PACIFIC GREEN TECHNOLOGIES INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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N/A
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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5205 Prospect Road, Suite 135-226, San Jose, CA
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95129
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (408) 538-3373 |
Title of Each Class
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Name of Each Exchange On Which Registered
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N/A
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N/A
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Shares of Common Stock, par value $0.001
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(Title of class)
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Large accelerated filer
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o |
Accelerated filer
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o |
Non-accelerated filer
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o |
Smaller reporting company
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x |
1 | |||||
14 | |||||
19 | |||||
19 | |||||
19 | |||||
19 | |||||
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 20 |
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20 | |||||
21 | |||||
24 | |||||
25 | |||||
26 | |||||
26 | |||||
27 | |||||
28 | |||||
33 | |||||
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 35 |
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36 | |||||
37 | |||||
38 |
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·
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500,000,000 shares of common stock with a par value of $0.001; and
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·
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10,000,000 shares of preferred stock with a par value of $0.001.
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·
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June 12, 2013, $1,000,000 (which amount remains outstanding and has been rolled over to the following payment date);
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·
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June 12, 2014, $1,000,000 (this amount remains unpaid);
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·
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June 12, 2015, $1,000,000;
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·
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June 12, 2016, $1,000,000; and
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·
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June 12, 2017, $1,000,000.
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·
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an induced draft fan (“ID fan”);
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·
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a gas conditioning chamber;
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·
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the ENVI-Clean™ unit;
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·
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a demister; and
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·
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settling tanks.
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·
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coal and coal waste fuelled CFBC boilers;
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·
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pulverized coal and stoker-grate boilers;
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·
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heavy oil fired boilers;
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·
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biomass and waste to energy boilers;
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·
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lime kilns, dryers, shredders and foundries;
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·
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industrial exhaust scrubbing of particulates and acid gases;
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·
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diesel engines, large marine and stationary engines; and
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·
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sewage sludge, hazardous waste and MSW incinerators.
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1.
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Efficiency
: tests performed at an 84MW coal power plant in West Virginia (USA) indicate that the ENVI-Clean™ system removed on average 99.3% of sulfur dioxide over a three day period from the plant’s emissions;
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2.
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Low Capital Cost
: the system has a compact and flexible footprint relative to competitive products. For electricity generation applications, EnviroTechnologies’ system is priced for market at approximately $90 per kilowatt of electricity generation. In comparison, industry consultants state that comparable systems in North America are typically priced at $300-500 per kilowatt (Source: High Energy Services/Babcock & Wilson-wet scrubber systems for S02 removal in North America);
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3.
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Low Ongoing Operating Cost
: the ENVI-Clean™ system is more affordable in the long term for customers compared to competitor products;
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4.
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New and Retrofit Applications
: for retrofit applications in particular (as required by the 2011 EPA Boiler MACT Requirements), the system is considered by management to be more compact and adaptable than rival systems;
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5.
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Scalability
: the ENVI-Clean™ system can be adapted for the largest power stations but also smaller applications such as diesel marine engines. It can also remove multiple pollutants in a single system, unlike much of the competition.
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·
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potential for growth, indicated by new technology, anticipated market expansion or new products;
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·
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competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;
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·
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strength and diversity of management, either in place or scheduled for recruitment;
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·
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capital requirements and anticipated availability of required funds, to be provided by us or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;
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·
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the cost of participation by us as compared to the perceived tangible and intangible values and potentials;
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·
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the extent to which the business opportunity can be advanced;
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·
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the accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and
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·
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other relevant factors.
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1.
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a payment of $100 upon execution of the stock purchase agreement, which has been paid by us;
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2.
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$14,000,000 paid in common shares in our capital stock at a deemed price at the lower of $4 per share or the average closing price per share of our capital stock in the ten trading days immediately preceding the date of closing of the stock purchase agreement, which have been issued by us;
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3.
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$3,000,000 payable in common shares of our capital stock at a deemed price at the lower of $4 per share or the average closing price per share of our capital stock in the ten trading days immediately preceding the date upon which PGEP either purchases the property or secures a lease permitting PGEP to operate the facility on the property, which has not yet occurred; and
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4.
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subject to leasing or purchasing the property and PGEP securing sufficient financing for the construction of the facility, $33,000,000 payable in common shares of our capital stock at a deemed price at the lower of $4 per share or the average closing price per share of our capital stock in the ten trading days immediately preceding the date that PGEP secures sufficient financing for the construction of the facility, which has not yet occurred.
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1.
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we pay 25% of all funds, if any, received under the supplemental agreement to the Debtors within 14 days upon receipt of funds, if any, pursuant to the supplemental agreement;
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2.
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we enter into definitive agreements with the Debtors to:
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a.
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license the Debtors’ Assets back to the Debtors, under arm’s length commercial terms, for use in the USA and Canada, with the exception of NRG Energy, Inc. and Edison Mission and affiliates; and
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b.
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have the Debtors provide engineering services to us on terms to be agreed upon, acting reasonably;
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3.
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the Debtors pay pro-rata any third party broker fees and legal fees, if any, that are subsequent costs associated with the Supplemental Agreement; and
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4.
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the Debtors retain possession of, yet make a pilot-scale scrubber available for rental to our company at a nominal cost.
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·
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GBP£450 (approximately $730) per day and a guarantee of a minimum of four days a month for six months;
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GBP£50,000 (approximately $81,000) when we are in a position to drawdown funds in order to commence the development and construction (the “Financial Close”) of our 49MW biomass power plant at Sutton Bridge, Lincolnshire (the “Project”);
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·
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options on the Financial Close of the completion of the Project to purchase 10,000 common shares in our company at $2 per share; and
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·
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on the Financial Close of the Project, 20,000 common shares of our company from PGG.
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10%, 8% and 6% for the first, second and third years, respectively, for Envi emissions control equipment sales on any license fees generated;
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3% of net sales for Envi emissions control equipment sales that are direct sales (with no third party commissions);
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·
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1% of net sales of any for Envi emissions control equipment sales from third party agents;
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5% of any financial equity raised for our company prior to the close of the Project;
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·
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0.25% of any debt introduced for the Project;
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0.5% of any financial equity introduced for the Project;
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·
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10%, 6%, 4% and 2% for years 1, 2, 3 and thereafter, respectively, of any heat off-take sales related to the Project entered into before December 31, 2013;
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·
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5%, 3% and 2% for years 1, 2 and thereafter, respectively, of any heat off-take sales related to the Project entered into on or after December 31, 2013; and
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·
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0.25% and 0.2% for years 1 and 2, respectively, of power purchase agreements.
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·
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establish our product’s competitive advantage with customers;
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develop a comprehensive marketing system; and
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increase our financial resources.
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·
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our business model and strategy are still evolving and are continually being reviewed and revised;
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·
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we may not be able to raise the capital required to develop our initial client base and reputation; and
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·
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we may not be able to successfully develop our planned products and services.
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(a)
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its ability to quickly react to technological innovations;
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(b)
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the cost-effectiveness of its technologies;
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(c)
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the performance and reliability of alternative energy products and services that it develops;
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(d)
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its ability to formalize marketing relationships or secure commitments for our technologies, products and services;
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(e)
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realization of sufficient funding to support our and EnviroTechnologies marketing and business development plans; and
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(f)
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availability of government incentives for the development or use of any products and services that we or EnviroTechnologies develop.
