UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
(Mark One)
| S | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended January 31, 2012
| £ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________________ to _________________
Commission File No.: 001-32044
TODAYS ALTERNATIVE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 16-1576984 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
191 Post Road West,
Westport, Ct. 06880
(Address of principal executive offices)
Issuer’s telephone number: (888) 880-0994
Check whether the registrant filed all documents and reports required to be filed by Section 12, 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 x No ¨
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filter ¨ | Accelerated filter ¨ | |
| Non-accelerated filter ¨ | (Do not check if a smaller reporting company) | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes ¨ No x
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨
APPLICABLE ONLY TO CORPORATE ISSUERS
As of March 14, 2012, there were 28,132,081 shares of our common stock issued and outstanding.
Transitional Small Business Disclosure Format: Yes ¨ No x
Quarterly Report on Form 10-Q for the
Quarterly Period Ended January 31, 2012
Table of Contents
| Page | ||
| PART I. FINANCIAL INFORMATION | ||
| Item 1. Financial Statements | 3 | |
| Condensed Consolidated Balance Sheets as of January 31, 2012 (unaudited) and October 31, 2011: | 3 | |
| Condensed Consolidated Statements of Operations for the Three Months Ended January 31, 2012 and 2011 and for the Period From November 1, 2007 (inception of development stage) through January 31, 2012 (unaudited): | 4 | |
| Condensed Consolidated Statement of Stockholders’ Deficit for the Period from October 31, 2007 to January 31, 2012 (unaudited): | 5 | |
| Condensed Consolidated Statements of Cash Flows for the Three Months Ended January 31, 2012 and 2011 and for the Period From November 1, 2007 (inception of development stage) through January 31, 2012 (unaudited): | 6 | |
| Notes to Unaudited Condensed Consolidated Financial Statements January 31, 2012: | 7 | |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 12 | |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 16 | |
| Item 4. Controls and Procedures | 16 | |
| PART II. OTHER INFORMATION | ||
| Item 1. Legal Proceedings | 17 | |
| Item 1A Risk Factor | 17 | |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 17 | |
| Item 3. Defaults upon Senior Securities | 17 | |
| Item 4. Mine Safety Disclosures | 17 | |
| Item 5. Other Information | 17 | |
| Item 6. Exhibits | 17 | |
| Signatures | 18 | |
| CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 | ||
| CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 |
| 2 |
PART 1: FINANCIAL INFORMATION
ITEM 1 – FINANCIAL STATEMENTS
Todays Alternative Energy Corporation
(A Development Stage Company)
Condensed Consolidated Balance Sheets
| January 31, | October 31, | |||||||
| 2012 | 2011 | |||||||
| (unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 37,258 | $ | 44,245 | ||||
| Stock subscription receivable | - | 50,000 | ||||||
| Total current assets | 37,258 | 94,245 | ||||||
| Other assets: | ||||||||
| Security deposit | - | 7,478 | ||||||
| Other deposit | - | 41,522 | ||||||
| Total other assets | - | 49,000 | ||||||
| Total assets | $ | 37,258 | $ | 143,245 | ||||
| Liabilities and Stockholders' Deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 1,173,726 | $ | 1,118,910 | ||||
| Advances payable | 111,000 | 111,000 | ||||||
| Convertible notes payable (net of debt discount of $32,765 and $0 as of January 31, 2012 and October 31, 2011, respectively) | 1,465,780 | 1,429,965 | ||||||
| Total current liabilities | 2,750,506 | 2,659,875 | ||||||
| Long term portion of convertible notes payable (net of debt discount of $16,375 and $61,765 as of January 31, 2012 and October 31, 2011, respectively) | 13,625 | 38,130 | ||||||
| Stockholders' deficit: | ||||||||
| Preferred stock, $0.00001 par value, 10,000,000 shares authorized,10,000 shares of Series A issued and outstanding as of January 31, 2012 and October 31, 2011 and 69,000 shares of Series B issued and outstanding as of January 31, 2012 and October 31, 2011 | 1 | 1 | ||||||
| Common stock, $0.00001 par value, 1,000,000,000 shares authorized, 28,132,081 and 25,782,081 shares issued and outstanding as of January 31, 2012 and October 31, 2011, respectively | 281 | 258 | ||||||
| Common stock to be issued | 1 | 1 | ||||||
| Additional paid-in capital | 8,015,934 | 8,014,642 | ||||||
| Deficit accumulated from November 1, 2007 (inception of development stage) | (3,234,769 | ) | (3,061,341 | ) | ||||
| Accumulated deficit | (7,508,321 | ) | (7,508,321 | ) | ||||
| Total stockholders' deficit | (2,726,873 | ) | (2,554,760 | ) | ||||
| Total liabilities and stockholders' deficit | $ | 37,258 | $ | 143,245 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
Todays Alternative Energy Corporation
(A Development Stage Company)
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended January 31, | From Inception of Development Stage on November 1, 2007 Through January 31, | |||||||||||
| 2012 | 2011 | 2012 | ||||||||||
