What changed in this filing

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Item 1. Financial Statements

2010-09-21 compared with 2010-06-21 · 198 added, 210 removed, 128 unchanged (76% of the section changed)

Financial Statements.

Development Stage Company)

BALANCE SHEETS

July 31, 2010

October 31, 2009

Current Assets :

5 unchanged sentences

Other Assets :

AND STOCKHOLDERS' EQUITY/DEFICIENCY

Deferred financing

AND STOCKHOLDERS’ DEFICIENCY

Current Liabilities :

Accounts payable and accrued

Due to affiliates and

Notes payable

Total Current

Stockholders'

Equity/(Deficiency) :

Stockholders’ Deficiency :

stock, $0.001 par value;

10,000,000 shares;

stock, $0.001 par value;

103,290,741 and 86,941,013

shares, respectively

500,000,000 shares;

105,611,932 and 86,941,013 shares, respectively

Additional paid in

4 unchanged sentences

Total Stockholders’

Equity/Deficiency

LIABILITIES AND STOCKHOLDERS' EQUITY/DEFICIENCY

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

accompanying notes are an integral part of these financial

Development Stage Company)

the Three and Six Months Ending April 30, 2010 and 2009

From October 27, 2005 (inception) to April 30, 2010

the Three and Nine Months Ended July 31, 2010 and 2009

From October 27, 2005 (inception) to July 31, 2010

profit or (loss)

1 unchanged sentence

and development

income/(loss)

Income/(loss)

before income taxes

for income taxes

income/(loss)

(loss) per share, basic and diluted

per share, basic and diluted

average common shares outstanding

Comprehensive

currency translation income/(loss)

currency translation (loss)/income

Comprehensive

income/(loss)

accompanying notes are an integral part of these financial

1 unchanged sentence

OF CASH FLOWS

the Six Months Ending April 30, 2010 and 2009

From October 27, 2005 (inception) to April 30, 2010

Inception to April 30, 2010

the Nine Months Ended July 31, 2010 and 2009

From October 27, 2005 (inception) to July 31, 2010

July 31, 2010

CASH FLOWS FROM OPERATING

3 unchanged sentences

Depreciation and

Deferred financing

Common stock issued for

Changes in operating assets and

liabilitites:

(Increase)/decrease

8 unchanged sentences

of furniture and equipment

cash flows used in investing activities

cash used in investing activities

CASH FLOWS FROM FINANCING

received from sale of stock

paid-in capital

received from affiliates/shareholders

12 unchanged sentences

Development Stage Company)

the Three and Six Months Ending April 30, 2010 and 2009

From October 27, 2005 (inception) to April 30, 2010

the Three and Nine Months Ending July 31, 2010 and 2009

From October 27, 2005 (inception) to July 31, 2010

TO FINANCIAL STATEMENTS

ORGANIZATION AND DESCRIPTION OF BUSINESS

Corporation is a company that has, subsequent to the period covered by these

interim financial statements, migrated from the advanced development stage to an

operating company that offers strategic clean energy generation and sustainable

fuel supply projects to address the requirement for renewable and sustainable

source of power.

The Company has developed a unique supply of biomass

for use with gasification, combustion steam, Pyrolysis oil and pelleting

technologies to generate electricity.

The Company intends to use proprietary and

mixed biomass feedstock to implement sustainable supplies of clean

energy for regional, captive end users, mining companies and, through

government- or privately-owned power grid systems, other end users, including

private homes.

Company intends to address the needs of a cleaner, greener planet with an

Corporation is a company that is in the process of migrating from the advanced

development stage to an operating company that offers strategic clean energy

generation and sustainable fuel supply alternatives to address the world-wide

requirements for renewable and sustainable sources of power.

has developed a unique supply of biomass for use with gasification, combustion

steam, Pyrolysis oil and pelleting technologies to generate electricity.

The Company intends to use proprietary and mixed biomass feedstock to provide

sustainable supplies of clean energy to regional, captive end users, mining

companies and, through government- or privately-owned power grid systems, other

end users, including private homes.

Company intends to address the needs for a cleaner, greener planet with an

environmentally sound and sustainable clean energy generation and integrated

2 unchanged sentences

traceability.

backed by a global management team providing a deep wealth of

experience in the science, technology, finance and business management, as well

as practical experiences of managing and investing in similar businesses in

emerging and developed markets.