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1.
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37,778 shares of common stock at $4.00 per share on July 22, 2013;
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2.
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62,600 shares of common stock at $3.00 per share on August 9, 2013;
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3.
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16,000 shares of common stock at $4.00 per share on September 17, 2013; and
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4.
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210,834 shares of common stock at $3.00 per share on September 24, 2013.
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1.
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Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.
Our shares did not begin trading until June 14, 2012.
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Year Ended
March 31,
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Period from
April 5, 2011
(Inception) to
March 31,
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|||||||||||
2014
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2013
|
2014
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||||||||||
Amortization of intangible assets
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$ | 1,291,396 | $ | Nil | $ | 1,291,396 | ||||||
Consulting fees
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$ | 1,222,364 | $ | 1,648,709 | $ | 2,959,624 | ||||||
Foreign exchange loss (gain)
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$ | (310,923 | ) | $ | 4,012 | $ | (306,911 | ) | ||||
Impairment of intangible assets
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$ | 29,345,483 | $ | Nil | $ | 29,345,483 | ||||||
Office and miscellaneous
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$ | 103,493 | $ | 21,074 | $ | 130,395 | ||||||
Professional fees
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$ | 334,374 | $ | 196,957 | $ | 547,034 | ||||||
Research and development
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$ | Nil | $ | 12,251 | $ | 60,137 | ||||||
Transfer agent and filing fees
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$ | 45,724 | $ | 9,879 | $ | 55,603 | ||||||
Travel
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$ | 48,039 | $ | 33,555 | $ | 81,594 | ||||||
Total operating expenses
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$ | 32,079,950 | $ | 1,926,437 | $ | 34,164,355 |
At
March 31,
2014
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At
March 31,
2013
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|||||||
Current Assets
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$ | 208,263 | $ | 300,578 | ||||
Current Liabilities
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$ | 8,442,681 | $ | 2,494,225 | ||||
Working Capital (Deficit)
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$ | (8,234,418 | ) | $ | (2,193,647 | ) |
Year Ended
March 31,
2014
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Year Ended
March 31,
2013
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|||||||
Net Cash Used in Operating Activities
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$ | (1,245,321 | ) | $ | (922,301 | ) | ||
Net Cash Provided by (Used in) Investing Activities
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$ | (66,721 | ) | $ | 1,430 | |||
Net Cash Provided by Financing Activities
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$ | 1,479,876 | $ | 1,010,797 | ||||
Effect of Exchange Rate Changes on Cash
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$ | (55,491 | ) | $ | (46 | ) | ||
Net Increase in Cash
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$ | 112,343 | $ | 89,926 |
Description
|
Estimated
Expenses
($)
|
|||
Legal and accounting fees
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200,000
|
|||
Marketing and advertising
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25,000
|
|||
Investor relations and capital raising
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50,000
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|||
Management and operating costs
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100,000
|
|||
Salaries and consulting fees
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320,000
|
|||
General and administrative expenses
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75,000
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|||
Total
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$
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770,000
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Index
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|
F–1
|
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F–2
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F–3
|
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F–4
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F–5
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F–6
|
March 31,
2014
$
|
March 31,
2013
$
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|||||||
ASSETS
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||||||||
Cash
|
205,571 | 93,228 | ||||||
VAT receivable
|
2,005 | – | ||||||
Prepaid expenses
|
687 | 687 | ||||||
Due from related party (Note 8)
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– | 206,663 | ||||||
Total Current Assets
|
208,263 | 300,578 | ||||||
Intangible assets (Note 5)
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23,644,629 | – | ||||||
Total Assets
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23,852,892 | 300,578 | ||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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||||||||
Current Liabilities
|
||||||||
Accounts payable and accrued liabilities (Note 8)
|
449,850 | 264,088 | ||||||
Loans payable (Note 6)
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725,319 | 100,000 | ||||||
Current portion of note payable, net of unamortized discount of $33,438 (Note 7)
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1,966,562 | 968,656 | ||||||
Due to related parties (Note 8)
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5,300,950 | 1,161,481 | ||||||
Total Current Liabilities
|
8,442,681 | 2,494,225 | ||||||
Note payable, net of unamortized discount of $898,431 (Note 7)
|
2,101,569 | 2,605,743 | ||||||
Total Liabilities
|
10,544,250 | 5,099,968 | ||||||
Nature of Operations and Continuance of Business (Note 1)
|
||||||||
Commitments (Note 12)
|
||||||||
Stockholders’ Equity (Deficit)
|
||||||||
Preferred stock, 10,000,000 shares authorized, $0.001 par value
Nil shares issued and outstanding
|
– | – | ||||||
Common stock, 500,000,000 shares authorized, $0.001 par value
16,321,681 and 5,727,404 shares issued and outstanding, respectively
|
16,322 | 5,727 | ||||||
Common stock issuable (Note 5)
|
8,868,523 | – | ||||||
Additional paid-in capital
|
44,623,380 | 1,566,866 | ||||||
Accumulated other comprehensive income (loss)
|
(109,140 | ) | 10,949 | |||||
Deficit accumulated during the development stage
|
(40,090,443 | ) | (6,382,932 | ) | ||||
Total Stockholders’ Equity (Deficit)
|
13,308,642 | (4,799,390 | ) | |||||
Total Liabilities and Stockholders’ Equity (Deficit)
|
23,852,892 | 300,578 |
Year
Ended
March 31,
2014
$
|
Year
Ended
March 31,
2013
$
|
Accumulated from
April 5, 2011
(Date of Inception)
to March 31,
2014
$
|
||||||||||
Revenue
|
– | – | – | |||||||||
Expenses
|
||||||||||||
Amortization of intangible assets
|
1,291,396 | – | 1,291,396 | |||||||||
Consulting fees (Note 8)
|
1,222,364 | 1,648,709 | 2,959,624 | |||||||||
Foreign exchange loss (gain)
|
(310,923 | ) | 4,012 | (306,911 | ) | |||||||
Impairment of intangible assets (Note 5)
|
29,345,483 | – | 29,345,483 | |||||||||
Office and miscellaneous
|
103,493 | 21,074 | 130,395 | |||||||||
Professional fees
|
334,374 | 196,957 | 547,034 | |||||||||
Research and development
|
– | 12,251 | 60,137 | |||||||||
Transfer agent and filing fees
|
45,724 | 9,879 | 55,603 | |||||||||
Travel
|
48,039 | 33,555 | 81,594 | |||||||||
Total operating expenses
|
32,079,950 | 1,926,437 | 34,164,355 | |||||||||
Loss before other expenses
|
(32,079,950 | ) | (1,926,437 | ) | (34,164,355 | ) | ||||||
Other expenses
|
||||||||||||
Interest expense (Note 7)
|
(1,393,691 | ) | (523,231 | ) | (1,918,341 | ) | ||||||
Other loss (Note 13)
|
(233,870 | ) | – | (233,870 | ) | |||||||
Total other expenses
|
(1,627,561 | ) | (523,231 | ) | (2,152,211 | ) | ||||||
Net loss for the period
|
(33,707,511 | ) | (2,449,668 | ) | (36,316,566 | ) | ||||||
Other comprehensive income (loss)
|
||||||||||||
Foreign currency translation gain (loss)
|
(120,089 | ) | 11,196 | (109,140 | ) | |||||||
Comprehensive loss for the period
|
(33,827,600 | ) | (2,438,472 | ) | (36,425,706 | ) | ||||||
Net loss per share, basic and diluted
|
(2.42 | ) | (0.46 | ) | ||||||||
Weighted average number of shares outstanding
|
13,920,819 | 5,372,732 |
Common stock
|
Common Stock
|
Additional
|
Other
Comprehensive
|
Deficit
Accumulated
During the
Development
|
Shareholders’
Equity
|
|||||||||||||||||||||||
Shares
#
|
Amount
$
|
Issuable
$
|
Paid-in Capital
$
|
Income (Loss)
$
|
Stage
$
|
(Deficit)
$
|
||||||||||||||||||||||
Balance, April 5, 2011 (date of inception)
|
– | – | – | – | – | – | – | |||||||||||||||||||||
Common stock issued for cash
|
5,000,000 | 5,000 | – | (4,998 | ) | – | – | 2 | ||||||||||||||||||||
Imputed interest
|
– | – | – | 1,419 | – | – | 1,419 | |||||||||||||||||||||
Foreign exchange translation loss
|
– | – | – | – | (247 | ) | – | (247 | ) | |||||||||||||||||||
Net loss for the period
|
– | – | – | – | – | (159,387 | ) | (159,387 | ) | |||||||||||||||||||
Balance, March 31, 2012
|
5,000,000 | 5,000 | – | (3,579 | ) | (247 | ) | (159,387 | ) | (158,213 | ) | |||||||||||||||||
Recapitalization of PGT Inc.
