-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BOPqXB6ihacGjN8rjSSgLvOa2vxfXI+sYWwbmNnLdj+iYIC1FFJbD1/wVh30U1bM 31MhbSdZBZ/nj5nEIl4sog== 0001078782-02-000140.txt : 20020515 0001078782-02-000140.hdr.sgml : 20020515 20020515170026 ACCESSION NUMBER: 0001078782-02-000140 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020331 FILED AS OF DATE: 20020515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMISSION CONTROL DEVICES INC CENTRAL INDEX KEY: 0001114977 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 84098940 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-30689 FILM NUMBER: 02653477 BUSINESS ADDRESS: STREET 1: 8612 WILKINSON BLVD STREET 2: SUITE CITY: CHARLOTTE STATE: NC ZIP: 28214 BUSINESS PHONE: 7043924188 MAIL ADDRESS: STREET 1: 8612 WILKINSON BLVD STREET 2: SUITE CITY: CHARLOTTE STATE: NC ZIP: 28214 FORMER COMPANY: FORMER CONFORMED NAME: HOLOGRAPHIC SYSTEMS INC DATE OF NAME CHANGE: 20000522 10QSB 1 ecd302qsb.htm MARCH 31, 2002 10-QSB

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-QSB

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2002

( ) 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: 0-30689

EMISSION CONTROL DEVICES, INC.

(Exact name of registrant as specified in charter)
Nevada 84-0989940
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer I.D. No.)

4685 S. Highland Dr. Suite 202, Salt Lake City, UT 84117

(Address of principal executive offices) (Zip Code)

Issuer's telephone number, including area code: 801-274-1011

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. (1) Yes [X] No [ ] (2) Yes [X] No [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d)of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the last practicable date.

Class Outstanding as of March 31, 2002

Common Stock, $0.001 11,486,964

Transitional Small Business Format: Yes [ ] No [X]

Documents incorporated by reference: None

FORWARD-LOOKING INFORMATION

THIS FORM 10QSB AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY THE COMPANY OR ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH MAY CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, 15 U.S.C.A. SECTIONS 77Z-2 AND 78U-5. THOSE STATEMENTS INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF THE COMPANY AND MEMBERS OF ITS MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED.

PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY KNOWN TO MANAGEMENT THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN FORWARD- LOOKING STATEMENTS ARE SET FORTH HEREIN. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO FUTURE OPERATING RESULTS OVER TIME.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying balance sheets of Emission Control Devices, Inc. (a development stage company) at March 31, 2002 and December 31, 2001, and the statements of operations for the three month periods ended March 31, 2002 and 2001 and the period from November 9, 2000 to March 31, 2002, and the cash flows for the three months ended March 31, 2002 and 2001, and the period from November 9, 2000 to March 31, 2002, have been prepared by the Company's management in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the quarter ended March 31, 2002 are not necessarily indicative of the results that can be expected for the year ending December 31, 2002.
EMISSION CONTROL DEVICES, INC. AND SUBSIDIARY
( Development Stage Company )
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, December 31,
2002 2001
ASSETS
CURRENT ASSETS
Current Assets
Cash $ - $ -
__________ __________
Total Current Assets - -
__________ __________
$ - $ -
========= =========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ - $ -
__________ __________
Total Current Liabilities - -
__________ __________
STOCKHOLDERS' EQUITY
Common stock 100,000,000 shares authorized, $.001 par value, 11,486,964 shares issued and outstanding

11,487


11,487
Capital in excess of par value (6,177) (6,177)
Retained earnings (deficit) accumulated during the development stage (5,310) (5,310)
__________ __________
Total Stockholders' Deficiency $ - $ -
__________ __________
$ - $ -
======== ========

The accompanying notes are an integral part of these unaudited condensed financial statements.

EMISSION CONTROL DEVICES, INC. AND SUBSIDIARY
(Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended March 31, 2002 Three Months Ended March 31, 2001 November 9, 2000 to March 31, 2002
REVENUE $ - $ 1,089 $ 1,089
__________ __________ __________
EXPENSES: - 22 6,399
__________ __________ __________
NET INCOME (LOSS) $ - $ 1,067 $(5,310)
========= ========= =========
NET LOSS PER COMMON SHARE $ - $ -
__________ __________
AVERAGE OUTSTANDING SHARES
Basic (stated in 1000's) 11,487 11,487
__________ __________

The accompanying notes are an integral part of these unaudited condensed financial statements.