The Company is backed by a global management team with a

deep wealth of experience in the science, technology, finance and business

management, as well as practical experiences of managing and investing in

similar businesses in emerging and developed markets.

BASIS OF PRESENTATION

2 unchanged sentences

America (“US GAAP”) for interim financial information and pursuant to the

requirements for reporting on Form 10-Q and Regulation SX.

opinion of management, all adjustments, consisting solely of normal recurring

accruals, considered necessary for the fair presentation of financial statements

for the interim periods have been included.

The results of operations

for the three months and six months ended April 30, 2010 are not necessarily

indicative of results that ultimately may be achieved for any other interim

period or for the year ending October 31, 2010.

These interim

unaudited financial statements and notes thereto should be read in conjunction

with the audited consolidated financial statements and notes thereto contained

in the Company’s amended Annual Report on Form 10-K/A for the year ended October

requirements for reporting on Form 10-Q and Regulation S-X.

In the opinion

of management, all adjustments, consisting solely of normal recurring accruals,

considered necessary for the fair presentation of financial statements for the

interim periods have been included.

The results of operations for the

three months and nine months ended July 31, 2010 are not necessarily indicative

of results that ultimately may be achieved for any other interim period or for

the year ending October 31, 2010.

These interim unaudited financial

statements and notes thereto should be read in conjunction with the audited

consolidated financial statements and notes thereto contained in the Company’s

amended Annual Report on Form 10-K/A for the year ended October 31,

Company has evaluated all subsequent events through date of issuance of this

13 unchanged sentences

using the exchange rate at the balance sheet date.

The weighted average exchange

rate for the period has been used to translate expenses.

Translation adjustments

are reported separately and accumulated in a separate component of equity

{comprehensive income (loss)}.

The weighted average

exchange rate for the period has been used to translate expenses.

Translation adjustments are reported separately and accumulated in a separate

component of equity {comprehensive income (loss)}.

Comprehensive

3 unchanged sentences

to stockholders’ equity.

The Company's other comprehensive income is comprised

of foreign currency translation adjustments.

Comprehensive income is reported by

the Company in the consolidated statements of operations.

The Company’s other comprehensive income is

comprised of foreign currency translation adjustments.

Comprehensive

income is reported by the Company in the consolidated statements of

Basic earnings

per share - Basic net loss per share amounts are computed by dividing the

net loss by the weighted average number of common shares

Diluted earnings per share amounts are the same as basic

earnings per share as the Company does not have any outstanding potentially

dilutive securities.

net loss by the weighted average number of common shares outstanding.

Pursuant to FASC 260-10-45, options and warrants will have a dilutive effect

under the treasury stock method only when the average market price of the common

stock during the period exceeds the exercise price of the options or

As of July 31, 2010, the Company has issued one potentially

dilutive purchase warrant for 1,000,000 shares, exercisable at $0.686 per

Equivalents - The

8 unchanged sentences

the reported amounts of revenues and expenses during the reporting period.

adjustments are normal and recurring.

All adjustments are normal and recurring.

deferred tax asset or liability is recorded for all temporary differences

9 unchanged sentences

accompanying financial statements are presented on a going concern basis.

the period since October 27, 2005 (date of inception) through April 30, 2010,

the Company has had a cumulative net loss of $21,995,391 and has net equity of

These factors raise substantial doubt about the Company’s

ability to continue as a going concern.

These interim financial statements

do not include any adjustments that might result from the outcome of this

For the period of October 27, 2005 (date of inception) through July 31, 2010,

the Company incurred an aggregate comprehensive loss of $19,117,185, inclusive

of an aggregate net loss of $19,694,655, and had a total stockholders’ deficit

of $1,640,356 at July 31, 2010.

These factors raise substantial doubt

about the Company’s ability to continue as a going concern.

These interim

financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

STOCK TRANSACTIONS

5 unchanged sentences

expected to vest and will result in charges to operations.

March 15, 2010, the Company issued warrants to purchase 1 million shares, of

which 250,000 warrants are exercisable at $1.30, 250,000 warrants are

exercisable at $1.60, 250,000 warrants are exercisable at $2.00 and 250,000

warrants are exercisable at $2.50 per share.

The Company valued such

warrants, for accounting purposes, at $ 43,513.

Pursuant to FASC

260-10-45, options and warrants will have a dilutive effect

under the treasury stock method only when the average market price of the common

stock during the period exceeds the exercise price of the options or

The Company asserts that the purchase warrants are

anti-dilutive, and therefore not included in calculations of Basic or Diluted

Earnings per Share.