|
27,404 | 27 | – | (1,446 | ) | – | (3,773,877 | ) | (3,775,296 | ) | ||||||||||||||||||
Common stock issued for cash
|
600,000 | 600 | – | 599,400 | – | – | 600,000 | |||||||||||||||||||||
Conversion of promissory note
|
100,000 | 100 | – | 599,466 | – | – | 599,566 | |||||||||||||||||||||
Imputed interest
|
– | – | – | 61,148 | – | – | 61,148 | |||||||||||||||||||||
Stock-based compensation
|
– | – | – | 311,877 | – | – | 311,877 | |||||||||||||||||||||
Foreign exchange translation gain
|
– | – | – | – | 11,196 | – | 11,196 | |||||||||||||||||||||
Net loss for the year
|
– | – | – | – | – | (2,449,668 | ) | (2,449,668 | ) | |||||||||||||||||||
Balance, March 31, 2013
|
5,727,404 | 5,727 | – | 1,566,866 | 10,949 | (6,382,932 | ) | (4,799,390 | ) | |||||||||||||||||||
Common stock issued for cash
|
443,750 | 444 | – | 1,564,556 | – | – | 1,565,000 | |||||||||||||||||||||
Stock issued to acquire assets of EnviroTechnologies
|
6,650,527 | 6,651 | 8,868,523 | 26,595,458 | – | – | 35,470,632 | |||||||||||||||||||||
Common stock issued to acquire PGEP
|
3,500,000 | 3,500 | – | 13,996,500 | – | – | 14,000,000 | |||||||||||||||||||||
Imputed interest
|
– | – | – | 900,000 | – | – | 900,000 | |||||||||||||||||||||
Foreign exchange translation loss
|
(120,089 | ) | – | (120,089 | ) | |||||||||||||||||||||||
Net loss for the year
|
– | – | – | – | – | (33,707,511 | ) | (33,707,511 | ) | |||||||||||||||||||
Balance, March 31, 2014
|
16,321,681 | 16,322 | 8,868,523 | 44,623,380 | (109,140 | ) | (40,090,443 | ) | 13,308,642 |
|
Year Ended
March 31,
2014
$
|
Year Ended
March 31,
2013
$
|
Accumulated from
April 5, 2011
(Date of Inception)
to March 31,
2014
$
|
|||||||||
Operating Activities
|
||||||||||||
Net loss for the period
|
(33,707,511 | ) | (2,449,668 | ) | (36,316,566 | ) | ||||||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Accretion of discount on note payable
|
493,732 | 447,228 | 940,960 | |||||||||
Amortization of intangible assets
|
1,291,396 | – | 1,291,396 | |||||||||
Impairment of intangible assets
|
29,345,483 | – | 29,345,483 | |||||||||
Imputed interest
|
900,000 | 61,148 | 962,567 | |||||||||
Stock-based compensation
|
– | 911,443 | 911,443 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
VAT receivable
|
(2,005 | ) | 12,727 | (2,155 | ) | |||||||
Prepaid expenses
|
– | (687 | ) | (687 | ) | |||||||
Due from related party
|
206,663 | – | 206,663 | |||||||||
Accounts payable and accrued liabilities
|
(51,393 | ) | 95,508 | 90,528 | ||||||||
Due to related parties
|
278,314 | – | 278,314 | |||||||||
Net Cash Used In Operating Activities
|
(1,245,321 | ) | (922,301 | ) | (2,292,054 | ) | ||||||
Investing Activities
|
||||||||||||
Intangible asset expenditures
|
(82,984 | ) | – | (82,984 | ) | |||||||
Cash acquired on acquisition of subsidiary
|
16,263 | 1,430 | 17,693 | |||||||||
Net Cash Provided by (Used in) Investing Activities
|
(66,721 | ) | 1,430 | (65,291 | ) | |||||||
Financing Activities
|
||||||||||||
Advances from related parties
|
14,876 | 310,797 | 453,424 | |||||||||
Proceeds from loan payable
|
– | 100,000 | 100,000 | |||||||||
Repayment of loan payable
|
(100,000 | ) | – | (100,000 | ) | |||||||
Proceeds from the issuance of shares
|
1,565,000 | 600,000 | 2,165,002 | |||||||||
Net Cash Provided by Financing Activities
|
1,479,876 | 1,010,797 | 2,618,426 | |||||||||
Effect of Foreign Exchange Rate Changes on Cash
|
(55,491 | ) | (46 | ) | (55,510 | ) | ||||||
Change in Cash
|
112,343 | 89,926 | 205,571 | |||||||||
Cash, Beginning of Period
|
93,228 | 3,348 | – | |||||||||
Cash, End of Period
|
205,571 | 93,228 | 205,571 | |||||||||
Non-cash Investing and Financing Activities:
|
||||||||||||
Debt settled with the acquisition of intangible assets
|
330,840 | – | 330,840 | |||||||||
Common stock issued for acquisition of intangible asset
|
26,602,108 | – | 26,602,108 | |||||||||
Supplemental Disclosures:
|
||||||||||||
Interest paid
|
– | – | – | |||||||||
Income taxes paid
|
– | – | – |
i.
|
a payment of $100 upon execution of the stock purchase agreement (paid);
|
ii.
|
$14,000,000 paid in shares of common stock of the Company at a deemed price at the lower of $4 per share or the average closing price per share of its capital stock in the ten trading days immediately preceding the date of closing of the stock purchase agreement (issued);
|
iii.
|
$3,000,000 payable in shares of common stock of the Company at a deemed price at the lower of $4 per share or the average closing price per share of its capital stock in the ten trading days immediately preceding the date upon which PGEP either purchases the property or secures a lease permitting PGEP to operate the facility on the property, which has not yet occurred; and
|
iv.
