operating loss carryforward
|
|
$
|
42,882
|
|
|
$
|
13,696
|
|
|
Valuation
allowance
|
|
|
(42,882
|
)
|
|
|
(13,696
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
deferred tax asset
|
|
$
|
0
|
|
|
$
|
0
|
|
A
reconciliation of income taxes computed at the statutory rate to the income tax
amount recorded is as follows:
|
|
|
2007
|
|
|
2006
|
|
|
Since
Inception
|
|
|
Tax
at statutory rate (35%)
|
|
$
|
29,186
|
|
|
$
|
12,012
|
|
|
$
|
42,882
|
|
|
Increase
in valuation allowance
|
|
|
(29,186
|
)
|
|
|
(12,012
|
)
|
|
|
(42,882
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
deferred tax asset
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
The net
federal operating loss carry forward will expire between 2004 and
2027. This carry forward may be limited upon the consummation of a
business combination under IRC Section 381.
Note
4. Related Party Transactions
The
Company neither owns nor leases any real or personal property. The
officers of the corporation provide office services without
charge. Such costs are immaterial to the financial statements and
accordingly, have not been reflected therein. The officer and
director for the Company are involved in other business activities and may, in
the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business
interest. The Company has not formulated a policy for the resolution
of such conflicts. The loss of the services of its officer or
director may have a negative impact on the further development of the
business.
As of
December 31, 2007 and 2006, the Company owed a shareholder of the Company
$115,000 and $14,965, respectively, for advances to the Company. The amounts
payable are unsecured, non-interest bearing with no set terms of
repayment.
Money
issued by Demand notes from related parties:
$ 14,965
plus wire charges of $35 were issued to the Company on November 27,
2006.
$ 49,963
plus wire charges of $37 were issued to the Company on April 30,
2007.
$ 49,987
plus wire charges of $13 were issued to the Company on November 14,
2007.
Item
7. Operations
The Company has had minimal operations since inception.
Item 8.
Changes In and Disagreements With
Accountants on Accounting and Financial Disclosure.
None.
Item
8A. Controls and Procedures.
Evaluation of Disclosure
Controls and Procedures
We
conducted an evaluation, with the participation of our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange
Act, as of December 31, 2007, to ensure that information required to be
disclosed by us in the reports filed or submitted by us under the Exchange Act
is recorded, processed, summarized and reported, within the time periods
specified in the Securities Exchange Commission's rules and forms, including to
ensure that information required to be disclosed by us in the reports filed or
submitted by us under the Exchange Act is accumulated and communicated to our
management, including our principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure. Based on that evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that as of December
31, 2007, our disclosure controls and procedures were not effective at the
reasonable assurance level due to the material weaknesses described
below.
In light
of the material weaknesses described below, we performed additional analysis and
other post-closing procedures to ensure our financial statements were prepared
in accordance with generally accepted accounting principles. Accordingly, we
believe that the consolidated financial statements included in this report
fairly present, in all material respects, our financial condition, results of
operations and cash flows for the periods presented.
A
material weakness is a control deficiency (within the meaning of the Public
Company Accounting Oversight Board (PCAOB) Auditing Standard No. 5) or
combination of control deficiencies, such that there is a reasonable possibility
that a material misstatement of the annual or interim financial statements will
not be prevented or detected. Management has identified the following three
material weaknesses that have caused management to conclude that, as of December
31, 2007, our disclosure controls and procedures were not effective at the
reasonable assurance level:
1.
We do not have formalized documentation
related to our internal control policies and procedures; however, there are
informal policies and procedures that cover the recording and reporting of
financial transactions. Written documentation of key internal controls over
financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act
and will be applicable to us for the year ending December 31, 2007. Management
evaluated the impact of our failure to have written documentation of our
internal controls and procedures on our assessment of our disclosure controls
and procedures and has concluded that the control deficiency that resulted
represented a material weakness.
2.
We do not have sufficient segregation
of duties within accounting functions, which is a basic internal control. Due to
our size and nature, segregation of all conflicting duties may not always be
possible and may not be economically feasible. However, to the extent possible,
the initiation of transactions, the custody of assets and the recording of
transactions should be performed by separate individuals. Management evaluated
the impact of our failure to have segregation of duties on our assessment of our
disclosure controls and procedures and has concluded that the control deficiency
that resulted represented a material weakness.
