PINX:ENVR Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
 
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012
 
o TRANSITION REPORT UNDER  SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
For the transition period from ______ to _______

File No. 333-164086

ENVIRATRENDS, INC.
(Exact name of registrant as specified in its charter)

Wyoming
 
5900
 
27-0566627
(State or other jurisdiction of
incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
I.R.S. Employer
Identification No.

1900 Main Street
Suite 312
Sarasota, FL
 
34236
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number:  941.365.8835
 
N/A
(Former name, former address and former three months, if changed since last report)
 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

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

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

Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller Reporting Company
x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of August 1, 2012 there were 24,190,850 shares issued and outstanding of the registrant’s common stock.
 


 
 

 
TABLE OF CONTENTS
 
 
PART I
     
         
Item 1.
FINANCIAL INFORMATION
    3  
Item 2.   
Management’s Discussion and Analysis or Plan of Operation.
    10  
Item 3.  
Quantitative and Qualitative Disclosure about Market Risk
    13  
Item 4.  
Controls and Procedures.
    14  
           
 
PART II
       
           
Item 1.  
Legal Proceedings.
    15  
Item 2.  
Unregistered Sales of Equity Securities and Use of Proceeds.
    15  
Item 3.  
Defaults Upon Senior Securities
    15  
Item 4.
Mine Safety Disclosures.
    15  
Item 5.  
Other Information.
    15  
Item 6.  
Exhibits.
    16  
SIGNATURES     17  
 
 
2

 
 
ENVIRATRENDS, INC.
(A Development Stage Company)
BALANCE SHEETS
AS OF JUNE 30, 2012 AND SEPTEMBER 30, 2011
 
   
June 30,
   
September 30,
 
   
2012
   
2011
 
   
(Unaudited)
       
ASSETS
CURRENT ASSETS:
           
Cash
  $ 1,137       1,452  
Total current assets
    1,137       1,452  
                 
LONG TERM ASSETS:
               
Furniture and equipment, net accumulated depreciation of $3,045 and $1,942
    1,437       2,558  
                 
Total Assets
    2,574       4,010  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
               
Accrued expenses
    7,031       11,151  
Accrued payroll due to shareholder
    196,733       123,623  
Due to affiliate
    64,184       64,184  
Due to shareholder
    399,917       262,487  
                 
TOTAL CURRENT LIABILITIES
    667,865       461,445  
                 
COMMITMENTS AND CONTINGENCIES
               
                 
STOCKHOLDERS' (DEFICIT):
               
Common stock, no par value, 5,000,000,000 shares authorized
               
24,190,850 and 24,189,850 shares issued and outstanding as of
               
June 30, 2012 and September 30, 2011, respectively
    230,297       230,197  
Deficit accumulated during development stage
    (895,588 )     (687,632 )
Total stockholders' equity (deficit)
    (665,291 )     (457,435 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $ 2,574       4,010  
 
The accompanying notes are an integral part of these financial statements.
 
 
3

 
 
ENVIRATRENDS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
 
   
For the Three
Months Ended
   
For the Three
Months Ended
   
For the Nine
Months Ended
   
For the Nine
Months Ended
   
Cumulative From
June 22, 2009
(Date of Inception) To
 
   
June 30, 2012
   
June 30, 2011
   
June 30, 2012
   
June 30, 2011
   
June 30, 2012
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                               
Net revenue
  $ -     $ -     $ -     $ -     $ -  
                                         
Expenses
    72,394       61,731       207,956       198,635       895,588  
                                         
Net loss
  $ (72,394 )   $ (61,731 )   $ (207,956 )   $ (198,635 )   $ (895,588 )
                                         
Net loss per common share - basic and diluted
  $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.01 )        
                                         
Weighted average common equivalent shares outstanding - basic and diluted     24,190,850       24,189,850       24,190,248       24,189,850          
 
The accompanying notes are an integral part of these financial statements.
 