|
subject to leasing or purchasing the property and PGEP securing sufficient financing for the construction of the facility, $33,000,000 payable in shares of common stock of the Company at a deemed price at the lower of $4 per share or the average closing price per share of its common stock in the ten trading days immediately preceding the date that PGEP secures sufficient financing for the construction of the facility, which has not yet occurred.
|
$ | ||||
Cash
|
16,263 | |||
Intangible assets
|
18,397,016 | |||
Accounts payable and accrued liabilities
|
(61,128 | ) | ||
Due to related parties
|
(3,691,430 | ) | ||
Loan payable
|
(660,721 | ) | ||
Fair value of shares issued
|
14,000,000 |
$ | ||||
Cash
|
1,430 | |||
Accounts payable and accrued liabilities
|
(123,535 | ) | ||
Due to related parties
|
(526,020 | ) | ||
Promissory note issued as a distribution of capital
|
(3,127,171 | ) | ||
Recapitalization of PGT Inc.
|
(3,775,296 | ) |
Cost
$
|
Accumulated
amortization
$
|
Impairment
$
|
March 31,
2014
Net carrying
value
$
|
March 31,
2013
Net carrying
value
$
|
||||||||||||||||
Options to acquire land
|
18,428,952 | – | (18,428,952 | ) | – | – | ||||||||||||||
Patents and technical information
|
35,852,556 | (1,291,396 | ) | (10,916,531 | ) | 23,644,629 | – | |||||||||||||
54,281,508 | (1,291,396 | ) | (29,345,483 | ) | 23,644,629 | – |
6.
|
Loans Payable
|
(a)
|
On October 29, 2011, the Company’s wholly owned subsidiary, PGEP, assumed a $725,319 (£435,000) loan, bearing interest at 6.5% per annum and due on December 31, 2013. The loan was made for the exclusive purpose of assisting in financing the consulting work required to obtain planning permission for a biomass power plant, which is being conducted through EPSB. On April 15, 2012, the lender agreed to waive its right to interest on the loan.
|
(b)
|
On April 2, 2013, the Company entered into a loan agreement with a non-related party for proceeds of $100,000 which were received on March 28, 2013. The loan bears interest at 10% per annum and was due on October 2, 2013. The loan was repaid in full in March 2014.
|
(c)
|
On July 3, 2012, the Company entered into a Consulting Service Agreement with Denali Equity Group, LLC
("Denali”,) a Nevada limited liability company. In connection therewith, the Company issued a convertible promissory note (the ''Note”) to Denali in exchange for consulting services provided in the amount of $100,000. The maturity date of the Note is June 30, 2014, where upon all principal and interest outstanding shall be due. Interest accrues at 8% per annum on the unpaid principal amount. The amount of Note remaining outstanding was convertible into shares of common stock of the Company at any time at a price equal to ninety percent of volume weighted average trading price during the three trading days immediately preceding the date at which Denali submits the written notice of conversion to the Company. On December 28, 2012, the Company signed an Exchange and Registration Rights Agreement with Denali, whereby both parties agreed to exercise the conversion right and converted the Note in exchange for an aggregate of 100,000 shares of common stock of the Company. Under ASC 470-20 this is considered to be induced conversion of convertible debt where the fair value of the additional securities issued to induce the conversion is recognized as an expense. As a result, the calculated fair value of the additional securities issued, being $495,566, was recorded as stock-based compensation. Refer to Note 9(r).
|
7.
|
Note Payable
|
March 31,
2014
$
|
March 31,
2013
$
|
|||||||
Opening balance
|
3,574,399 | 3,127,171 | ||||||
Accretion of unamortized discount
|
493,732 | 447,228 | ||||||
Ending balance
|
4,068,131 | 3,574,399 | ||||||
Less: current portion
|
1,966,562 | 968,656 | ||||||
Long-term portion
|
2,101,569 | 2,605,743 |
$ | ||||
June 12, 2013
|
1,000,000 | |||
June 12, 2014
|
1,000,000 | |||
June 12, 2015
|
1,000,000 | |||
June 12, 2016
|
1,000,000 | |||
June 12, 2017
|
1,000,000 | |||
5,000,000 |
8.
|
Related Party Transactions
|
(a)
|
During the year ended March 31, 2014, the Company incurred $21,465 (2013
–
$nil) to directors for consulting fees.
|
(b)
|
During the year ended March 31, 2014, the Company incurred $15,205 (2013 – $nil) to a company under common control for consulting fees.
|
(c)
|
During the year ended March 31, 2014, the Company incurred $240,000 (2013 – $131,111) in consulting fees to a company which is a shareholder and under common control.
|
(e)
|
As at March 31, 2014, $33,348 (20,000 GBP) (2013 – $75,945 (50,000 GBP)) was owed to a company under common control for consulting fees incurred, which is included in accounts payable and accrued liabilities.
|
(f)
|
As at March 31, 2014, the Company owed $3,746,282 (2013 – $1,150,218) to a company under common control. The amount owing is unsecured, non-interest bearing, and due on demand.
|
(g)
|
As at March 31, 2014, the Company owed $33,418 (20,042 GBP) (2013 – $nil) to a company under common control. The amount owing is unsecured, non-interest bearing, and due on demand.
|
(h)
|
As at March 31, 2014, the Company owed $832,883 (2013 – $nil) to a significant shareholder.
|
(i)
|
As at March 31, 2014, the Company owed $688,367 (2013 – $11,263) to directors of the Company’s wholly-owned subsidiaries. The amounts owing are unsecured, non-interest bearing, and due on demand.
|
(j)
|
As at March 31, 2014, the Company was owed $nil (2013 - $206,663) by a company with a common significant shareholder.
|
9.
|
Common Stock
|
(a)
|
On April 3, 2013, the Company issued 1,765,395 shares of common stock with a fair value of $7,061,580 in a share exchange agreement with shareholders of Enviro for the acquisition of 17,653,872 shares of common stock which were subsequently returned to Enviro pursuant to the Assignment of Assets agreement dated May 17, 2013. Refer to Note 4.
|
(b)
|
On April 25, 2013, the Company issued 668,238 shares of common stock with a fair value of $2,672,952 in a share exchange agreement with the shareholders of Enviro for the acquisition of 6,682,357 shares of common stock which were subsequently returned to Enviro pursuant to the Assignment of Assets agreement dated May 17, 2013. Refer to Note 4.
|
(c)
|
On May 15, 2013, the Company issued 3,500,000 shares of common stock with a fair value of $14,000,000 to acquire 100% of the shares of PGEP and its wholly owned subsidiary EPSB.
|
(d)
|
On June 17, 2013, the Company issued 806,132 shares of common stock with a fair value of $3,224,528 in a share exchange agreement with the shareholders of Enviro for the acquisition of 8,061,286 shares of common stock which were subsequently returned to Enviro pursuant to the Assignment of Assets agreement dated May 17, 2013. Refer to Note 4.
|
(e)
|
On June 24, 2013, the Company issued 25,000 shares of common stock for proceeds of $100,000.
|
(f)
|
On August 6, 2013, the Company issued 84,000 shares of common stock with a fair value of $336,000 in a share exchange agreement with shareholders of Enviro for the acquisition of 1,040,000 shares of common stock, which were subsequently returned to Enviro pursuant to the Assignment of Assets agreement dated May 17, 2013. Refer to Note 4.