| Expenses: | ||||||||||||
| General and administrative expenses | $ | 126,179 | $ | 122,162 | $ | 2,098,984 | ||||||
| Total expenses | 126,179 | 122,162 | 2,098,984 | |||||||||
| Loss from operations | (126,179 | ) | (122,162 | ) | (2,098,984 | ) | ||||||
| Other expenses: | ||||||||||||
| Beneficial conversion feature expense | (12,625 | ) | (76,483 | ) | (670,135 | ) | ||||||
| Interest expense | (34,624 | ) | (29,353 | ) | (465,650 | ) | ||||||
| Total other expenses | (47,249 | ) | (105,836 | ) | (1,135,785 | ) | ||||||
| Net loss before provision for income taxes | (173,428 | ) | (227,998 | ) | (3,234,769 | ) | ||||||
| Provision for income taxes | - | - | - | |||||||||
| Net loss | $ | (173,428 | ) | $ | (227,998 | ) | $ | (3,234,769 | ) | |||
| Net loss per weighted average share - basic and diluted | $ | (0.01 | ) | $ | (0.10 | ) | ||||||
| Weighted average number of shares - basic and diluted | 27,823,929 | 2,249,279 | ||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
Todays Alternative Energy Corporation
(A Development Stage Company)
Condensed Consolidated Statement of Stockholders’ Deficit
(Unaudited)
| Preferred Stock Series A and B | Common Stock | |||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Common Stock to be Issued | Additional Paid in Capital | Deficit Accumulated During the Development Stage | Accumulated (Deficit) | Total Stockholders' (Deficit) | ||||||||||||||||||||||||||||
| Balance, October 31, 2007 | - | $ | - | 2,318 | $ | - | $ | - | $ | 5,866,870 | $ | - | $ | (7,508,321 | ) | $ | (1,641,451 | ) | ||||||||||||||||||
| Debt converted for shares | 800 | - | 106,560 | 106,560 | ||||||||||||||||||||||||||||||||
| Series A and common shares issued for services | 10,000 | 10 | 1,336 | - | 285,312 | 285,322 | ||||||||||||||||||||||||||||||
| Beneficial conversion feature | (55,990 | ) | (55,990 | ) | ||||||||||||||||||||||||||||||||
| Reclassification as a result of reincorporation | (10 | ) | 10 | - | ||||||||||||||||||||||||||||||||
| Net loss | (592,439 | ) | (592,439 | ) | ||||||||||||||||||||||||||||||||
| Balance, October 31, 2008 | 10,000 | $ | - | 4,454 | $ | - | $ | - | $ | 6,202,762 | $ | (592,439 | ) | $ | (7,508,321 | ) | $ | (1,897,998 | ) | |||||||||||||||||
| Shares issued in satisfaction of fraction shares resulting from 1-for-1,000 reverse stock split | 101 | - | - | |||||||||||||||||||||||||||||||||
| Debt converted for shares | 1,319,750 | 13 | 113,937 | 113,950 | ||||||||||||||||||||||||||||||||
| Shares issued for services | 6,555 | - | 66,818 | 66,818 | ||||||||||||||||||||||||||||||||
| Series B shares issued for legal settlement | 92,000 | 1 | 91,999 | 92,000 | ||||||||||||||||||||||||||||||||
| Beneficial conversion feature | 331,157 | 331,157 | ||||||||||||||||||||||||||||||||||
| Net loss | (927,207 | ) | - | (927,207 | ) | |||||||||||||||||||||||||||||||
| Balance, October 31, 2009 | 102.000 | $ | 1 | 1,330,860 | $ | 13 | $ | - | $ | 6,806,673 | $ | (1,519,646 | ) | $ | (7,508,321 | ) | $ | (2,221,280 | ) | |||||||||||||||||
| Debt converted for shares | 400,250 | 4 | 8,001 | 8,005 | ||||||||||||||||||||||||||||||||
| Shares issued for services | 385,455 | 4 | 134,996 | 135,000 | ||||||||||||||||||||||||||||||||
| Conversion of Series B shares for common shares | (12,000 | ) | 51,989 | 1 | (1 | ) | - | |||||||||||||||||||||||||||||
| Beneficial conversion feature | 269,608 | 269,608 | ||||||||||||||||||||||||||||||||||
| Contributed services by former officers | 394,679 | 394,679 | ||||||||||||||||||||||||||||||||||
| Accrued expenses forgiven by former officer | 1,666 | 1,666 | ||||||||||||||||||||||||||||||||||
| 15 shares of common stock to be issued to former officer | 1 | 1 | ||||||||||||||||||||||||||||||||||
| Net loss | (833,129 | ) | (833,129 | ) | ||||||||||||||||||||||||||||||||
| Balance, October 31, 2010 | 90,000 | $ | 1 | 2,168,554 | $ | 22 | $ | 1 | $ | 7,615,622 | $ | (2,352,775 | ) | $ | (7,508,321 | ) | $ | (2,245,450 | ) | |||||||||||||||||
| Debt converted for shares | 5,577,500 | 56 | 11,749 | 11,805 | ||||||||||||||||||||||||||||||||
| Shares issued for services rendered | 1,175,752 | 12 | 112,939 | 112,951 | ||||||||||||||||||||||||||||||||
| Common stock issued for cash and subscription receivable | 16,406,915 | 164 | 99,836 | 100,000 | ||||||||||||||||||||||||||||||||
| Beneficial conversion feature | 174,500 | 174,500 | ||||||||||||||||||||||||||||||||||
| Conversion of Series B shares for common shares | (11,000 | ) | 451,578 | 4 | - | (4 | ) | - | ||||||||||||||||||||||||||||
| Shares issued in satisfaction of fraction shares resulting from 1 for 20 reverse stock split | 1,782 | - | ||||||||||||||||||||||||||||||||||
| Net loss | (708,566 | ) | (708,566 | ) | ||||||||||||||||||||||||||||||||
| Balance, October 31, 2011 | 79,000 | $ | 1 | 25,782,081 | $ | 258 | $ | 1 | $ | 8,014,642 | $ | (3,061,341 | ) | $ | (7,508,321 | ) | $ | (2,554,760 | ) | |||||||||||||||||
| Debt converted for shares | 2,350,000 | 23 | 1,292 | 1,315 | ||||||||||||||||||||||||||||||||
| Net loss | (173,428 | ) | (173,428 | ) | ||||||||||||||||||||||||||||||||