 
4

 
 
ENVIRATRENDS, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE PERIOD FROM JUNE 22 , 2009 (DATE OF INCEPTION) TO JUNE 30, 2012
 
   
Common Stock
   
Deficit
Accumulated
During
Development
   
Total
Stockholders'
Equity
 
   
Shares
   
Amount
   
Stage
   
(Deficit)
 
                                 
Balance, June 22, 2009 (Inception)
    -     $ -     $ -     $ -  
                                 
Issuance of 10,000,000 shares to the founder and president valued at $0.001 per share     10,000,000       10,000       -       10,000  
                                 
Issue 530,000 shares of common stock for cash; each share issued for $0.02 per share     530,000       10,600       -       10,600  
                                 
Net loss
    -       -       (61,466 )     (61,466 )
                                 
Balance, September 30, 2009
    10,530,000       20,600       (61,466 )     (40,866 )
                                 
Issuance of 10,000,000 shares of common stock for cash; each share issued for $0.02 per share     10,000,000       200,000       -       200,000  
                                 
Issuance of 3,180,000 shares of common stock for product rights to a related party     3,180,000       -       -       -  
                                 
Issuance of 274,200 shares of common stock for services
    274,200       5,484       -       5,484  
                                 
Issuance of 342,750 shares of common stock for compensation
    342,750       6,855       -       6,855  
                                 
Cancellation of 137,100 shares of common stock for services
    (137,100 )     (2,742 )     -       (2,742 )
                                 
Net loss
    -       -       (343,086 )     (343,086 )
                                 
Balance, September 30, 2010
    24,189,850       230,197       (404,552 )     (174,355 )
                                 
Net loss
    -       -       (283,080 )     (283,080 )
                                 
Balance, September 30, 2011
    24,189,850     $ 230,197     $ (687,632 )   $ (457,435 )
                                 
Issuance of 1,000 shares of common stock for cash; each share issued for $0.10 per share     1,000       100       -       100  
                                 
Net loss
    -       -       (207,956 )     (207,956 )
                                 
Balance, June 30, 2012 (Unaudited)
    24,190,850     $ 230,297     $ (895,588 )   $ (665,291 )
 
The accompanying notes are an integral part of these financial statements.
 
 
5

 

ENVIRATRENDS, INC
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
 
   
For the Nine
Months Ended
   
For the Nine
Months Ended
   
Cumulative
From June 22, 2009
(Date of Inception)
 
   
June 30, 2012
   
June 30, 2011
   
To June 30 2012
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
CASH FLOWS (TO) FROM OPERATING ACTIVITIES:
                 
Net loss
  $ (207,956 )   $ (198,635 )   $ (895,588 )
Adjustment to reconcile net loss to net cash used in operating activities
                       
Stock issued for services
    -       -       19,597  
Depreciation expense
    1,121       633       3,045  
Change in operating assets and liabilities:
                       
Accrued expenses
    (4,120 )     4,384       7,031  
Accrued payroll due to shareholder
    73,110       54,611       196,733  
                         
Net cash used in operating activities
    (137,845 )     (139,007 )     (669,182 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Purchase of computer equipment
    -       (1,482 )     (4,482 )
                         
Net cash used in investing activities
    -       (1,482 )     (4,482 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Change in due to affiliates
    -       799       64,184  
Change in due to shareholders
    137,430       77,964       399,917  
Issuance of common stock for cash
    100       -       210,700  
                         
Net cash provided by financing activities
    137,530       78,763       674,801  
                         
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS
    (315 )     (61,726 )     1,137  
                         
CASH & CASH EQUIVALENTS, BEGINNING BALANCE
    1,452       -       -  
                         
CASH & CASH EQUIVALENTS, ENDING BALANCE
  $ 1,137     $ (61,726 )   $ 1,137  
                         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
                       
Interest paid
  $ -     $ -     $ -  
Income taxes paid
  $ -     $ -     $ -  
 
The accompanying notes are an integral part of these financial statements.
  
 
6

 
 
EnviraTrends, Inc.
(A Development Stage Company)
Notes To Financial Statements
June 30, 2012
 
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

History

EnviraTrends, Inc. (the “Company”), a development stage company, was organized in Wyoming on June 22, 2009. The Company is in the development stage as defined in Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 915, “Development Stage Entities.”  The Company is in the business of selling pet memorial products. The fiscal year end is September 30.

Development Stage Company and Going-Concern

The Company is in the development stage since planned principal activities have not commenced and the Company has not generated any revenue. In a development stage company, management devotes most of its activities to developing a market for its products and services. These financial statements have been prepared on a going-concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business.

The Company has a deficit accumulated during the development stage of $895,588. Further, the Company has negative working capital of $666,728 as of June 30, 2012.  These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The continuation of the Company as a going-concern and the ability of the Company to emerge from the development stage is dependent upon the continued financial support from its stockholders, the ability of the Company to obtain necessary equity and debt financings to continue operations and to generate sustainable revenue. There is no guarantee that the Company will be able to raise adequate equity or debt financings or generate profitable operations.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.

Cash and Cash Equivalents

For purposes of the statements of cash flows, EnviraTrends considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Revenue Recognition

EnviraTrends plans to recognize revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured.
 
 
7

 
 
EnviraTrends, Inc.
(A Development Stage Company)
Notes To Financial Statements
June 30, 2012

Income Taxes

The Company uses the liability method of accounting for income taxes pursuant to ASC Topic 740, “Income Taxes.”  Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of temporary differences between the tax basis of the assets and liabilities and their financial amounts at year-end.  The Company adopted the provisions of FASB ASC 740-10, Accounting for Uncertainty in Income Taxes - An interpretation of FASB Statement 109, (formerly FASB issued Interpretation 48 - FIN 48), on October 1, 2009.  FASB ASC 740-10-65 clarifies the accounting and disclosure requirements for uncertainty in tax positions, as defined.  It required a two-step approach to evaluate tax positions and determine if they should be recognized in the financial statements.  The two-step approach involves recognizing any tax positions that are “more likely than not” to occur and then measuring those positions to determine if they are recognizable in the financial statements.  Management regularly reviews and analyzes all tax positions and has determined that no aggressive tax positions have been taken.

Basic and Diluted Net Loss per Share

Basic earnings per common share is computed based upon the weighted average number of common shares outstanding during the period. Diluted earnings per share consists of the weighted average number of common shares outstanding plus the dilutive effects of options and warrants calculated using the treasury stock method. In loss periods, dilutive common equivalent shares are excluded as the effect would be anti-dilutive.

Stockholder’s Equity

The Company records shares as issued when the obligation to issue has occurred and the subscriber has all the rights and duties of a stockholder.

Recently Issued Accounting Pronouncements

EnviraTrends does not expect the adoption of recently issued accounting pronouncements to have a material effect on its results of operations, financial position, or cash flows.

NOTE 2 - STOCKHOLDER'S EQUITY

On March 13, 2012, the Company issued 1,000 shares for $0.10 per share to an investor.

The Company has the ability to issue up to 20,000,000 shares of no par value preferred stock.  As of June 30, 2012, there were no shares issued and outstanding.
 
 
8

 
 
EnviraTrends, Inc.
(A Development Stage Company)
Notes To Financial Statements
June 30, 2012

NOTE 3 – RELATED PARTY TRANSACTIONS

EnviraTrends subleases office space from an affiliate for $2,226 per month.  The sublease expired December 31, 2009 at which time the Company was able to continue on a month to month basis or be subject to the terms of a new master lease.  The Company has recorded rent expense of $6,677, $20,031 and $73,778 for the three and Nine months ended June 30, 2012 and 2011 and for the period June 22, 2009 (date of inception) to June 30, 2012, respectively.

From June 22, 2009 (date of inception) through June 30, 2012, ImagiTrend Group LLC, (“ImagiTrend”) of which the president and majority stockholder is managing member, paid certain expenses on behalf of the Company.  The amount due to ImagiTrend as of June 30, 2012 and September 30, 2011 is $64,184, which is non interest bearing and unsecured.

NOTE 4 – INCOME TAXES

EnviraTrends uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During the current period, EnviraTrends incurred a net loss and therefore has no tax liability.

NOTE 5 – DUE TO SHAREHOLDER

On August 1, 2009, the Company entered into an employment agreement with Russell Haraburda, the Company’s President.  The agreement provides for a monthly salary of $10,000.  Russell has also loaned funds to the company as an unsecured, noninterest bearing loan.  As of June 30, 2012 and September 30, 2011, the amount due to Mr. Haraburda is $596,650 and $386,110, respectively.

NOTE 6 – SUBSEQUENT EVENTS

The Company has evaluated all subsequent events that occurred up to the time of the Company's issuance of its financial statements.
 
 
9

 
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation
 
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q.

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking.  Forward-looking statements are, by their very nature, uncertain and risky.  These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.
 
Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them.  Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements.  You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Plan of Operation

We have decided to focus our initial marketing efforts in China.  Since November 2010, we have been continuing to modify and develop our business plan, refocusing initially on the China market, as follows:

Sourcing Manufacturers

In order to secure a manufacturer for our products, on January 23, 2011, we entered into an agreement with a non-affiliated third party, Dragon Sino Limited, a Hong Kong corporation (“Consultant”), pursuant to which Consultant has agreed to render and perform the following services to us:
 
 
Identify various manufacturers in China capable of producing our Pet Memorial product at a reasonable price;
 
Assist us in negotiating a manufacturing contract with the manufacturer chosen;
 
Act as a liaison in the initial stages of the relationship between the manufacturer and us and to facilitate the process of manufacturing our product.
 
At our sole option, Consultant will serve as our ongoing agent and liaison with the manufacturer so long as us has a relationship with the manufacturer.
 
 
10

 

Developing a Marketing Program in China

On November 23, 2010, we entered into a Product Marketing Agreement with China Ventures Inc, (CV) a Nevada corporation with offices located at Sichuan, Chengdu 641001 Ren Min Nan Lu 4 duan 27 hao, Shang Ding Guoji 2 dong 1 danyuan 1015 (“CV” or “MiUSA).
 
Under the agreement CV/MiUSA will provide the following basic services:

 
MiUSA will translate Product documentation as necessary and label and assist through China Customs Clearance.  MiUSA will rely upon all information supplied by us for the label translation but will assume all liability for the accuracy of the translated label.
 
MiUSA will establish the Product in at least one brick-and-mortar retail destination.  The MiUSA Project will collect the residual inventory and invoiced amount due for us.
 
MiUSA will develop a Pet memorial street Team necessary to promote the USA produced Product through a sample program in locations adjacent to the key outlets and during optimal foot-traffic timing periods.
 
MiUSA, through surveys, will deliver the findings to us enabling us to expand, augment, adjust or abandoned the market.
 
MiUSA will introduce the Product to qualified distributors and sign a minimum of 5 (five) distributors for the Product distribution.
 
MiUSA will register/license the Product in China as a pet memorial product.  To acquire a registration/license is a minimum six months and maximum of eighteen months process. CV will not be responsible for the registration delay if us fails to provide the necessary documentation.
 
MiUSA will provide a private labeler to package and/or produce the Product domestically.  We are under no obligation to accept or use the private labeler.

As of the date of this report, manufacturing and distribution of our products by third parties has not commenced.  We have not sold any products as of the date of this report.

Results of Operations

Three Months Ended June 30, 2012 compared to Three Months Ended June 30, 2011

   
Three Months Ended June 30,
             
   
2012
   
2011
   
Change
 
                         
Operating revenues
  $ -     $ -     $ -       -  
                                 
Expenses
    72,394       61,731       10,663       17 %
                                 
Net loss
  $ (72,394 )   $ (61,731 )   $ (10,663 )     17 %
                                 
 
 
11

 
 
Expenses:  Expenses were $72,394 for the three months ended June 30, 2012, an increase of $10,663 or 17%, compared to $61,731 for the three months ended June 30, 2011.  The increase is due to an increase in payroll expenses and accounting fees.

Nine months Ended June 30, 2012 compared to Nine months Ended June 30, 2011

   
Nine Months Ended June 30,
             
   
2012
   
2011
   
Change
 
                         
Operating revenues
  $ -     $ -     $ -       -  
                                 
Expenses
    207,956       198,635       9,321       5 %
                                 
Net loss
  $ (207,956 )   $ (198,635 )   $ (9,321 )     5 %
                                 
 
Expenses:  Expenses were $207,956 for the Nine months ended June 30, 2012, an increase of $9,321 or 5%, compared to $198,635 for the Nine months ended June 30, 2011.  The increase is due to an increase in payroll expenses and accounting fees.

Liquidity and Capital Resources

During the period June 22, 2009 (date of inception) through September 30 2011, we have raised $210,700 through the sale of our common stock, and an affiliate has provided $64,184 through the payment of certain expenses on our behalf.   All payments required under the Agreements with the Chinese companies described above to date have been made.  Until we generate operating revenue, the parties to these Agreements have agreed to accept a personal guarantee of payment in lieu of cash from Mr. Haraburda, our President and Director.  He has pledged a total of 50,000 shares common shares (40,000 shares to China Ventures and 10,000 shares to CV/MiUSA) as collateral for this guarantee. When all the obligations under each guarantee are satisfied, the companies will release 80% of the collateral to the Guarantor but retain the remainder.  Further, we intend to secure advances on orders in China which we will use to make payments necessary to manufacture the items to fulfill the order or, alternatively, factor the orders when received in order to generate the necessary funds to manufacture the products. Based upon the foregoing, we do not anticipate we will need any additional capital to implement our revised business plan, commence active marketing efforts, generate sales, manufacture products and generate revenues.