|
(g)
|
On August 27, 2013, the Company issued 3,246,350 shares of common stock with a fair value of $12,985,400 in a share exchange agreement with the shareholders of Enviro for the acquisition of 32,463,500 shares of common stock, which were subsequently returned to Enviro pursuant to the Assignment of Assets agreement dated May 17, 2013. Refer to Note 4.
|
(h)
|
On October 11, 2013, the Company issued 67,412 shares of common stock with a fair value of $269,648 in a share exchange agreement with the shareholders of Enviro for the acquisition of 674,120 shares of common stock, which were subsequently returned to Enviro pursuant to the Assignment of Assets agreement dated May 17, 2013. Refer to Note 4.
|
(i)
|
On October 31, 2013, the Company issued 18,750 shares of common stock for proceeds of $75,000.
|
(j)
|
On December 19, 2013, the Company issued 262,500 shares of common stock for proceeds of $840,000.
|
(k)
|
On December 27, 2013, the Company issued 13,000 shares of common stock with a fair value of $52,000 in a share exchange agreement with the shareholders of Enviro for the acquisition of 130,000 shares of common stock, which were subsequently returned to Enviro pursuant to the Assignment of Assets agreement dated May 17, 2013. Refer to Note 4.
|
(l)
|
On January 31, 2014, the Company issued 12,500 shares of common stock for proceeds of $50,000.
|
(m)
|
On March 10, 2014, the Company issued 125,000 shares of common stock for proceeds of $500,000.
|
(n)
|
On June 13, 2012, the Company effected a reverse split of its issued and outstanding shares of common stock on a basis of 2,000 existing shares for one new share. All share amounts were retroactively restated to give effect to this reverse stock split.
|
(o)
|
On June 14, 2012, the Company issued 5,000,000 shares of common stock to PGG to effect the acquisition and RTO. Prior to the acquisition and RTO, PGT Limited issued 1 share of common stock at a value of £1 per share, upon the acquisition and RTO which has been restated using the exchange ratio established in the Assignment and Share Transfer Agreement to reflect 5,000,000 shares of common stock issued in the reverse acquisition.
|
(p)
|
Upon the acquisition and RTO, 27,404 shares of common issued by the Company prior to the acquisition were considered as a recapitalization to PGT Limited.
|
(q)
|
On September 14, 2012, the Company issued 600,000 shares of common stock for proceeds of $600,000.
|
(r)
|
On December 28, 2012, the Company entered into an Exchange and Registration Rights Agreement with a consultant pursuant to which the Company issued 100,000 shares of common stock with a value of $599,566 to settle the convertible promissory note and the related accrued interest totalling $104,000. Refer to Note 6(c).
|
10.
|
Stock Options
|
Number of
options
|
Weighted
average
exercise price
$
|
Weighted
average
remaining
contractual
life (years)
|
Aggregate
intrinsic
value
$
|
||||||||
Outstanding, March 31, 2012
|
– | – | |||||||||
Granted
|
62,500 | 0.01 | |||||||||
Outstanding and exercisable, March 31, 2013 and 2014
|
62,500 | 0.01 |
0.71
|
430,625
|
Number of
options
|
Exercise
price
$
|
Expiry date
|
|||
62,500
|
0.01 |
December 18, 2014
|
2013
|
||||
Risk free interest rate
|
0.28 | % | ||
Expected life (in years)
|
1 | |||
Expected volatility
|
142 | % |
11.
|
Segmented Information
|
March 31, 2014
|
United States
$
|
United Kingdom
$
|
Total
$
|
|||||||||
Revenue
|
– | – | – | |||||||||
Intangible assets
|
23,644,629 | – | 23,644,629 |
12.
|
Commitments
|
(a)
|
On May 1, 2010, the Company entered into consulting agreements with Sichel Limited (“Sichel”), the parent company of PGG. Sichel will assist the Company in developing commercial agreements for green technology and the building of an international distribution centre. Effective December 31, 2013, this consulting agreement was assigned to Pacific Green Development Ltd. The agreement shall continue for four years with consideration as follows:
|
|
i)
|
Stock consideration to PGG or to any third party as directed by PGG of 5,000 ordinary shares of the Company upon signing of the agreement, which have been waived by PGG;
|
|
ii)
|
Monthly consultancy fees of $20,000 are to be paid within fourteen days of each month-end. If the Company is unable to pay this fee, then PGG has the option to elect to be paid 5,000 common shares of the Company in lieu of cash;
|
|
iii)
|
Sales commission of 10% of sales value excluding shipping and local sales taxes; and
|
|
iv)
|
Finance commission of 10% of net proceeds of any funds raised by way of issued of stock, debt or convertible note after any brokers commission as introduced by PGG.
|
(b)
|
On February 10, 2009, EPSB entered into an Option Agreement to acquire land located in Lincolnshire, England (the “Property”) (“Davis Option”). Pursuant to the agreement, the option expires on August 10, 2011. If EPSB exercises its option within 18 months from the date of the Option Agreement, the purchase price will be £3,500,000. Otherwise, the purchase price will be £4,000,000. The sellers also have a Share Option, in which they can substitute £1,000,000 of the purchase price for 5% of the nominal value of the common stock of EPSB (“Consideration Shares”).
|
|
On July 27, 2011, EPSB entered into a supplemental agreement to amend certain terms of the Option Agreement. Pursuant to the supplemental agreement, the expiry date of the Option Agreement was extended and the purchase price was increased to £3,200,000 in the event that the Share Option is exercised on or before August 9, 2013 and increases to £4,200,000 in the event the Share Option is exercised after August 9, 2013 and before June 9, 2014.
|
(c)
|
On March 3, 2009, EPSB entered into an Option Agreement to acquire land located in Lincolnshire, England (the “Property”) (“Wing Option”). Pursuant to the agreement, the option was set to expire on March 3, 2012 and the purchase price is £400,320.
|
(d)
|
On March 26, 2012, PGEP and its subsidiary, EPSB, entered into a Consultancy Agreement with Green Energy Parks Consulting Limited (“GEPC”), a subsidiary of Green Energy Parks Limited (“GEP”) which is a company under common control, to provide services related to the design and development of planning schemes for energy from biomass and waste facilities. In consideration for the services, EPSB agreed to pay £80,000 upon signing (paid), £80,000 per month for three months (paid) and £64,000 for the remaining five months (£128,000 paid) (“Consultancy Consideration”). If ESPB obtains planning permission for the construction of a waste biomass to energy power plant on the land, GEPC will produce designs related to the construction of the plant and grant the license to EPSB in consideration for a total of £1,250,000 (“Design Consideration” – See below), of which £312,500 is payable three months after planning permission is obtained, and a further £85,227 per month is payable for the following eleven months. In addition, EPSB agreed to pay GEPC success fees of £250,000 upon obtaining the planning permission(“Planning Success Fee” – See below) and a further £1,000,000 upon the exercise of the Davis and Wing land options (“Option Success Fee”).
|
(e)
|
On May 15, 2013, the Company entered into an acquisition agreement to acquire 100% of the issued and outstanding shares of PGEP. As part of the acquisition agreement, the Company is required to issue $3,000,000 payable in shares of common stock in the event of PGEP either purchasing the property or securing a lease permitting PGEP to operate a biomass power plant facility. The Company is also required to issue $33,000,000 payable in shares of common stock in the event of PGEP securing sufficient financing for the construction of the facility.
|
(f)
|
On October 22, 2013, the Company entered into an agreement with a director whereby the director will focus on developing potential new business opportunities and general sales on behalf of the Company. For these services the Company has agreed to pay compensation as follows:
|
·
|
£450 per day and a guarantee of a minimum of four days per month for six months;
|
·
|
£50,000 when the Company is in a position to drawdown funds in order to commence the development and construction (the “Financial Close”) of the Company’s 49MW biomass power plant at Sutton Bridge, Lincolnshire (the “Project”);
|
·
|
options on the Financial Close of the completion of the Project to purchase 10,000 common shares of the Company for $2 per share, and
|
·
|
on the Financial Close of the Project, 20,000 common shares of Pacific Green Group Limited
.
|
(g)
|
On October 22, 2013, the Company entered into an agreement with a director whereby the director will oversee all aspects of the development and completion of the Company’s biomass power plant at Sutton Bridge, Lincolnshire with the Company agreeing to pay compensation of £1,000 per day with a guarantee of a minimum of four days a month for two months for these services.
|
·
|
a salary of £96,000 per annum;
|
·
|
£100,000 bonus when the Company is in a position to drawdown funds in order to commence the development and construction (the “Financial Close”) of the Project;
|
·
|
on the Financial Close, 100,000 common shares of the Company from Pacific Green Group Limited;
|
·
|
options to purchase 50,000 common shares of the Company at $2 per share; and
|
·
|
on appointment as Chief Operating Officer, 100,000 common shares of the Company from Pacific Green Group Limited
.
|
13.
|
Other Loss
|
14.
|
Income Taxes
|
2014
$
|
2013
$
|
|||||||
Net loss before taxes
|
(33,707,511 | ) | (2,449,668 | ) | ||||
Statutory tax rate
|
34 | % | 34 | % | ||||
Expected income tax recovery
|
11,460,554 | 832,887 | ||||||
Permanent differences and other
|
(6,380,929 | ) | (610 | ) | ||||
Changes in estimates
|
(80,520 | ) | 5,092 | |||||
Change in enacted tax rate
|
(66,625 | ) | 2,213 | |||||
Functional currency adjustments
|
– | (2,735 | ) | |||||
Foreign tax rate difference
|
(18,750 | ) | (25,497 | ) | ||||
Change in valuation allowance
|
(4,913,730 | ) | (811,350 | ) | ||||
Income tax provision
|
– | – |
2014
$
|
2013
$
|
|||||||
Net operating losses carried forward
|
5,756,552 | 826,887 | ||||||
Stock-based compensation
|
– | 270,786 | ||||||
Financial instruments
|
– | (254,851 | ) | |||||
Total gross deferred income tax assets
|
5,756,552 | 842,822 | ||||||
Valuation allowance
|
(5,756,552 | ) | (842,822 | ) | ||||
Net deferred tax asset
|
– | – |
$ | ||||
2022
|
71,014 | |||
2028
|
7,372 | |||
2029
|
1,030 | |||
2030
|
469,466 | |||
2031
|
221,276 | |||
2032
|
248,075 | |||
2033
|
1,223,832 | |||
2034
|
14,688,970 | |||
16,931,035 |
|
·
|
We do not have an Audit Committee
– While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over our company’s financial statements. Currently the board of directors acts in the capacity of the audit committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
|
|
·
|
We did not maintain appropriate cash controls
– As of March 31, 2014, our company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on our company’s bank accounts.
|
|
·
|
We did not implement appropriate information technology controls
– As at March 31, 2014, our company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of our company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.
|
|
·
|
We will attempt to increase the amount of members on our board of directors and nominate an audit committee or a financial expert in the next fiscal year, 2014- 2015.
|
|
·
|
We will appoint additional personnel to assist with the preparation of our company’s monthly financial reporting, including preparation of the monthly bank reconciliations.
|
Name
|
Position Held
with the Company
|
Age
|
Date First Elected
or Appointed
|
|||
Jordan Starkman
|
Director
|
44
|
October 26, 2008
|
|||
Neil Carmichael
|
President, Treasurer,
Secretary and Director
|
60
|
December 18, 2012
|
|||
Andrew Jolly
|
Director
|
43
|
October 1, 2013
|
|
·
|
the corporation could financially undertake the opportunity;
|
|
·
|
the opportunity is within the corporation’s line of business; and
|
|
·
|
it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.
|
|
1.
|
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
|
|
2.
|
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
|
|
3.
|
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
|
|
4.
|
been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
|
|
5.
|
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
|
6.
|
been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
1.
|
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
|
|
2.
|
full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;
|
|
3.
|
compliance with applicable governmental laws, rules and regulations;
|
|
4.
|
the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and
|
|
5.
|
accountability for adherence to the Code of Business Conduct and Ethics.
|
|
(a)
|
our principal executive officer;
|
|
(b)
|
each of our two most highly compensated executive officers who were serving as executive officers at the end of the period from inception to March 31, 2014; and
|
|
(c)
|
up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as an executive officer at the end of the period to March 31, 2014, who we will collectively refer to as our named executive officers are set out in the following summary compensation table:
|
SUMMARY COMPENSATION TABLE
|
|||||||||||||||||||||
Name
and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
||||||||||||
Jordan Starkman
(1)
Director
|
2014
2013
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
7,546
Nil
|
7,546
Nil
|
||||||||||||
Neil Carmichael
(2)
President, Secretary, Treasurer and Director
|
2014
2013
|
Nil
1,000
|
Nil
Nil
|
Nil
Nil
|
Nil
311,877
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
312,877
|
||||||||||||
Andrew Jolly
(3)
Director
|
2014
2013
|
Nil
N/A
|
Nil
N/A
|
Nil
N/A
|
Nil
N/A
|
Nil
N/A
|
Nil
N/A
|
15,204
N/A
|
15,204
N/A
|
|
(1)
|
Jordan Starkman was appointed as president, secretary, treasurer and director of our company on November 30, 2012 and resigned as president, secretary and treasurer on August 31, 2013. Mr. Starkman remains as a member of our board of directors
|
|
(2)
|
Neil Carmichael was appointed as a director of our company December 18, 2012 and as president, secretary and treasurer on August 31, 2013.
|
|
(3)
|
Andrew Jolly was appointed as a director of our company on October 1, 2013.
|
Name and Address of Beneficial Owner
|
Amount and
Nature of
Beneficial
Ownership
|
Percentage
of Class
(1)
|
||||
Jordan Starkman
(2)
3651 Lindell Road Unit D155
Las Vegas NV 89103
|
Nil
|
Nil
|
||||
Neil Carmichael
(3)
5205 Prospect Road, Suite 135-226,
San Jose, CA, 95129
|
102,500
(4)(5)
Common Shares
|
* | ||||
Andrew Jolly
(6)
Sophia House
28 Cathedral Road
Cardiff CF11 9L1
United Kingdom
|
Nil
Common Shares
|
Nil
|
||||
Directors and Executive Officers as a Group
|
102,500
Common Shares
|
0.63% | ||||
Pacific Green Group Limited
(7)
Bison Court, Road Town
Tortola, British Virgin Islands
|
6,570,234
Common Shares
|
40.25% | ||||
Diodati Investments Limited
Palm Grove House
P.O. Box 438, Road Town,
Tortola, British Virgin Islands
|
1,440,425
Common Shares
|
8.82% | ||||
Rhumline Limited
Bison Court, Road Town,
Tortola, British Virgin Islands
|
1,299,408
Common Shares
|
7.96% | ||||
Intrawest Overseas Limited
P.O. Box 957
Offshore Incorporations Centre
Road Town
Tortola, British Virgin Islands
|
897,076 | 5.50% | ||||
Over 5% Shareholders
|
10,207,143
Common Shares
|
62.53% |
|
(1)
|
Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on June 25, 2014. As of June 25, 2014 there were
16,321,681
shares of our company's common stock issued and outstanding.
