10-Q: Z3 ENTERPRISES, INC.
22.05.12
10-Q: Z3 ENTERPRISES, INC.
(EDGAR Online via COMTEX) --
Element 2. Management's Discussion and Analysis of Financial Condition and Results of In force
The Company began its development stage in July 2002. Since inception, it has focused on the whole on research and development activities, organizing the company, finding and negotiating with vendors, raising wealth and laying the groundwork to take the Company public.
The original planned principal operations were to display fully integrated multi-media products targeting the marginally literate. That changed when the Gathering signed a Joint Venture Agreement with Phoenix Productions and Entertainment Dispose (PPEG) and thereby commenced substantial operations and the focus shifted to health and wellness books; instructional, entertainment and reality show programming as well as feature films and special event marketing.
As a outcome of the joint venture, the Company changed its name from Bibb Corporation to Z3 Enterprises, Inc. A few months later, PPEG bought out the womanhood shareholder of the Company and the Company changed control.
From September 2010 through Demonstration 2011, the Company pursued business opportunities with Usee, Inc. and Usee Ca, Inc.; and Trinity Springs, Ltd., severally, but the respective acquisition agreements were never consummated and the projects were terminated.
On December 24, 2010, the Body executed a Memorandum of Understanding with Taharqa Aleem and Tunde Ra Aleem (the Aleem Brothers) whereby Z3E was to gain various intangible rights to the print and musical works of the Aleem Brothers who formed a ensemble called The Ghetto Fighters. The memorandum provided for the transfer of all rights, title and interest to full region possible under law to unreleased recordings of The Ghetto Fighters featuring Jimi Hendrix, among other properties.
The message also provided for cash payments of $500,000 from the Company to the Aleem Brothers, the issuance of $500,000 merit of the Company's common stock and royalty payments ranging from 20% to 50% from projects based on the printed matter and musical works.
The Aleem Brothers requested and received $75,000 in seemly faith money.
The Company's due diligence raised questions about some of the claims being made. On Tread 11, 2011, the Company proposed to nullify the terms of the agreement and replace it with one that more accurately reflected the area and value of the works being acquired.
A new contract was presented by the Company to the Aleem Brothers and there was no feedback. Consequently, the Company terminated the contract and requested return of the funds advanced. To period, the funds have not been returned.
As a result, the agreement remained on the company's books. Since then the Entourage's direction has changed. It is no longer involved in entertainment projects.
In March 2011, directing was presented with an opportunity that they believed should generate revenues far earlier than the typical timeline for proceeds related to films and other entertainment projects.
To that end, on April 15, 2011, the Company acquired HPEV, Inc, a Delaware corporation, through a Due Exchange Agreement that would soon hold 1 patent and 6 patents-pending which travel a variety of composite heat pipes and heat pipe applications as well as a palpable pending related to electric load assist and parallel vehicle policy that enables vehicles to alternate between two sources of power. The initial patent and patents hanging fire were assigned to HPEV on May 5, 2011. Two additional patents pending are in the process of being assigned to HPEV.
HPEV's technologies in aggregate with existing technologies should enable us to convert any existing internal combustion conveyance on the road into a plug-in hybrid electric vehicle which should result in reduced force and maintenance costs as well as emissions.
Subsequent to the acquisition of HPEV, Inc. the Company changed its subject focus to that of HPEV.
The share exchange transaction with HPEV, Inc. and its shareholders was treated as a quash acquisition, with HPEV, Inc. as the accounting acquirer and Z3 Enterprises, Inc. as the acquired party. Unless the surroundings suggests otherwise, when this report references business and financial information for periods late to the consummation of the reverse acquisition, it is referring to the business and financial information of HPEV, Inc. and references aftermath of to the consummation of the reverse acquisition are referring to consolidated business and financial gen of Z3 Enterprises, Inc. and HPEV, Inc.