| Balance, January 31, 2012 | 79,000 | $ | 1 | 28,132,081 | $ | 281 | $ | 1 | $ | 8,015,934 | $ | (3,234,769 | ) | $ | (7,508,321 | ) | $ | (2,726,873 | ) | |||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| 5 |
Todays Alternative Energy Corporation
(A Development Stage Company)
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended January 31, | From Inception of Development Stage on November 1, 2007 Through January 31, | |||||||||||
| 2012 | 2011 | 2012 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Net loss | $ | (173,428 | ) | $ | (227,998 | ) | $ | (3,234,769 | ) | |||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
| Depreciation and amortization | - | - | 3,570 | |||||||||
| Loss on disposition of fixed assets | - | - | 3,320 | |||||||||
| Beneficial conversion feature expense | 12,625 | 76,483 | 670,135 | |||||||||
| Shares issued for services rendered | - | - | 598,534 | |||||||||
| Shares issued for legal settlement | - | - | 92,000 | |||||||||
| Shares to be issued for officer’s compensation | - | - | 1 | |||||||||
| Shares issued for interest payment | - | - | 68,250 | |||||||||
| Write off of other assets | 49,000 | - | 49,000 | |||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Decrease in prepaid expenses | - | 488 | 2,000 | |||||||||
| Increase in other assets | - | (54,000 | ) | (49,000 | ) | |||||||
| Increase in due to officer | - | 2,399 | - | |||||||||
| Increase in accounts payable and accrued expenses | 54,816 | 91,372 | 775,909 | |||||||||
| Net cash used in operating activities | (56,987 | ) | (111,256 | ) | (1,021,050 | ) | ||||||
| Net cash used in investing activities | - | - | - | |||||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from advance payable | - | - | 111,000 | |||||||||
| Proceeds from notes payable | - | 144,500 | 891,194 | |||||||||
| Proceeds from sale of stock | 50,000 | - | 100,000 | |||||||||
| Payments of notes payable | - | - | (48,922 | ) | ||||||||
| Net cash provided by financing activities | 50,000 | 144,500 | 1,053,272 | |||||||||
| Net (decrease) increase in cash and cash equivalents | (6,987 | ) | 33,244 | 32,222 | ||||||||
| Cash and cash equivalents – beginning of period | 44,245 | 4,446 | 5,036 | |||||||||
| Cash and cash equivalents – end of period | $ | 37,258 | $ | 37,690 | $ | 37,258 | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||||||
| Interest paid | $ | - | $ | - | $ | - | ||||||
| Taxes paid | $ | - | $ | - | $ | - | ||||||
| NON CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||||||
| Contribution of accrued salaries by former officers | $ | - | $ | - | $ | 394,679 | ||||||
| Accrued expenses forgiven by former officer | $ | - | $ | - | $ | 1,666 | ||||||
| Debt converted to equity | $ | 1,315 | $ | 2,300 | $ | 175,185 | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
TODAYS ALTERNATIVE ENERGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JANUARY 31, 2012 AND 2011
NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Todays Alternative Energy Corporation (the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report filed with the SEC on Form 10-K. Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the unaudited condensed consolidated financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the fiscal year ended October 31, 2011 as reported in the 10-K have been omitted.
Principles of Consolidation
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Guaranteed Enzyme Miracle Corporation (“GEM”) and Bio-Extraction Services, Inc. (“BESI”). Significant inter-company accounts and transactions have been eliminated.
Nature of Business and History of Company
The Company’s business has two primary opportunities that it is developing. The Company has a green cleaning products business that is organized to use its scientific formulations to manufacture and sell a new line of powerful industrial strength environmentally friendly biodegradable cleaning products that contain natural non-toxic ingredients. The Company has a biodiesel business that is organized to use its extraction technology to convert waste cooking oil and grease into a biodiesel fuel ingredient that it intends to sell to biodiesel fuel producers. The Company’s biodiesel business is designed to reduce environmental issues associated with disposing of waste cooking oil and grease.
Corporate Changes
On April 19, 2010, holders of the majority of the voting power of the outstanding stock of Bio-Solutions Manufacturing, Inc. as of April 16, 2010, voted in favor of changing the Company’s name to Todays Alternative Energy Corporation. On June 9, 2010, the Company filed a certificate of amendment with the Secretary of State of Nevada in order to effect the name change.
On May 20, 2011, the Company filed a certificate of amendment to its Certificate of Incorporation with the Secretary of State of Nevada to effectuate a reverse stock split of the Company’s outstanding common stock on a 1 to 20 basis. Each holder of common stock received 1 share of the Company’s common stock for each 20 shares of the Company’s common stock held. Fractional shares were rounded up to the nearest whole share. All per share numbers quoted herein are reflective of the 1:20 reverse split. All common stock and related information have been retroactively restated.