|
|
(2)
|
Jordan Starkman was appointed as president, secretary, treasurer and director of our company on November 30, 2012 and resigned as president, secretary and treasurer on August 31, 2013. Mr. Starkman remains as a member of our board of directors
|
|
(3)
|
Neil Carmichael was appointed as a director of our company December 18, 2012 and as president, secretary and treasurer on August 31, 2013.
|
|
(4)
|
Includes options to acquire an aggregate of 62,500 shares of common stock by Dr. Carmichael exercisable within 60 days.
|
|
(5)
|
Includes 40,000 common shares held indirectly by Neil Carmichael through 1728313 Ontario Ltd.
|
|
(6)
|
Andrew Jolly was appointed as a director of our company on October 1, 2013.
|
|
(7)
|
Scott Poulter has voting and dispositive control over shares owned by Pacific Green Group Limited.
|
March 31, 2014
|
March 31, 2013 | ||||||||||
Due to (from) related parties
|
Due from
related
parties
(2)
|
Due to
related
parties
(2)
|
Due
from
related
parties
(2)
|
Due to
related
parties
(2)
|
|||||||
$
|
$
|
$
|
$
|
||||||||
Sichel Limited
(1)
|
Nil
|
Nil
|
Nil
|
Nil
|
|||||||
PGG
(1)
|
Nil
|
3,746,282
|
Nil
|
1,150,218
|
|||||||
EnviroTechnologies
(1)
|
Nil
|
33,418
|
206,663
|
Nil
|
|||||||
Pacific Green Development Ltd.
|
Nil
|
832,883
|
Nil
|
Nil
|
|||||||
Other shareholders
|
Nil
|
688,367
|
Nil
|
11,263
|
|||||||
Total
|
Nil
|
5,300,950
|
Nil
|
1,161,481
|
|
(1)
|
Both Sichel Limited, Pacific Green Development Ltd. and PGG are wholly owned subsidiaries of the Hookipia Trust. Sichel is a shareholder of our company, and provides consulting services pursuant to a consulting agreement dated May 1, 2010. The sole director of Sichel is also the sole director of PGG. Further, Sichel is a significant shareholder of EnviroTechnologies, and provides management services to EnviroTechnologies under a management services contract.
|
|
(2)
|
The loan is unsecured, non-interest bearing, and is due on demand.
|
Year Ended
|
||||||||
March 31, 2014
$
|
March 31, 2013
$
|
|||||||
Audit Fees
|
19,000 | 28,000 | ||||||
Audit Related Fees
|
21,500 | 13,250 | ||||||
Tax Fees
|
Nil
|
Nil
|
||||||
All Other Fees
|
Nil
|
Nil
|
||||||
Total
|
40,500 | 41,250 |
(a)
|
Financial Statements
|
|
1.
|
Financial statements for our company are listed in the index under Item 8 of this document.
|
|
2.
|
All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
|
(b)
|
Exhibits
|
Exhibit Number
|
Description
|
|
(2)
|
Plan of Acquisition, Reorganization, Arrangement Liquidation or Succession
|
|
2.1
|
Assignment and Share Transfer Agreement dated June 14, 2012 between our company, Pacific Green Technologies Limited and Pacific Green Group Limited (incorporated by reference to our Registration Statement on Form 10, filed on July 3, 2012)
|
|
(3)
|
Articles of Incorporation and Bylaws
|
|
3.1
|
Articles of Incorporation filed on July 3, 2012 (incorporated by reference to our Registration Statement on Form 10, filed on July 3, 2012)
|
|
3.2
|
Certificate of Amendment filed on August 15, 1995 (incorporated by reference to our Registration Statement on Form 10, filed on July 3, 2012)
|
|
3.3
|
Certificate of Amendment filed on August 5, 1998 (incorporated by reference to our Registration Statement on Form 10, filed on July 3, 2012)
|
|
3.4
|
Certificate of Amendment filed on October 15, 2002 (incorporated by reference to our Registration Statement on Form 10, filed on July 3, 2012)
|
|
3.5
|
Certificate of Amendment filed on May 8, 2006 (incorporated by reference to our Registration Statement on Form 10, filed on July 3, 2012)
|
|
3.6
|
Certificate of Amendment filed on May 29, 2012 (incorporated by reference to our Registration Statement on Form 10, filed on July 3, 2012)
|
|
3.7
|
Bylaws filed on July 3, 2012 (incorporated by reference to our Registration Statement on Form 10, filed on July 3, 2012)
|
|
3.8
|
Certificate of Amendment filed on November 30, 2012 (incorporated by reference to our Current Report on Form 8-K filed on December 11, 2012)
|
|
(4)
|
Instruments Defining the Rights of Security Holders, Including Indentures
|
|
4.1
|
Share Certificate relating to shares held by our company in the Ordinary Share Capital of Peterborough Renewable Energy Limited (incorporated by reference to our Current Report on Form 8-K filed on December 12, 2013)
|
|
(10)
|
Material Contracts
|
|
10.1
|
Consulting Agreement dated May 1, 2010 between our company and Sichel Limited (incorporated by reference to our Registration Statement on Form 10, filed on July 3, 2012)
|
|
10.2
|
Representation Agreement dated June 7, 2010 between Pacific Green Group Limited and EnviroTechnologies, Inc. (incorporated by reference to our Registration Statement on Form 10, filed on July 3, 2012)
|
|
10.3
|
Peterborough Agreement dated October 5, 2011 between EnviroResolutions, Inc., Peterborough Renewable Energy Limited and Green Energy Parks Limited (incorporated by reference to our Registration Statement on Form 10, filed on July 3, 2012)
|
10.4
|
Promissory Note dated June 2012 between our company and Pacific Green Group Limited (incorporated by reference to our Registration Statement on Form 10, filed on July 3, 2012)
|
|
10.5
|
Assignment and Share Transfer Agreement dated June 14, 2012 between our company, Pacific Green Technologies Limited and Pacific Green Group Limited (incorporated by reference to our Registration Statement on Form 10, filed on July 3, 2012)
|
|
10.6
|
Non-Executive Director Agreement dated December 18, 2012 between our company and Neil Carmichael (incorporated by reference to our Current Report on Form 8-K filed on December 19, 2012)
|
|
10.7
|
Supplemental Agreement dated March 5, 2013 between EnviroResolutions, Inc., Peterborough Renewable Energy Limited and Green Energy Parks Limited (incorporated by reference to our Annual Report on Form 10-K filed on July 1, 2013)
|
|
10.8
|
Supplemental Agreement dated March 5, 2013 between our company, EnviroTechnologies Inc. and EnviroResolutions Inc. (incorporated by reference to our Current Report on Form 8-K filed on March 13, 2013)
|
|
10.9
|
Form of Share Exchange Agreement dated April 3, 2013 between our company and Shareholders of EnviroTechnologies Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 8, 2013)
|
|
10.10
|
Form of Share Exchange Agreement dated April 25, 2013 between our company and Shareholders of EnviroTechnologies Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 30, 2013)
|
|
10.11
|
Stock Purchase Agreement dated May 16, 2013 between our company and Shareholders of Pacific Green Energy Parks (incorporated by reference to our Current Report on Form 8-K/A filed on June 3, 2013)
|
|
10.12
|
Debt Settlement Agreement dated May 17, 2013 between our company, EnviroResolutions, Inc. and EnviroTechnologies, Inc. (incorporated by reference to our Current Report on Form 8-K/A filed on June 3, 2013)
|
|
10.13
|
Form of Share Exchange Agreement between our company and Shareholders of EnviroTechnologies, Inc. (incorporated by reference to our Current Report on Form 8-K filed on August 9, 2013)
|
|
10.14
|
Form of Share Exchange Agreement between our company and Shareholders of EnviroTechnologies, Inc. (incorporated by reference to our Current Report on Form 8-K filed on August 30, 2013)
|
|
10.15
|
Agreement dated September 26, 2013 between our company and Andrew Jolly (incorporated by reference to our Current Report on Form 8-K filed on October 3, 2013)
|
|
10.16
|
Form of Share Exchange Agreement between our company and Shareholders of EnviroTechnologies, Inc. (incorporated by reference to our Current Report on Form 8-K filed on October 22, 2013)
|
|
10.17
|
Agreement dated October 22, 2013 between our company and Chris Williams (incorporated by reference to our Current Report on Form 8-K filed on December 5, 2013)
|
|
10.18
|
Form of Subscription Agreement between our company and the subscribers (incorporated by reference to our Current Report on Form 8-K filed on December 24, 2013)
|
|
10.19
|
Form of Share Exchange Agreement between our company and certain shareholders of EnviroTechnologies, Inc. (incorporated by reference to our Current Report on Form 8-K filed on December 27, 2013)
|
|
10.20
|
Agreement dated January 27, 2014 between our company and Pöyry Management Consulting (UK) Limited (incorporated by reference to our Quarterly Report filed on Form 10-Q on February 19, 2014)
|
|
10.21
|
Form of Subscription Agreement between our company and the subscribers (incorporated by reference to our Current Report on Form 8-K filed on March 11, 2014)
|
|
(14)
|
Code of Ethics
|
|
14.1*
|
Code of Ethics and Business Conduct
|
Exhibit Number
|
Description
|
(21)
|
Subsidiaries of the Registrant
|
|
21.1
|
Pacific Green Technologies Limited, a United Kingdom corporation (wholly owned);
|
|
Pacific Green Energy Parks Limited, a British Virgin Islands corporation (wholly owned); | ||
Energy Park Sutton Bridge, a United Kingdom corporation (wholly owned by Pacific Green Energy Parks Limited).
|
||
(31)
|
Rule 13a-14 (d)/15d-14d) Certifications
|
|
31.1*
|
Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
|
|
(32)
|
Section 1350 Certifications
|
|
32.1*
|
Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
|
|
(99)
|
Additional Exhibits
|
|
99.1
|
Peterborough Renewable Energy Limited Directors’ Report and Financial Statements for the period ended December 31, 2012 (incorporated by reference to our Current Report on Form 8-K filed on December 12, 2013)
|
|
101
**
|
Interactive Data Files
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
**
|
Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
|
PACIFIC GREEN TECHNOLOGIES INC. | ||
(Registrant) | ||
Dated:
July
15
, 2014
|
By:
|
/s/ Neil Carmichael
|
Neil Carmichael
|
||
President, Secretary, Treasurer and Director
|
||
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
|
Dated: July
15
, 2014
|
By:
|
/s/ Neil Carmichael
|
Neil Carmichael
|
||
President, Secretary, Treasurer and Director
|
||
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
|
||
Dated:
July
15
, 2014
|
By:
|
/s/ Jordan Starkman
|
Jordan Starkman
|
||
Director
|
||
Dated
: July
15
, 2014
|
By:
|
/s/ Andrew Jolly
|
Andrew Jolly
|
||
Director
|
|
·
|
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
|
|
·
|
full, fair, accurate, timely and understandable disclosure in all reports and documents that the Corporation files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Corporation that are within the Senior Officer’s area of responsibility;
|
|
·
|
compliance with applicable governmental laws, rules and regulations;
|
|
·
|
the prompt internal reporting of violations of the Code; and
|
|
·
|
accountability for adherence to the Code.
|
|
1.
|
act with integrity, including being honest and candid while still maintaining the confidentiality of information when required or consistent with the Corporation’s policies;
|
|
2.
|
avoid violations of the Code, including actual or apparent conflicts of interest with the Corporation in personal and professional relationships;
|
|
3.
|
disclose to the Board or the Audit Committee any material transaction or relationship that could reasonably be expected to give rise to a breach of the Code, including actual or apparent conflicts of interest with the Corporation;
|
|
4.
|
obtain approval from the Board or Audit Committee before making any decisions or taking any action that could reasonably be expected to involve a conflict of interest or the appearance of a conflict of interest;
|
|
5.
|
observe both the form and spirit of laws and governmental rules and regulations, accounting standards and Corporation policies;
|
|
6.
|
maintain a high standard of accuracy and completeness in the Corporation’s financial records;
|
|
7.
|
ensure full, fair, timely, accurate and understandable disclosure in the Corporation’s periodic reports;
|
|
8.
|
report any violations of the Code to the Board or Audit Committee;
|
|
9.
|
proactively promote ethical behaviour among peers in his or her work environment; and
|
|
10.
|
maintain the skills appropriate and necessary for the performance of his or her duties.
|
|
1.
|
familiarize himself or herself with the disclosure requirements generally applicable to the Corporation;
|
|
2.
|
not knowingly misrepresent, or cause others to misrepresent, facts about the Corporation to others, including the Corporation’s independent auditors, governmental regulators, self-regulating organizations and other governmental officials;
|
|
3.
|
to the extent that he or she participates in the creation of the Corporation’s books and records, promote the accuracy, fairness and timeliness of those records; and
|
|
4.
|
in relation to his or her area of responsibility, properly review and critically analyse proposed disclosure for accuracy and completeness.
|
|
1.
|
notify the Corporation of any existing or potential violation of this Code, and failure to do so is itself a breach of the Code; and
|
|
2.
|
not retaliate, directly or indirectly, or encourage others to do so, against any Employee for reports, made in good faith, of any misconduct or violations of the Code solely because that Employee raised a legitimate ethical issue.
|
|
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 report is being prepared;
|
|
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;
|
|
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; and
|
|
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 (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
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
|
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Neil Carmichael
|
|
Neil Carmichael
|
|
President, Secretary, Treasurer and Director
|
|
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
|
Pacific Green Technologies Inc.
|
(1)
|
the Annual Report on Form 10-K of Pacific Green Technologies Inc. for the period ended March 31, 2014 (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 Pacific Green Technologies Inc.
|
/s/ Neil Carmichael
|
||
Dated: July 15, 2014
|
Neil Carmichael
|
|
President, Secretary, Treasurer and Director
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
|
||
Pacific Green Technologies Inc.
|