HPEV began its development stage on March 24, 2011. Since inception, the Throng has focused primarily on research and development activities, organizing the company, determination and negotiating with vendors, and raising capital.
The planned principal operations are to commercialize the technology from patents developed by two of the Assemblage's current shareholders.
As a result of the Share Exchange Agreement signed on Procession 29, 2011, HPEV became a subsidiary of Z3 Enterprises, Inc. as of April 15, 2011, the date the coalescence was deemed closed. For accounting purposes, the acquisition of HPEV, Inc by Z3 Enterprises, Inc. has been recorded as a change acquisition of a public company and recapitalization of Z3 Enterprises, Inc. based on factors demonstrating that HPEV, Inc. represents the accounting acquirer. Afterward, Z3E changed its business direction and now plans to commercialize the patents. To that end, the initial patents and patents-in a holding pattern were assigned to HPEV on May 5, 2011. The assignment consisted of one patent and six patents-pending which blanket a variety of composite heat pipes and heat pipe applications as well as a patent depending on related to electric load assist and parallel vehicle platform that enables vehicles to alternate between two sources of power. Two additional patents-impending are in the process of being assigned to HPEV.
HPEV's technologies in combination with existing technologies should allow the Company to convert any existing internal combustion vehicle on the road into a advertise-in hybrid electric vehicle which should result in reduced energy and maintenance costs as well as emissions.
The House has an accumulated deficit of $1,279,600 since inception through June 30, 2011. The Company's liabilities perfect $547,449 and equity total $1,082,004 as of June 30, 2011. The Company has generated no net income in 2011. As a result, it has been issued a "substantial doubt" going concern conviction from the auditors.
OVERVIEW
As a consequence of its April 15, 2011 acquisition of HPEV, Inc, the Assembly plans to commercialize the Hybrid Plug-in Electric Vehicle or HPEV retrofit system and utilize impassion pipe technology that should dramatically improve a broad spectrum of products.
To that end: HPEV has been assigned seven patents (1 awarded, 6 imminent with another 2 patents-pending remaining to be assigned) covering technology that increases the power density of electrifying motors and a parallel vehicle platform. A parallel vehicle platform enables a means to run on two sources of power.
By combining HPEV's new technologies with existing technologies into a retrofit system, it should be workable to convert any vehicle on the road today into a plug-in, hybrid electric channel. Hybrid vehicles run on either gas or diesel and electric power depending on which is more efficient for the dart and driving conditions. The increase in efficiency reduces the load on the engine and that reduces verve and maintenance costs as well as emissions.
Depending on the vehicle, payback for the conversion could be anywhere from two months to two years.
A instance will be used to showcase the effectiveness of the technology, generate data and function as a marketing agency to generate orders. The Company's initial conversion is due for completion in late first residence or early second quarter of 2012. The target markets include expeditious, commercial and consumer vehicles ranging from SUVs to tractor-trailer trucks and buses.
As the existing infrastructure at most agency maintenance facilities is sufficient to perform the conversions, the Company plans to certify the technology to automotive dealers and service centers nationwide as well as to fleet owners.
The Performers intends to license its exclusive heat pipe technology as well. Composite stress pipes can be used to convey thermal energy away from heat sources such as engines or even check calipers and resistors. The pipes operate without using pumps or moving parts and should green light the engines to run cooler. The cooler an engine runs, the more horsepower it can generate and the longer the motor may last. A cooler motor is also less likely to suffer heat-related failure.
Hence, the composite heat pipes should benefit any device which relies on an engine -- everything from young appliances to boats and airplanes -- as well as devices that generate heat such as instinctive weapons and brake systems.
STRATEGY
The Company's strategy hinges on the beginning conversion of a standard truck into a plug-in hybrid electric vehicle. A Ford F350 will be utilized to showcase the validity of the technology, generate data and function as a marketing road to generate orders. The target markets include consumer, commercial and swift vehicles ranging from cars to tractor-trailer trucks and buses.
Source: Middle East North Africa Financial Network