Amended Quarterly Report (10-q/a)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No.1 )

(Mark One)

R	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2013
or
£	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from  to

     Commission File Number: 333-125678 (1933 Act)

GLOBAL ECOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	86-0892913
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
96 Park Street, Montclair, New Jersey	07042
(Address of principal executive offices)	(Zip Code)

[phone]

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.       R  Yes £ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).                                                  R Yes £ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (check one)

Large accelerated filer		o		Accelerated filer		o
Non-accelerated filer		o (Do not check if a smaller reporting company)		Smaller reporting company		þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).       

                             £ Yes R No

    As of August 13, 2013 there were 499,900,351 shares of common stock of Global Ecology Corporation outstanding.

 

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GLOBAL ECOLOGY CORPORATION

(A Nevada Corporation)

TABLE OF CONTENTS

 

 

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements	3
Balance Sheet as of  June 30, 2013 (Unaudited) and December 31, 2012 (Unaudited)	4
PART II — OTHER INFORMATION
Item 6. Exhibits	33
Signatures	34

Exhibit 31.1

Exhibit 31.2

Exhibit 32.1

Exhibit 32.2

Explanatory Note

This Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) to our Quarterly Report on Form 10-Q for the period ended June 30, 2013, which was filed with the Securities and Exchange Commission on August 19, 2013 (the “Original10-Q”), is being filed to revise the unaudited balance sheet as of June 30, 2013 and December 31, 2012, in Part I, Item 1 of the Original 10-Q, to correct errors that occurred in the EDGAR conversion of our word document that resulted the deletion of the line item “cash and cash equivalents” of the balance sheet.

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), unaudited balance sheet as of June 30, 2013 and December 31, 2012, in Part I, Item 1 of the Original 10-Q has been added to this Amendment No. 1 in its entirety reflect the missing line item “cash and cash equivalents and Part II, Item 6 of the Original 10-Q has been amended and restated in its entirety, solely to include as exhibits the certifications under Exchange Act Rule 13a-14(a) required to be filed with this Amendment No. 1. This Amendment No. 1 does not amend or otherwise update any other information in the Original 10-Q.  Accordingly, this Amendment No. 1 should be read in conjunction with the Original 10-Q and with our filings with the Securities and Exchange Commission subsequent to the Original 10- Q.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

GLOBAL ECOLOGY CORPORATION
Condensed Consolidated Balance Sheet
as of
		Un-Audited
		June 30,	December 31,
		2013	2012
Assets
Current Assets
	Cash and cash equivalents	$                      (767)	$                    (3,452)
	Accounts receivable – trade	2,500	-
	Inventories	33,355	37,403
	Total current assets	35,088	33,951
	Property, plant and equipment, net of accumulated depreciation	304,230	366,325
	Capitalized software, net of accumulated amortization	-	-
	Other intangible assets	21,500	21,500
	Deposits	15,000	15,000
	Investment in joint venture	780,000	780,000
	Reserve for impairment of Investment in joint venture	(780,000)	(780,000)
Total Assets		$                  375,818	$                  436,776
Liabilities and Shareholders' Deficit
	Accounts payable and accrued liabilities	$               1,271,460	$               1,081,452
	Accounts payable and accrued liabilities to related parties	551,903	368,530
	Notes payable and advances related parties	830,629	848,941
	Notes payable	1,533,947	1,463,047
	Total current liabilities	4,187,939	3,761,970
	Long term notes payable, net of current portion	1,500,000	1,500,000
Total Liabilities		5,687,939	5,261,970
Shareholders' Deficit:
	Series A cumulative convertible preferred stock, $.001 par value, 10,000,000 shares authorized, 2,150,000 issued and outstanding	2,150	2,150
	Series B cumulative convertible preferred stock, no par value, 5% non-cumulative; liquidation preference of $14.64 per share; 2,000,000 shares authorized, 0 issued and outstanding	-	-
	Common Stock, par value $.001; 500,000,000 shares authorized, 469,714,296 and 3,95,769,546  shares issued and outstanding, respectively'	499,901	489,326
	Additional paid-in-capital	26,738,835	26,740,210
	Accumulated deficit	(32,090,188)	(31,594,061)
	Less treasury at cost, 1,817,000 shares	(462,819)	(462,819)
	Total shareholders’ deficit	(5,312,121)	(4,825,194)
Total liabilities and shareholders’ deficit		$                  375,818	$                  436,776

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Item 6.  Exhibits

The exhibit listed on the Exhibit Index (following the signatures section of this Quarterly Report on

Form 10-Q/A are included, or incorporated by reference, in this Quarterly Report on Form 10-Q/A.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signature                  

 Title                                

              

      Date

/s/ Peter D. Ubaldi

Chief Executive Officer & President      

August 23, 2013

_______________________

Peter D. Ubaldi

/s/ Peter D. Ubaldi

Principal Financial Officer

August 23, 2013

_______________________

Peter D. Ubaldi

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EXHIBIT INDEX

Pursuant to Item 601(a)(2) of Regulation S-K, this Exhibit Index immediately precedes the exhibits.

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q/A for the period ended June 30, 2013 (are numbered in accordance with Item 601 of Regulation S-K).

EXHIBIT

NUMBER                                          DESCRIPTION

2.1 Acquisition Agreement (included as Exhibit 2.1 to our Current Report on Form 8-K filed August 31, 1993 and incorporated herein by reference)

3.1 Amendments of Articles of Incorporation (included as Exhibit C to our Form 14C DEF filed February 7, 2006 and incorporated herein by reference)

 

3.2 Amendment of Articles of Incorporation (included as Exhibit 3.1 to our Current Report on Form 8-K filed November 3, 2009 and incorporated herein by reference)

31.1† Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2†Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS** XBRL Instance Document

101.SCH** XBRL Taxonomy Extension Schema Document

101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB** XBRL Taxonomy Extension Label Linkbase Document

101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF** XBRL Taxonomy Extension Definition Linkbase Document

________________________

† Filed herewith

*Furnished herewith

** Exhibit filed with the original Form 10-Q

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