ESG INC. You should read the following discussion together with our financial statements and the related notes included elsewhere in this Annual Report. This discussion contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ materially from those we currently anticipate as a result of many factors.
Forward Looking Statements
Some of the information in this section contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as "may," "will," "expect," "anticipate," "believe," "estimate" and "continue," or similar words. You should read statements that contain these words carefully because they:
? discuss our future expectations;
? contain projections of our future results of operations or of our financial
condition; and
? state other "forward-looking" information.
We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors.
Summary of Business
We are an emerging cold plasma application company. We intend to use our
proprietary, cold plasma technology to treat crop and plant seeds for
agriculture. Plasma is called the fourth state of matter after gas, solid, and
liquid. Sir
Although the favorable characteristics of our plasma process have been supported by our own internal testing, the results have not been corroborated by third-party, independent tests.
Our principal office address is
We were incorporated on
- Acquired the technology relating to the cold plasma application,
- Completed the private placement of 1,300,000 shares of our common stock at a
price of
- Initiated contact with an agriculture department at a large university in
Pennsylvania , -19-
- Completed the design of our initial test and commercial plasma units,
- Completed the draft documentation for our patent application, and
- Began collaborating with the Chinese company to apply our technology to Chinese
grown herbs and teas.
As stated above, we were recently incorporated and thus have a limited operating history. Since inception, we have experienced an operating loss and our auditor has issued an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.
We qualify as an "emerging growth company" within the meaning of the federal securities laws. For as long as we are an emerging growth company, we will not be required to comply with the requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an emerging growth company.
RESULTS OF OPERATIONS
Fiscal Year ended
For the year ended
For the year ended
We will continue to explore and advance the potential collaborations with
agriculture departments of large universities within the
PLAN OF OPERATIONS
As one of key researchers and founders passed away, we delay our plan of operations but we will continue the execution of our Plan of Operations for the next 12 months as described below.
90 days following this filing. During this period, we will continue to explore
and advance the potential collaborations with agriculture departments of large
universities within the
The total costs of this period is
91-365 days following this filing. During this period, we intend to:
- manufacture two sets of equipment, one for test use and one for commercial use.
The estimated cost for test and commercial units are estimated to be
and
- install an initial workshop to be located at our premises. The estimated cost
is$2,000 . -20-
- hire an intern familiar with cold plasma to assist with our applications. The
estimated cost is
- hire a bookkeeper for our operations. The estimated cost is
for a total of
- maintain our public filings with the
estimated costs are
- file patents for our technology with the
estimated costs are
The estimated costs for the period is
The total estimated costs for the next 12 months as stated above is
LIQUIDITY AND CAPITAL RESOURCES
As of
Our primary uses of cash have been for operations. The main sources of cash have been from the private placement of our common stock. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:
? The need for additional equipment,
? Development of a Company website,
? Increases in advertising and marketing in order to attempt to generate more
revenues, and
? The cost of being a public company.
The Company believes that its cash on hand together with the loan availability
from
Summary of Significant Accounting Policies.
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles in
Basis of Presentation
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles in
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Use of 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Although these estimates are based on management's knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to our consolidated financial statements.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation. Major repairs and improvements that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Maintenance and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations.
The Company had property and equipment of
Depreciation, Amortization, and Capitalization
The Company records depreciation and amortization when appropriate using
straight-line balance method over the estimated useful life of the assets. The
Company establishes a capitalization policy for its assets based on the dollar
amount that is more than
The Company had depreciation expense of
Fair Value of Financial Instruments
ASC Topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets.
Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
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Impairment of Long-lived Assets
In accordance with FASB ASC 360-10, Accounting for the Impairment or Disposal of Long-lived Assets, long-lived assets such as property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other changes. The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flow to be generated by the asset.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and law. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Revenue Recognition
The Company will recognize revenue in accordance with ASC Topic 606 "Revenue Recognition". The Company recognizes revenue when products are fully delivered, or services have been provided and collection is reasonably assured.
Comprehensive Income
Comprehensive income is defined as all changes in stockholders' equity
(deficit), exclusive of transactions with owners, such as capital investments.
Compressive income includes net income or loss, changes in certain assets, and
liabilities that are reported directly in equity such as translation adjustments
on investments. In foreign subsidiaries and unrealized gains (losses) on
available-for-sale securities. As of
Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance with FASB ASC 260
"Earnings per Share". Basic loss per share is computed by dividing net income
(loss) available to common shareholders by the weighted average number of
outstanding shares during the period. Diluted income (loss) per share gives
effect to all dilutive potential common shares outstanding during the period.
Dilutive loss per share excludes all potential common shares if their effects is
anti-dilutive. As of
Stock-Based Compensation
Stock-based compensation is accounted for at the grant date fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Recent Accounting Pronouncements
As of
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