Development Stage Company
As a result of impairing the value of the Company’s intangible assets, at October 31, 2007, the Company began implementing new plans to enter the biodiesel fuel market on November 1, 2007. As a result, the Company is a development stage enterprise, as defined by Accounting Standards Codification (the “Codification” or “ASC”) 915-10. The Company is devoting all of its present efforts in securing and establishing a new business, and its planned principle operations have not commenced, and, accordingly, no revenue has been derived during the organization period. From its inception of development stage through the date of these unaudited condensed consolidated financial statements, the Company has not generated any revenues and has incurred significant operating expenses. Consequently, its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from November 1, 2007 (the inception of development stage) through January 31, 2012, the Company has accumulated losses of $3,234,769.
| 7 |
Use of Estimates
The preparation of the unaudited condensed consolidated financial statement in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Loss per Share
Basic and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Potentially dilutive shares of common stock realizable from the conversion of our convertible debentures of 3,061,685,963 and 2,559,074,784, respectively at January 31, 2012 and 2011, are excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive.
Reclassifications
Certain reclassifications have been made in prior period's unaudited condensed consolidated financial statements to conform to classifications used in the current period.
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its unaudited condensed consolidated financial condition or the results of its operations.
Going Concern
The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. The Company has incurred losses since inception and has negative cash flows from operations. For the three months ended January 31, 2012, the Company has incurred net losses of $173,428 and has a stockholders’ deficit of $2,726,873 as of January 31, 2012. The future of the Company is dependent upon its ability to obtain additional equity or debt financing and upon future successful development and marketing of the Company’s products and services. Although the Company may pursue additional financing, there can be no assurance that the Company will be able to secure such financing or obtain financing on terms beneficial to the Company. Failure to secure such financing may result in the Company’s inability to continue as a going concern and the impairment of the recorded long lived assets.
As of January 31, 2012, the Company’s Chief Executive Officer was its sole employee. To conserve cash, minimize borrowing and minimize overhead costs, the Company is outsourcing certain administrative and operating activities under an arrangement that allows it to pay for the services with shares of the Company’s common stock. The Company continues to need to borrow cash from time to time in order to pay its operating costs while it seeks substantial financing needed to generate sales from its Biodiesel Division and Cleaning Division. The Company anticipates future losses from operations as a result of ongoing overhead expenses incurred while it attempts to resume selling activities.
These unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classifications of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
| 8 |
NOTE 2 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses are comprised of the following:
| January 31, 2012 | October 31, 2011 | |||||||
| (unaudited) | ||||||||
| Accounts payable | $ | 7,245 | $ | 5,053 | ||||
| Salaries | 59,298 | 59,298 | ||||||
| Interest | 549,136 | 514,512 | ||||||
| Payroll taxes | 49,251 | 49,251 | ||||||
| Professional fees | 192,590 | 174,590 | ||||||
| Old accounts payable | 296,908 | 296,908 | ||||||
| Others | 19,298 | 19,298 | ||||||
| Total | $ | 1,173,726 | $ | 1,118,910 | ||||
NOTE 3 – ADVANCE PAYABLE
As of January 31, 2012, the Company owed $111,000 to a note holder for cash advanced to the Company for operating purposes. The advance accrues interest at 10% per annum and is repayable on demand.
NOTE 4 – CONVERTIBLE NOTES PAYABLE
| January 31, 2012 (unaudited) | October 31, 2011 | |||||||
| Convertible notes payable: | ||||||||
| Convertible promissory note (a) | $ | 1,199,020 | $ | 1,199,020 | ||||
| Convertible promissory note (b) | 400 | 400 | ||||||
| Convertible promissory note (c) | 32,445 | 33,645 | ||||||
| Convertible promissory note (d) | 29,780 | 29,895 | ||||||
| Convertible promissory note (e) | 40,000 | 40,000 | ||||||
| Convertible promissory note (f) | 30,000 | 30,000 | ||||||
| Convertible promissory note (g) | 196,900 | 196,900 | ||||||
| 1,528,545 | 1,529,860 | |||||||
| Less: unamortized discount on debt | (49,140 | ) | (61,765 | ) | ||||
| 1,479,405 | 1,468,095 | |||||||
| Less: current portion | (1,465,780 | ) | (1,429,965 | ) | ||||
| Long term debt | $ | 13,625 | $ | 38,130 | ||||
| a) | Under a loan agreements and corresponding secured convertible promissory notes dated November 29, 2006, the Company’s third party lender may, in its sole and absolute discretion, loan the Company up to an aggregate total of $2,000,000. In May 2008, the conversion price was amended to provide a fixed conversion price of $0.001 per share. In addition, the note holder cannot convert any principal or interest under the notes to the extent that such conversion would require the Company to issue shares of its common stock in excess of its authorized and unissued shares of common stock. Each note accrues interest at an annual rate of eight percent (8%) and is payable on demand. |
| b) | On July 14, 2009, an unrelated third party investor acquired an interest in the November 29, 2006 loan agreement from the existing lender, since which the investor has made various conversions to the principal and interest outstanding. | |
| c) | On May 26, 2010, unrelated third party investors acquired an interest in the November 29, 2006 loan agreement from the existing lender, since which the investors have made various conversions to the principal and interest outstanding. During the three months ended January 31, 2012, the note holder converted $1,200 of note principal into 1,200,000 shares of Company common stock valued at $0.001 per share. | |