3.
We do not have sufficient personnel
working on our accounting functions to ensure we can timely file our quarterly
and annual reports, as indicated by the filing of this annual report after the
original due date after the extension period. Management evaluated the impact of
our lack of internal accounting personnel to ensure we can timely file our
required quarterly and annual reports and has concluded that the control
deficiency that resulted represented a material weakness.
To
address these material weaknesses, management performed additional analyses and
other procedures to ensure that the financial statements included herein fairly
present, in all material respects, our financial position, results of operations
and cash flows for the periods presented.
Remediation
of Material Weaknesses
To
remediate the material weaknesses in our disclosure controls and procedures
identified above, we have hired a new Chief Financial Officer and continue to
refine our internal procedures to begin to implement segregation of duties and
to seek additional internal accounting personnel.
Changes
in Internal Control over Financial Reporting
Except as
noted above, there were no changes in our internal control over financial
reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act,
during our most recently completed fiscal quarter that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.
ITEM
8A(T) – CONTROLS AND PROCEDURES
We are
not required to furnish the information required by this item until we report on
our fiscal year ending December 31, 2008.
PART III
Item 9.
Directors, Executive Officers,
Promoters and Control Persons; Compliance with Section 16(a) of the Exchange
Act.
The
following table sets forth the name and age of our sole executive officer and
director.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven
Weaver
|
|
45
|
|
Chief
Executive Officer
|
|
10/1/2007
|
|
|
|
|
|
|
|
|
Set
forth below is a brief description of the background and business experience of
our sole executive officer and director for the past five years.
Steven
A Weaver – Chief Executive Officer for Eco Depot, Inc.
Mr.
Weaver has 22 years of environmental and natural resource management experience.
In addition, he spent 15 years as an executive in the green construction
field including habitat and ecosystem restoration, endangered species
reintroduction and reforestation. Currently, Mr. Weaver is Chief Executive
Officer for Pure H2O Solutions, Inc. an international seawater desalination
firm.
Mr.
Weaver has a Masters degree in International Politics and Natural Resource
Economics. He has extensive experience working in global markets with top
leaders in government, non-governmental organizations, and environmental groups.
Internationally, Mr. Weaver has construction management experience with
companies in Asia, Western, Central, and Eastern Europe, the Middle East,
Africa, and the Americas.
One of
Mr. Weaver’s key initiatives has been developing alternative energy technologies
for projects in environmentally sensitive areas including rainforests, deserts,
alpine tundra, and boreal forests. Mr. Weaver has also directed projects
related to soil, air and water conservation and utilized methods to use and
development environmentally friendly construction materials and techniques.
His work has been endorsed by US Senators, the US Department of Commerce,
World Wildlife Fund for Nature, Audubon, Smithsonian, Nature Conservancy and
others.
Term of
Office
Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
Family
Relationships
No family
relationships exist among our directors or executive officers.
Involvement in Certain Legal
Proceedings
To our
knowledge, during the past five years, none of our directors, executive
officers, promoters, control persons, or nominees has been:
|
•
|
the
subject of any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that
time;
|
|
|
|
|
•
|
convicted
in a criminal proceeding or is subject to a pending criminal proceeding
(excluding traffic violations and other minor
offenses);
|
|
|
|
|
•
|
subject
to any order, judgment, or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities or banking activities;
or
|
|
|
|
|
•
|
found
by a court of competent jurisdiction (in a civil action), the Commission
or the Commodity Futures Trading Commission to have violated a federal or
state securities or commodities
law.
|
Code of
Ethics
We have
adopted a Code of Ethics applicable to our Chief Executive Officer and Chief
Financial Officer. This Code of Ethics is filed herewith as an
exhibit.
Compliance with Section
16(a) of the Exchange Act
Section
16(a) of the Securities Exchange Act of 1934 requires the Company's officers and
directors, and persons who own more than 10 percent of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (SEC). Officers,
directors, and greater than 10 percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
To the
Company's knowledge, based solely on a review of the copies of such reports
furnished to the Company, all reports under Section 16(a) required to be filed
by its officers and directors and greater than ten percent beneficial owners
were timely filed as of the date of this filing.
Item 10.
Executive
Compensation.
Compensation of Executive
Officers
The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the fiscal
years ended December 31, 2007 and 2006 in all capacities for the accounts of our
executives, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):
SUMMARY
COMPENSATION TABLE
Name
and Principal Position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity Incentive Plan
Compensation ($)
|
|
|
Non-Qualified
Deferred Compensation Earnings
|
|
|
|
|
|
|
Steven
A. Weaver
|
|
|
2007
|
|
|
39,000
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
39,000
|
|
Sheldon
Gold
|
|
|
2007
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
0
|
|
Sheldon
Gold
|
|
|
2006
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
0
|
|
Nadine
Sullivan
|
|
|
2006
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
0
|
Employment
Agreements
The Company has entered into an
employment agreement with Steven Weaver, pursuant to which Mr. Weaver was
appointed as our Chief Executive Officer and Chief Financial Officer. Mr. Weaver
shall receive an annual salary of $150,000, along with other benefits as
customarily provided by the Company.
Compensation of
Directors
For the fiscal year ended
December 31, 2007, we did not compensate our directors for their services.
Item 11.
Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder
Matters.
The following table sets forth
certain information regarding the ownership of our capital stock, as of May 13,
2008, for: (i) each director; (ii) each person who is known to us to be the
beneficial owner of more than 5%of our outstanding common stock; (iii) each of
our executive officers named in the Summary Compensation Table; and (iv) all of
our current executive officers and directors of as a group. Except as otherwise
indicated in the footnotes, all information with respect to share ownership and
voting and investment power has been furnished to us by the persons listed.
Except as otherwise indicated in the footnotes, each person listed has sole
voting power with respect to the shares shown as beneficially
owned.
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
Halston
Capital, Ltd.
|
4,000,000
|
65.8%
|
|
|
|
|
|
|
Common
Stock
|
All
executive officers and directors as a group
|
0
|
0%
|
|
|
|
|
|
(1)The
percent of class is based on 6,075,000 shares of common stock issued and
outstanding as of May 13, 2008.
Item 12.
Certain Relationships and Related
Transactions.
We
neither own nor lease any real or personal property. Our officer and director
provides office space and services without charge. Such costs are immaterial to
the financial statements and accordingly, have not been reflected therein. Our
officer and director is involved in other business activities and may, in the
future, become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. We have not formulated a
policy for the resolution of such conflicts. The loss of the services our
officer and director may have a negative impact on the further development of
the business.
Since
inception, we have received $14,965 in advances from our current principal
stockholder, Halston Capital, Ltd.
Item 13.
Exhibits.
|
Exh
ibit No.
|
Title of
Document
|
Location
|
|
|
|
|
|
10.1
|
Employment
Agreement between Steven Weaver and the Company
|
Filed
herewith
|
|
|
|
|
|
14
|
Code
of Ethics
|
Filed
herewith
|
|
|
|
|
|
31.1
|
Certification
of Chief Executive Officer Pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934
|
Filed
herewith
|
|
|
|
|
|
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
|
Filed
herewith
|
Item 14.
Principal Accounting Fees
and Services.
Audit
Fees
For our fiscal year ended December 31, 2007, we
were billed approximately $6,500 for professional services rendered for the
audit and reviews of our financial statements. For our fiscal year ended
December 31, 2006, we were billed approximately $6,150 for professional services
rendered for the audit and reviews of our financial statements.
Tax Fees
For our fiscal years ended
December 31, 2007 and 2006, we were not billed for professional services
rendered for tax compliance, tax advice, and tax planning.
All Other
Fees
The Company did not incur any
other fees related to services rendered by our principal accountant for the
fiscal years ended December 31, 2007 and 2006.
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.
|
Eco
Depot, Inc.
|
|
|
|
|
By:
|
/s/ Steven
Weaver
|
|
|
STEVEN
WEAVER
|
|
|
Chief
Executive Officer,
Chief
Financial Officer
|
|
|
|
|
Date:
|
May
13, 2008
|
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/
Steven Weaver
|
|
Chief
Executive Officer,
|
|
May
13, 2008
|
|
STEVEN
WEAVER
|
|
Chief
Financial Officer
|
|
|
|
|
|
|
|
|
10