March 19, 2010, the Company purchased 62,500 shares of common stock from a

former shareholder.

The Company accounted for such purchase by

debiting stockholder’s equity $25,966, the fair value of such shares on the

effective date of purchase.

March 26, 2010, the Company issued 1 million common shares to a

The Company valued such shares, for accounting purposes,

at $800,000, the fair value of such shares on the effective date of

March 26, 2010, the Company issued 500,000 common shares to a

The Company valued such shares, for accounting purposes,

at $400,000, the fair value of such shares on the effective date of

April 6, 2010, the Company issued 131,196 common shares to a third-party

investor for total gross consideration of $15,000.

April 7, 2010, the Company issued 3 million common shares to a natural person

upon his becoming Chief Operating Officer of the

(Subsequently, he became our Chief Executive

The Company valued such shares, for accounting purposes, at

$3,270,000, the fair value of such shares on the effective date of

April 7, 2010, the Company’s current Chairman of the Board of Directors

contributed to the Company’s capital 1.5 million common shares owned by

April 7, 2010, the Company’s Executive Vice President contributed to the

Company’s capital 1.5 million common shares owned by her.

April 9, 2010, the Company issued 3 million common shares of common stock to a

The Company valued such shares, for accounting purposes, at

$2,640,000, the fair value of such shares on the effective date of

April 9, 2010, the Company issued 1 million common shares of common stock to a

The Company valued such shares, for accounting purposes,

at $880,000, the fair value of such shares on the effective date of

April 9, 2010, the Company issued 250,000 common shares to a

The Company valued such shares, for accounting purposes,

at $220,000, the fair value of such shares on the effective date of

April 11, 2010, the Company issued 3 million common shares to the Acting Chief

Financial Officer of the Company.

The Company valued such shares, for

accounting purposes, at $2,640,000, the fair value of such shares on the

effective date of issuance.

April 11, 2010, the Company issued 400,000 common shares to a service

The Company valued such shares, for accounting purposes, at

$352,000, the fair value of such shares on the effective date of

April 26, 2010,

the Company issued 150,000 common shares to a consultant.

valued such shares, for accounting purposes, at $178,500, the fair value of such

shares on the effective date of issuance.

April 28, 2010, the Company issued 60,000 common shares to a third-party

investor for total gross consideration of $25,000.

April 30¸ 2010, the Company issued 500,000 common shares to a

The Company valued such shares, for accounting purposes,

at $565,000, the fair value of such shares on the effective date of

April 30, 2010, the Company issued 1.5 million common shares to a director of

The Company valued such shares, for accounting purposes,

at $1,695,000, the fair value of such shares on the effective date of

April 30, 2010, the Company issued 150,000 common shares to a consultant.

Company valued such shares, for accounting purposes, at $169,500, the fair value

of such shares on the effective date of such issuance.

April, 2010, the Company sold an aggregate of 1,176,032 common shares to a total

of 71 non-US Persons for aggregate gross proceeds of $890,981 in offshore

transactions pursuant to Regulation S promulgated under the Securities Act of

Pursuant to a subscription fee agreement, the Company will pay

as compensation for subscription services provided, a fee equal to 40% of the

gross subscription amounts received from subscribers.

As of April 30,

2010, the Company has received $191,339 of the expected 60% net proceeds of

May 18, 2010, the Company issued 500,000 shares to two consultants for $460,000,

the fair value of such shares on the effective date of issuance.

21, 2010, the Company issued 200,000 shares of its common stock, valued at

$90,000, which represents the fair value of such shares on the date of issuance,

as a deposit on an asset purchase.

Company issued 120,761 shares of its common stock to a third-party investor for

total gross consideration of $53,364.50, effective July 12, 2010.

the fiscal quarter ended July 31, 2010, the Company sold an aggregate of

2,146,274 shares of its common stock to a total of 19 third party investors for

aggregate net proceeds of $560,270 pursuant to a private placement of the

Company’s common stock conducted through a selling agent located in

The Company incurred fees and expenses relating to such private

placement equal to approximately 40% of the gross proceeds of the

As of July 31, 2010, the Company received $439,765 of the

private placement’s expected net proceeds from sales made during the fiscal

quarter ended July 30, 2010, inclusive of fees charged by the selling and escrow

The Company sold 1,180,188 shares through the selling agent and

received net proceeds of approximately $530,000.00 during periods prior to the

Company’s fiscal quarter ended July 31, 2010.