| d) | On December 24, 2010, the Company sold and issued a convertible promissory note in the aggregate principal amount of $30,000 to a certain investor. The note matures on the two-year anniversary of the date of issuance and accrues interest at an annual rate of ten percent (10%). The note is payable in full on the maturity date unless previously converted into shares of Company common stock at a conversion price of $0.0001 per share. The Company recognized and measured an aggregate of $30,000 of the proceeds, which is equal to the intrinsic value of the imbedded beneficial conversion feature, to additional paid in capital and a discount against the note issued, with the discount being amortized over the note’s two-year term. During the three months ended January 31, 2012, the note holder converted $115 of note principal into 1,150,000 shares of Company common stock valued at $0.0001 per share. |
| 9 |
| e) | On January 25, 2011, the Company sold and issued a convertible promissory note in the aggregate principal amount of $40,000 to a certain investor. The note matures on the two-year anniversary of the date of issuance and accrues interest at an annual rate of ten percent (10%). The note is payable in full on the maturity date unless previously converted into shares of Company common stock at a conversion price of $0.0001 per share. The Company recognized and measured an aggregate of $40,000 of the proceeds, which is equal to the intrinsic value of the imbedded beneficial conversion feature, to additional paid in capital and a discount against the note issued, with the discount being amortized over the note’s two-year term. | |
| f) | On February 25, 2011, the Company sold and issued a convertible promissory note in the aggregate principal amount of $30,000 to a certain investor. The note matures on the two-year anniversary of the date of issuance and accrues interest at an annual rate of ten percent (10%). The note is payable in full on the maturity date unless previously converted into shares of Company common stock at a conversion price of $0.0001 per share. The Company recognized and measured an aggregate of $30,000 of the proceeds, which is equal to the intrinsic value of the imbedded beneficial conversion feature, to additional paid in capital and a discount against the note issued, with the discount being amortized over the note’s two-year term. | |
| g) | On October 7, 2011, unrelated third party investors acquired an interest in the November 29, 2006 loan agreement from the existing lender, since which an investor has converted $3,100 of note principal outstanding into 3,100,000 shares of Company common stock. |
Beneficial conversion feature expenses of $12,625 and $76,483 were recorded in the three months ended January 31, 2012 and 2011, respectively and $670,135 was recorded from November 1, 2007 (the inception of development stage) through January 31, 2012, all of which were attributed to these loan agreements.
NOTE 5 - EQUITY TRANSACTIONS
Common Stock
During the three months ended January 31, 2012, the Company issued 2,350,000 shares of common stock upon conversion of convertible promissory notes.
As of January 31, 2012 and October 31, 2011, there were 28,132,081 and 25,782,081 shares of Company common stock issued and outstanding, respectively.
Warrants and Options
During the three months ended January 31, 2012 and 2011, the Company did not issue any stock warrants or options. As of January 31, 2012, no warrants or options are outstanding.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
Operating Leases
In October 2010, the Company negotiated a 64 month lease agreement for a 14,833 square foot facility in San Antonio, Texas. The lease contains real estate tax and operating escalations and a termination option after the third year. Monthly rental payments start five months after completion of leasehold improvements to the facility and receipt of a certificate of occupancy. In June 2011, the landlord informed the Company of an approximately $100,000 increase in anticipated costs to build the manufacturing facility. The Company rejected the landlord’s revised plans and does not plan to go forward with the lease on the present terms. The landlord objects to the Company’s rejection of the new lease terms and seeks to go forward with the lease. In connection with terminating the facility project, the Company wrote off a $7,478 security deposit and a $41,522 development cost deposit. The Company is currently reviewing other options on how to proceed with growing the GEM products business.
| 10 |
Rent expense for the three months ended January 31, 2012 and 2011 was $550 and $0, respectively.
Lawsuit
On October 20, 2011, Indeglia & Carney (“Indeglia”) commenced an action in the Superior Court of California against the Company alleging causes of actions for breach of contract and account stated arising from legal fees allegedly owed Indeglia by the Company and seeking $132,111.52 from the Company. On December 9, 2011, Indeglia filed a Request for Entry of Default with the Court. On March 5, 2012, the Company filed its Verified Answer, a Motion to set aside the Request for Entry of Default and a Cross Complaint. A case management hearing is scheduled for March 21, 2012. The Company disputes the allegations of the complaint, opposes the Request for Entry of Default and intends to vigorously defend the action.
Payroll taxes
At January 31, 2012, the Company is delinquent with remitting payroll taxes of $70,182, including estimated penalties and interest. The Company has recorded the delinquent payroll taxes, which are included in accrued expenses on the balance sheet. Although the Company has not entered into any formal repayment agreements with the respective tax authorities, management plans to make payment as funds become available. Penalties and interest amounts are subject to increase based on a number of factors that can cause the estimated liability to increase further.
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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in this report. This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The statements contained in this report that are not historic in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “estimates,” “believes,” or “plans” or comparable terminology are forward-looking statements based on current expectations and assumptions.
Various risks and uncertainties could cause actual results to differ materially from those expressed in forward-looking statements. Factors that could cause actual results to differ from expectations include, but are not limited to, those set forth under the section “Risk Factors” set forth in this report.
The forward-looking events discussed in this report, the documents to which we refer you and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us. For these statements, we claim the protection of the “bespeaks caution” doctrine. All forward-looking statements in this document are based on information currently available to us as of the date of this report, and we assume no obligation to update any forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.
General
Todays Alternative Energy Corporation (the “Company” or “we”) is a development stage company. Our business has two primary opportunities that we are developing. We have a green cleaning products business that is organized to use our own scientific formulations to manufacture and sell a new line of industrial strength environmentally friendly biodegradable cleaning products that contain natural non-toxic ingredients. We have a biodiesel business that is organized to use our extraction technology to convert waste cooking oil and grease into a biodiesel fuel ingredient that we intend to sell to biodiesel fuel producers. Our biodiesel business is designed to reduce environmental issues associated with disposing of waste cooking oil and grease. We are expanding our strategy beyond our current technology and positioning the Company to find new ways to produce biofuels feedstock to gain a share of forecasted growth in demand for biofuels.
On June 9, 2010, we changed our name from “Bio Solutions Manufacturing, Inc.” to “Todays Alternative Energy Corporation” to better reflect the direction of our business.
On July 1, 2010, we announced plans to brand our new line of industrial strength, environmentally friendly biodegradable cleaning products with the GEM name, a Company-owned brand. The GEM brand name and the accompanying tagline, "Guaranteed Enzyme Miracle," call attention to the natural enzymes and other eco-friendly industrial strength ingredients in GEM cleansers that safely and quickly remove oil, grease and other stains. GEM products contain no ammonia, phosphates, dyes, artificial scents or toxins, and are biodegradable. GEM products are designed to enter a large expanding market for green cleaners through direct marketing and retail sales.
On October 6, 2010, we formed Guaranteed Enzyme Miracle Corporation, a Texas corporation, to operate our green cleaning products business.
On May 20, 2011, the Company filed a certificate of amendment to its Articles of Incorporation with the Secretary of State of Nevada to effectuate a reverse stock split of our outstanding common stock on a 1 to 20 basis. Each holder of common stock received 1 share of the Company’s common stock for each 20 shares of the Company’s common stock held. Fractional shares were rounded up to the nearest whole share. All per share numbers quoted herein are reflective of the 1:20 reverse split. All common stock and related information have been retroactively restated.
Our executive offices are located at 191 Post Road West, Westport, Connecticut 06880. Our telephone number is (888) 880-0994.
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Critical Accounting Policies
Our discussion and analysis of our financial conditions and results of operations is based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of financial statements requires managers to make estimates and disclosures on the date of the financial statements. On an on-going basis, we evaluate our estimates, including, but not limited to, those related to revenue recognition. We use authoritative pronouncements, historical experience, and other assumptions as the basis for making judgments. Actual results could differ from those estimates. We believe the following critical accounting policies affect our more significant judgments and estimates in the preparation of our unaudited condensed consolidated financial statements.
Going Concern
The unaudited condensed consolidated financial statements contained in this report have been prepared assuming that we will continue as a going concern. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. We have incurred losses since inception and have negative cash flows from operations. For the years ended October 31, 2011 and 2010, we incurred net losses of $708,566 and $833,129, respectively, and we have a stockholders’ deficit of $2,554,760 as of October 31, 2011. For the three months ended January 31, 2012 and 2011, we incurred net losses of $173,428 and $227,998, respectively, and we have a stockholders’ deficit of $2,726,873 as of January 31, 2012. Our future is dependent upon our ability to obtain additional equity or debt financing and upon future successful development and marketing of our products and services. Although we require additional financing, there can be no assurance that we will be able to secure such financing or obtain financing on terms beneficial to us. Failure to secure such financing may result in our inability to continue as a going concern and the impairment of the recorded long lived assets.
To conserve cash, minimize borrowing and minimize overhead costs, we are outsourcing certain administrative and operating activities under an arrangement that allows us to pay for the services with shares of our common stock. We continue to need to borrow cash from time to time in order to pay our operating costs while we seek substantial financing needed to generate sales from our Biodiesel Division and Cleaning Division. We anticipate future losses from operations as a result of ongoing overhead expenses incurred while we attempt to resume selling activities.
The unaudited condensed consolidated financial statements contained in this report do not include any adjustments relating to the recoverability and classifications of recorded assets, or the amounts and classification of liabilities that might be necessary in the event we cannot continue in existence.
Revenue Recognition
Sales are recorded at the time title passes to the customer, which, based on shipping terms, generally occurs when the product is shipped to the customer. Based on prior experience, we reasonably estimate our sales returns and warranty reserves and both are recorded when such reserve estimates are required. Due to lack of sales, there currently are no such reserves recorded for sales returns or warranty reserves. Sales are presented net of discounts and allowances.
Results of Continuing Operations
Basis of Presentation
The results of operations set forth below for the three months ended January 31, 2012 and 2011 and for the period from November 1, 2007 (inception of development stage) through January 31, 2012 are those of the continuing operations of Todays Alternative Energy Corporation which includes GEM and BESI on a consolidated basis.
| 13 |
The following table sets forth, for the periods indicated, certain selected unaudited financial data from continuing operations:
| Three Months Ended January 31, | From Inception of Development Stage on November 1, 2007 Through | |||||||||||
| 2012 | 2011 | January 31, 2012 | ||||||||||
| Net sales | $ | - | $ | - | $ | - | ||||||
| Cost of sales | - | - | - | |||||||||
| Gross profit | - | - | - | |||||||||
| Selling, general and administrative | 126,179 | 122,162 | 2,098,984 | |||||||||
| Operating loss | $ | 126,179 | $ | 122,162 | $ | 2,098,984 | ||||||
Comparison of the Three Months Ended January 31, 2012 and 2011
Net sales. Net sales from operations were $0 for the three months ended January 31, 2012 and 2011.
Selling, general, and administrative. Selling, general, and administrative expenses were $126,179 for the three months ended January 31, 2012 compared to $122,162 for the three months ended January 31, 2011. The increase of $4,017 or 3.3% was primarily due to an increase in expense associated with terminating the San Antonio, Texas facility development that was partially offset by decreases in professional fees and salaries.
Operating loss. Operating losses incurred were $126,179 for the three months ended January 31, 2012 compared to $122,162 for the three months ended January 31, 2011. The increase of $4,017 or 3.3% was primarily due to an increase in expense associated with terminating the San Antonio, Texas facility development that was partially offset by decreases in professional fees and salaries.
Beneficial conversion feature expense. Beneficial conversion features expense was $12,625 for the three months ended January 31, 2012 compared to $76,483 for the three months ended January 31, 2011. The decrease of $63,858 or 83.5% was primarily due to the reduction in new borrowings during the current three-month period.
Interest expense. Interest expense was $34,624 for the three months ended January 31, 2012 compared to $29,353 for the three months ended January 31, 2011. The increase of $5,271 or 18.0% was primarily due to our having a greater amount of outstanding borrowings during the current three-month period.
Liquidity and Capital Resources
We have financed our operations, acquisitions, debt service, and capital requirements through cash flows generated from debt financing, and issuance of equity securities. Our working capital deficit at January 31, 2012 was $2,713,248 and $2,565,630 at October 31, 2011. We had cash of $37,258 at January 31, 2012 and $44,245 as of October 31, 2011.
We used $56,987 of net cash in operating activities for the three months ended January 31, 2012 compared to $111,256 for the three months ended January 31, 2011. The decrease of $54,269 or 48.8% was primarily due to nonrecurring payments associated with the San Antonio, Texas facility made during the three months ended January 31, 2011.
Net cash flows used in investing activities was $0 for the three months ended January 31, 2012 and 2011.
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Net cash flows provided by financing activities was $50,000 for the three months ended January 31, 2012 compared to $144,500 for the three months ended January 31, 2011. The net cash provided by financing activities is from the proceeds from the sales of our common stock and advances payable used to fund our operations.
Loan Agreement
On November 29, 2006, we entered into two separate loan agreements with certain lenders that provided for the potential for us to borrow up to $1,000,000 under each loan agreement. Under the loan agreements, the lenders received convertible promissory notes in the aggregate principal amounts of $164,000, $537,955 and $264,625, respectively, for loans made prior to the November 29, 2006 loan agreements. As a result of subsequent agreements between the lenders, a single lender now holds both $1,000,000 loan agreements. The lender may, in its sole and absolute discretion, make additional loans to us, up to an aggregate total of $2,000,000. Borrowings under the loan agreements bear interest at the rate of eight percent (8%) per annum and are payable on demand. Outstanding principal and accrued interest is also convertible into shares of our common stock at a fixed conversion rate of $0.001 per share as a result of a May 2008 amendment to the loan agreements. In addition, the lender cannot convert any principal or interest to the extent that such conversion would require us to issue shares of our common stock in excess of our authorized and unissued shares of common stock. The notes are secured by a first priority security interest in all of our assets. By their terms, the holder of the notes may not convert the notes to the extent such conversion would cause the holder to have acquired a number of shares of common stock that would exceed 4.99% of our then outstanding common stock. Since July 2009, third party investors have acquired $241,000 in principal under the loan agreement. We have reduced the amount of unpaid principal and interest under the loan agreement through issuances of our common stock in satisfaction of conversion requests.
On December 24, 2010, January 25, 2011 and February 25, 2011, we sold and issued convertible promissory notes in the aggregate principal amounts of $30,000, $40,000 and $30,000, respectively, to a certain investor. The notes mature on the two-year anniversary of the respective dates of issuance and accrue interest at an annual rate of ten percent. The notes are payable in full on the maturity dates unless previously converted into shares of our common stock at a conversion price of $0.0001 per share. The $100,000 in aggregate proceeds was used to fund the development of our business along with subsequent advances we received from a third party lender.
Capital Requirements
The report of our independent public accountants for the fiscal year ended October 31, 2011 states that we have incurred operating losses since inception and requires additional capital to continue operations, and that these conditions raise substantial doubt about our ability to continue as a going concern.
As of January 31, 2012, we had a working capital deficit of $2,713,248. Currently, we do not generate any revenues. To operate our biodiesel fuel ingredient production business, we need to construct or lease biodiesel plants and we will not generate any revenues from this business until we have established plants that are operational. The expected cost to build each biodiesel plant is $2.5 million and we do not have the capital to build such plants. In our green cleaning products business, we need to construct a production facility or we need to outsource production. In the meantime, we are not generating any revenues from this business. Our capital requirements will be significantly greater if we establish our own production facility as compared to outsourcing production to a contract manufacturer. We raised $100,000 from the sales of convertible notes to an investor during fiscal year ended October 31, 2011 and will need to raise the remaining funds needed through additional sales of securities. If we cannot raise additional debt and/or equity capital, we will be unable to generate any revenues.
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We believe that, as of the date of this report, our existing working capital and cash flows generated from operations will be insufficient to fund our plan of operations over the next 12 months, and accordingly, we will need to continue to obtain additional financing.
As set forth above, we have entered into a secured loan agreement with a third party lender, under which the lender, in its sole and absolute discretion, can lend to us up to $2,000,000. However, such loans are completely discretionary with the lender, and as of the date hereof, we have received no commitment from the lender to advance us additional funds under the terms of the loan agreement or under new terms. From April to January 2012, we obtained $111,000 of advances from the third party lender. We sold unsecured convertible notes to an investor and will need to sell additional unsecured convertible notes. As of the date hereof, we have received no firm commitment from investors to purchase additional securities from us.
In the event that our lenders do not advance us additional funds under the loan agreement and investors do not purchase additional unsecured convertible notes, we would need to seek additional debt or equity financing, strategic alliance, or a joint venture. Such additional financing, alliances, or joint venture opportunities might not be available to us, when and if needed, on acceptable terms or at all. If we are unable to obtain additional financing in sufficient amounts or on acceptable terms under such circumstances, our operating results and prospects could be adversely affected. In addition, any debt financings or significant capital expenditures require the written consent of our existing lenders.
We intend to retain any future earnings to retire debt, finance the expansion of our business and any necessary capital expenditures, and for general corporate purposes. The loan agreement with our lenders contains restrictions as to the payment of dividends.
Off-Balance Sheet Arrangements
None.
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4 – CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer, in the reports that it files or submits under the Exchange Act, is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Pursuant to Rule 13a-15(b) under the Exchange Act, the Company's management, consisting of Len Amato, the Company’s Chief Executive Officer who is also our Chief Financial Officer (“CEO/CFO”), carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the three months ended January 31, 2012. Based upon that evaluation, the Company's CEO/CFO concluded that the Company's disclosure controls and procedures are not effective to ensure that information requiring disclosure by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company’s CEO/CFO, as appropriate, to allow timely decisions regarding required disclosure.
CHANGES IN INTERNAL CONTROLS
Our management, consisting of our CEO/CFO, performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the three month period ended January 31, 2012. Based on that evaluation, our CEO/CFO concluded that no change occurred in the Company's internal controls over financial reporting during the three months ended January 31, 2012, that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.
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PART II: OTHER INFORMATION
ITEM 1 – LEGAL PROCEEDINGS
On October 20, 2011, Indeglia & Carney (“Indeglia”) commenced an action in the Superior Court of California against the Company alleging causes of actions for breach of contract and account stated arising from legal fees allegedly owed Indeglia by the Company and seeking $132,111.52 from the Company. On December 9, 2011, Indeglia filed a Request for Entry of Default with the Court. On March 5, 2012, the Company filed its Verified Answer, a Motion to set aside the Request for Entry of Default and a Cross Complaint. A case management hearing is scheduled for March 21, 2012. The Company disputes the allegations of the complaint, opposes the Request for Entry of Default and intends to vigorously defend the action.
ITEM 1A – RISK FACTORS
There have been no updates to our risk factors included in our most recent Annual Report on Form 10-K.
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended January 31, 2012 and through the date of filing, the Company issued 2,350,000 shares of common stock upon conversion of $1,315 principal amount of convertible promissory notes.
The above reference shares were issued in a transaction that was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Securities Act, which exempts transactions of an issuer not involving a public offering.
ITEM 3 – DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4 – MINE SAFETY DISCLOSURES.
Not Applicable.
ITEM 5 – OTHER INFORMATION
None.
ITEM 6 - EXHIBITS
| a. | (a) | The following exhibits are filed with this report. | |
| 31.1 | Certification pursuant to Sarbanes Oxley Section 302. | ||
| 32.1 | Certification pursuant to 18 U.S. C. Section 1350. | ||
| 17 |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: March 14, 2012 | /s/ Len Amato |
| By: Len Amato | |
|
Its: Chief Executive Officer, President, Chief Financial Officer and Director (Principal Executive Officer and Principal Financial and Accounting Officer) |
| 18 |
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Len Amato, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Todays Alternative Energy Corporation for the three months ended January 31, 2012.
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 controls 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 interim 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;
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 that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
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 controls over financial reporting.
| Dated: March 14, 2012 | /s/ Len Amato |
| By: Len Amato | |
|
Its: Chief Executive Officer, President, Chief Financial Officer and Director (Principal Executive Officer and Principal Financial and Accounting Officer) |
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
In connection with the Quarterly Report of Todays Alternative Energy Corporation (the "Company") on Form 10-Q for the period ended January 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Len Amato, Chief Executive Officer, President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: March 14, 2012 | /s/ Len Amato |
| By: Len Amato | |
|
Its: Chief Executive Officer, President, Chief Financial Officer and Director (Principal Executive Officer and Principal Financial and Accounting Officer) |
|
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jan. 31, 2012
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| ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 2 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses are comprised of the following:
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