EMISSION CONTROL DEVICES, INC. AND SUBSIDIARY
(Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended March 31, 2002 For the Three Months Ended March 31, 2001 November 9, 2000 to March 31, 2002
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ - $1,067 $ (5,310)
Adjustments to reconcile net loss to net cash used by operating activities:
Changes in accounts payable - - -
__________ __________ __________
Net Cash Provided (Used) by Operating Activities - 1,067 (5,310)
__________ __________ __________
CASH FLOWS FROM INVESTING ACTIVITIES - - -
__________ __________ __________
Net Cash Used by Investing Activities - - -
__________ __________ __________
CASH FLOWS FROM FINANCING ACTIVITIES
Contributions to capital - related parties - - 4,310
Proceeds from issuance of common capital stock - - 1,000
__________ __________ __________
Net Cash (Used) by Financing Activities - - -
__________ __________ __________
Net Increase in Cash - 1,067 -
Cash at Beginning of Period - 947 -
__________ __________ __________
Cash at End of Period $ - $2,014 $ -
========= ========= =========
NON CASH FLOWS FROM OPERATING AND FINANCING ACTIVITIES
Contributions to capital - expenses - related parties $7,367
Settlement of debt - related parties $151,865
Issuance of common stock for services - related parties $ 1,800

The accompanying notes are an integral part of these unaudited condensed financial statements.

EMISSION CONTROL DEVICES, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

==========================================================================
1. ORGANIZATION

The Company was incorporated under the laws of the State of Colorado on May 16, 1985 with the name of "Mountain Ashe, Inc." with authorized common stock of 100,000,000 shares with a par value of $0.0001. On September 23, 1987 the name was changed to "Holographic Systems, Inc." and on February 7, 2000 the domicile was changed to the state of Nevada in connection with a change in par value to $0.001. On January 22, 2001 the Company changed its name to Emission Control Devices, Inc. as a part of the acquisition of all of the outstanding stock of Emission Control Devices, Inc. (a North Carolina corporation). Note 3

On February 7, 2000 the Company completed a reverse common stock split of one share for 20 outstanding shares. This report has been prepared showing after stock split shares with a par value of $.001 from inception.

The Company had been in the business of marketing PC computers and accessories and during 1997 ceased operations and after 1996 the Company is considered to be a development stage company.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The Company recognizes income and expenses based on the accrual method of accounting.

Dividend Policy

The Company has not adopted a policy regarding payment of dividends.

Income Taxes

At March 31, 2002 the Company had a net operating loss carry forward of $5,310. The income tax benefit of $1,593 from the loss carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is undeterminable since the Company has no operations. The loss carryover will expire in 2022.

Earnings (Loss) Per Share

Earnings (loss) per share amounts are computed based on the weighted average number of common shares actually outstanding, after stock splits.

EMISSION CONTROL DEVICES, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

==========================================================================

Financial Instruments

The carrying amounts of financial instruments are considered by management to be their estimated fair values.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

Principals of Consolidation

The consolidated financial statements shown in this report excludes the historical operating information of the parent before December 31, 2000, and includes the operating information of the subsidiary from its inception.

All intercompany transactions have been eliminated.

Comprehensive Income

The Company adopted Statement of Financial Accounting Standards No. 130. The adoption of this standard had no impact on the total stockholder's equity.

Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.



EMISSION CONTROL DEVICES, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

==========================================================================

3. ACQUISITION OF ALL OUTSTANDING STOCK OF EMISSION CONTROL DEVICES, INC.

On December 31, 2000 the Company (parent) completed the acquisition of all the outstanding stock of Emission Control Devices, Inc. (subsidiary), by a stock for stock exchange in which the stockholders of the subsidiary received 10,000,000 shares of the parent representing 91% of the outstanding stock of the parent. For reporting purposes, the acquisition is treated as an acquisition of the parent by the subsidiary (reverse acquisition) and a recapitalization of the subsidiary. The historical operating information prior to December 31, 2000 is that of the subsidiary. The only asset owned by the subsidiary is a license agreement described below. No good will was recognized from the acquisition.

The subsidiary was organized in the state of North Carolina on November 9, 2000 for the purpose of developing and marketing an exclusive licensing agreement, obtained from a related party, covering an emission control device.

4. GOING CONCERN

The Company will need additional working capital for its planned activity.

Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding and long term financing which will enable the Company to operate for the coming year.

5. RELATED PARTY TRANSACTIONS

Related parties have acquired 93% of the outstanding common capital stock.

ITEM 2. PLAN OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

Plan of Operation

The Company held two licenses that were assigned from Unlimited Technologies International, Inc. covering motorcycle emission control devices and industrial forklift emission control devices. The license covering industrial fork lifts (South Industrial Equipment d/b/a/ Envirolift) was the only license that resulted in any sales, However, the sales that were generated pursuant to the forklift application were booked by Unlimited Technologies International, Inc., a private company, with which the Company shared office and manufacturing space. The Company intended to transition operations and sales from Unlimited Technologies International, Inc, to the Company, but this did not occur. As a result, the Company ceased operations in the emission devices industry in March 2002.

The Company is seeking to acquire assets or shares of an entity actively engaged in business which generates revenues. The Company has no particular acquisitions in mind and has not entered into any negotiations regarding such an acquisition. None of the Company's officers, directors, promoters or affiliates have engaged in any substantive contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger between the Company and such other company as of the date of this quarterly report. The Board of Directors intends to obtain certain assurances of value of the target entity's assets prior to consummating such a transaction. Any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to present stockholders of the Company.

The Company has, and will continue to have, no capital with which to provide the owners of business opportunities with any significant cash or other assets. However, management believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. The owners of the acquisition candidate will, however, incur significant legal and accounting costs in connection with the acquisition of a business opportunity, including the costs of preparing Form 8-K's, 10-KSB's, 10-QSB's, agreements and related reports and documents.

Liquidity and Capital Resources

The Company remains in the development stage and has experienced no significant change in liquidity or capital resources or stockholder's equity since re-entering the development stage. The Company's balance sheet as of March 31, 2002, reflects a total asset value of $0.00. The Company has no cash or line of credit, other than that which present management may agree to extend to or invest in the Company, nor does it expect to have one before a merger is effected. The Company will carry out its plan of business as discussed above. The Company cannot predict to what extent its liquidity and capital resources will be diminished prior to the consummation of a business combination or whether its capital will be further depleted by the operating losses (if any) of the business entity which the Company may eventually acquire.

Results of Operations

During the period from January 1, 2002 through March 31, 2002, the Company has engaged in no significant operations other than maintaining its reporting status with the SEC and seeking a business combination. No revenues were received by the Company during this period.

For the current fiscal year, the Company anticipates incurring a loss as a result of legal and accounting expenses, and expenses associated with locating and evaluating acquisition candidates. The Company anticipates that until a business combination is completed with an acquisition candidate, it will not generate revenues, and may continue to operate at a loss after completing a business combination, depending upon the performance of the acquired business.

Need for Additional Financing

Based upon current management's willingness to extend credit to the Company and/or invest in the Company until a business combination is completed, the Company believes that its existing capital will be sufficient to meet the Company's cash needs required for the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended, and for the costs of accomplishing its goal of completing a business combination, for an indefinite period of time. Accordingly, in the event the Company is able to complete a business combination during this period, it anticipates that its existing capital will be sufficient to allow it to accomplish the goal of completing a business combination. There is no assurance, however, that the available funds will ultimately prove to be adequate to allow it to complete a business combination, and once a business combination is completed, the Company's needs for additional financing are likely to increase substantially. In addition, as current management is under no obligation to continue to extend credit to the Company and/or invest in the Company, there is no assurance that such credit or investment will continue or that it will continue to be sufficient for future periods.

Part II - Other Information

Item 1. Legal Proceedings

None; not applicable.

Item 2. Changes in Securities.

None; not applicable.

Item 3. Defaults Upon Senior Securities.

None; not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

None; not applicable.

Item 5. Other Information.

None; not applicable.

Item 6. Exhibits and Reports on Form 8-K.

No other exhibits were filed on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Emission Control Devices, Inc.

Date: May 15, 2001 By: /s/ Justeene Blankenship

Justeene Blankenship, President

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