July 30, 2010, the Company issued to Stew Investment Management Limited

(“SIML”), as designee of Tim J.E.

Bowen, chief executive officer of the Company,

a total of 7 million shares of the Company’s common stock as consideration for

Bowen having agreed to provide the Company with international strategic and

operational management consulting services and for his being retained as an

executive officer (as chief operating officer in April 2010 and as chief

executive officer in June 2010).

The Company valued such shares at

$3,850,000, the fair value of the shares on the effective date of their

is entitled to purchase, for aggregate consideration of ₤175,000, an additional

3 million shares of common stock if certain milestones related to the services

Bowen provides to the Company are met, such milestones to be mutually agreed

Bowen and the Company.

SIML has irrevocably paid the Company

the sum of ₤175,000 (approximately $258,000) and such amount is to be retained

by the Company regardless of whether the milestones are met and/or such 3

million shares are issued to Mr.

November and December 2009, the Company sold an aggregate of 320,000 shares of

the Company’s common stock to a total of three investors for total consideration

The per share market price of the Company’s common stock on

the dates of the funding of such purchases ranged from $0.59 to $0.91.

Additionally, between November 2009 and January 2010, these three investors also

made loans to the Company totaling $150,000.

At the time of the stock

sales and funding of the loans, the Company and the investors assumed that the

loans would be repaid in six months and the investors assumed that their

investment in the 320,000 shares would generate a significant return on

investment due to the shares having been sold to them at a discount to

The proceeds of the stock sales and loans, which loans were

not evidenced by written agreements, were used in connection with the Company’s

pending acquisition of a biomass power plant in Salem, Tamilnadu, India in June

The Company’s loan obligations were not satisfied six months

following the funding, although the aggregate principal amount of the loans was

reduced to $30,000 at July 31, 2010.

Between February and April 2010, the

Company offered to repurchase the 320,000 shares for their original purchase

price of $160,000.

Effective July 31, 2010, the Company came to an oral

agreement with the investors whereby the investors agreed to retain the 320,000

shares, with the understanding that the Company would endeavor to repay the

remaining loan principal amount by October 31, 2010.

The Company and the

investors have not come to an agreement as to the rate of interest, if any, on

May 14, 2010, the Company issued a promissory note in the principal amount of

$250,000 and warrants to purchase 1 million common shares at $0.686 per

$250,000 and warrants to purchase 1 million common shares, exercisable at $0.686

The Company valued such warrants, for accounting purposes, at

May 21, 2010, the Company issued 200,000 common shares as consideration for

the purchase of assets, which shares the Company has valued, for accounting

purposes, at $90,000, the fair value of such shares on the effective date of

such issuance.

to April 30, 2010 and through the date of the Quarterly Report on Form 10-Q to

which these interim financial statement form an integral part, the Company

issued an aggregate or 2.375 million common shares to a total of six

The Company has preliminarily valued such shares, for

accounting purposes, at $1,705,000, the fair values of such shares on the

effective dates of such issuances.

June 2, 2010, the Company issued 750,000 common shares pursuant to a

Techno-Commercial Agreement between Enhanced Biofuels and Technologies Limited,

Biomass 2 Biopower (QA) Limited and the Company.

The Company has

valued such shares, for accounting purposes, at $450,000, the fair value of such

shares on the effective date of such issuance.

to April 30, 2010 and through the date of the Quarterly Report on Form 10-Q to

which these interim financial statements form as integral part, 1 million common

shares that had been issued to a natural person in connection with his agreement

to become an executive officer of the Company (a position which he never

assumed), were surrendered for cancellation.

In connection with this

surrender and cancellation, the Company intends to credit shareholders' equity

in an amount equal to the charge incurred when such shares were originally

to April 30, 2010 and through the date of the Quarterly Report on Form 10-Q to

which these interim financial statements form as integral part, the Company

agreed to purchase an aggregate of 320,000 common shares from a total of three

stockholders for the aggregate consideration of $160,000.

such agreed-upon purchases have been consummated.

Pursuant to FASC 260-10-45, options and warrants will have a

dilutive effect under the treasury stock method only when the average market

price of the common stock during the period exceeds the exercise price of the

options or warrants.