From inception, we have suffered from continuous losses with an accumulated deficit of $895,588 as of June 30, 2012. The continuation as a going concern through June 30, 2013 is dependent upon the continued financial support from our stockholders. Also, we are currently pursuing the additional financing for our operations. However, there is no assurance that we will be successful in securing sufficient funds to sustain the operations.
 
 
12

 

Going Concern

Our financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  We are in the development stage and have not generated any revenues from operations and have incurred accumulated losses of $895,588.  As of June 30, 2012, the Company has negative working capital of $666,728.  These conditions raise substantial doubt about our ability to continue as a going concern.  We have issued stock to raise capital to fund current operations and believe that additional shares can be issued to fund operations until we begin generating revenue. We are in the process of contracting with suppliers to manufacture the product and have begun marking and advertising campaigns.  If we are unable to find a manufacturer, then we might have to cease operations unless a viable alternative is found. 

Critical Accounting Policies

Cash and Cash Equivalents

For purposes of the statements of cash flows, EnviraTrends considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Revenue Recognition

EnviraTrends plans to recognize revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured.
 
Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
Not required.
 
 
13

 

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company has established disclosure controls and procedures to ensure that information required to be disclosed in this quarterly report on Form 10-Q was properly recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms.  The Company’s controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers to allow timely decisions regarding required disclosure.
 
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) at June 30, 2012 based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer/Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer/Chief Financial Officer concluded that, at June 30, 2012, our disclosure controls and procedures are effective.
 
Changes in Internal Controls Over Financial Reporting

There were no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 
14

 
 
PART II — OTHER INFORMATION
 
Item 1.  Legal Proceedings.
 
None.
 
Item 1A. Risk Factors

Not applicable to smaller reporting companies.
 
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.
 
On March 13, 2012, the Company issued 1,000 shares for $0.10 per share to one investor for aggregate consideration of $100 under Section 4(2) of the Securities Act of 1933.

We believed that Section 4(2) of the Securities Act of 1933 was available for each separate issuance transaction described above because:

 
o
None of these issuances involved underwriters, underwriting discounts or commissions.
 
o
Restrictive legends were and will be placed on all certificates issued as described above.
 
o
The distribution did not involve general solicitation or advertising.
 
o
The distributions were made only to investors who had a pre-existing relationship and who were sophisticated enough to evaluate the risks of the investment.

In connection with the above transactions, although some of the investors may have also been accredited, we provided the following to all investors:

 
o
Access to all our books and records.
 
o
Access to all material contracts and documents relating to our operations.
 
o
The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.

Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business. Prospective Investors were also invited to visit our offices.
 
Item 3.  Defaults Upon Senior Securities
 
None.
 
Item 4.  Mine Safety Disclosures
 
Not applicable
 
Item 5.  Other Information.
 
None. 
 
 
15

 
 
Item 6.  Exhibits.
 
(a)  
Exhibits.
 
Exhibit No.
 
Document Description
     
31.1
 
CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
     
32.1 *
 
CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
     
Exhibit 101    Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
 
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**

*  This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
 
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
16

 
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
EnviraTrends, Inc.
 
       
Date: August 7, 2012
By:
/s/ Russell Haraburda
 
   
Russell Haraburda,
President,
 
   
Chief Executive Officer and Principal Executive Officer
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

SIGNATURE
 
NAME
 
TITLE
 
DATE
             
/s/ Russell Haraburda
 
Russell Haraburda
 
President and Director,
 
August 7, 2012
       
Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
   
 
 
17

 

EXHIBIT INDEX
 
Exhibit No.
 
Document Description
     
31.1
 
CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
     
32.1 *
 
CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
     
Exhibit 101    Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
 
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**

*  This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
 
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
18

PINX:ENVR Quarterly Report 10-Q Filling

PINX:ENVR Stock - Get Quarterly Report SEC Filing of PINX:ENVR stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

PINX:ENVR Quarterly Report 10-Q Filing - 6/30/2012
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