The Company has purchase warrants that were not

included in calculations of Basic or Diluted Earnings per Share due to the

current loss incurred by of the Company.

NOTES PAYABLE

25, 2010, the Company received $100,000 on a note payable bearing a 50% interest

rate and maturing on March 25, 2011.

Through July 31, 2010, the Company

has accrued $17,534 in interest on this note.

14, 2010, the Company received $250,000 in connection with a note payable.

The note bears an interest rate of 24% and is payable in full at August 14,

In the event the Company fails to satisfy the note, the Company is

obligated to issue to the lender warrants to purchase 100,000 shares of common

stock for each month following the maturity date that the note is not fully

The note was not fully satisfied as of August 14, 2010 and the

Company is in the process of preparing and physically delivering a warrant

certificate evidencing the 100,000 warrants issuable with respect to the

Company’s failure to satisfy the note in full on or prior to such

the nine months ended July 2010, the Company borrowed an additional

approximately $2,700,000 from related parties and shareholders.

borrowings were in the forms of informal loans with no formal written agreements

stipulating their terms.

Company has a receivable from UBF in the amount of $1,661,520 representing

advances the Company has made to a unit of the Government of India (IREDA) in

relation to the acquisition of a biomass power generation plant in Salem,

Tamilnadu, India.

SUBSEQUENT EVENTS

2, 2010, the Company acquired all of the outstanding capital stock of United Bio

Fuels Private Limited, an Indian corporation (“UBF”).

operates a 1.5 megawatt per hour (“MWe”) anaerobic digestive biomass power plant

located in Salem, Tamilnadu, India.

Also included in the acquired

assets are ten acres of land and a power evacuation facilities

aggregate purchase price for the land, power plant and other facilities

constituting the acquired assets was 82.44 million Indian Rupees (approximately

$1.76 million at the closing currency exchange rate on June 4, 2010, as reported

by CNNMoney.com).

Included in such total purchase price was the

satisfaction of debt to the India Renewable Energy Development Agency Limited, a

government of India enterprise (the “IREDA”), totaling 72.74 million Indian

Rupees ($1.56 million), inclusive of interest.

The remaining purchase price is

to be paid to Enkem Engineers Private Limited (“Enkem”), the former principal

stockholder of UBF and operator of the power plant, in the aggregate amount of

2.2 million Indian Rupees ($47,000).

The other former shareholders of

UBF will receive in the aggregate, 7.5 million Indian Rupees ($160,000) upon the

power plant becoming fully operational.

the purchase price through prior sales of our securities, a loan of $150,000

provided by our chief executive officer, Tim J.E.

Bowen, in the amount of

$150,000 (the “Bowen Loan”) and a loan provided by a non-affiliated party in the

amount of $200,000 (the “Non-Affiliate Loan”), as well as the assumption of the

debt due IREDA.

The Bowen Loan is a demand loan bearing interest at the imputed

interest rate and the Non-Affiliate Loan is due July 31, 2010 and bears interest

at the rate of 12% per annum.

Company will rely upon FASC 805-10-25 and account for the acquisition by

applying the acquisition method.

Company issued 300,000 shares of its common stock to a third-party investor for

total gross consideration of $105,000, effective August 19, 2010.

Company issued an aggregate of 600,000 shares of its common stock to a total of

three consultants for services rendered or to be rendered by such consultants,

effective August 23, 2010.

The Company valued such shares for accounting

purposes at an aggregate of $258,000, the fair value of the shares on the

effective date of their issuance.

August 5, 2010, we obtained a loan in the amount of $607,461 from Rootchange

Limited (“Rootchange”).

Rootchange is a corporation organized under the

laws of Great Britain.

Rootchange is owned by two of our directors and

officers, Mark L.M.

Quinn, the executive chairman of our board of directors, and

Jessica Hatfield, our executive vice president.

The loan is evidenced by

two promissory notes, each in the principal amount equal to one-half of the loan

amount, $303,730.50.

The maturity date of each of the promissory notes is

November 1, 2011, with acceleration of such maturity date limited to non-payment

and bankruptcy events.

The promissory notes each provide for interest at

the below-market rate of 1.00% per annum (20.00% following an acceleration

event), payable semi-annually, commencing on February 1, 2011.

principal amount (but not accrued and unpaid interest) is convertible into our

common stock at the rate of one share for each $0.50 of principal

The closing market price of our common stock on the date we

received the loan proceeds was $0.50 per share.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements