UNITED STATES      
     SECURITIES AND EXCHANGE COMMISSION    
       Washington, D. C. 20549      
             
             
       Form 10-Q      
             
             
   
[X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    
             
      For the quarterly period ended June 30, 2018      
             
       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: 000-12895      
             
             
      Pacific Blue Energy Corp.    
      (Exact name of registrant as specified in its charter)      
             
             
    Nevada       80-0647957  
   (State or other jurisdiction of incorporation)        (IRS Employer Identification Number)  
             
             
  937 Old Senecca Road          
   Skaneateles, New York       13152-9318  
     (Address of principal executive offices and Zip Code)        (Zip Code)  
             
             
       (315) 558-3702      
       (Registrant's telephone number, including area code)      
             
 
 

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days. YES [X]   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 (SS 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 [X]     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," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer
[  ]
Accelerated Filer
[  ]
Non-accelerated Filer
[  ]
Smaller Reporting Company
[X]
(Do not check if smaller reporting company)
               Emerging growth company   [  ] 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   YES [X]    NO [  ]
 
 
   APPLICABLE ONLY TO CORPORATE ISSUERS:  
     
 As of May 1, 2019, there were 41,029,000 shares of the registrant's $0.001 par value common stock issued and outstanding.  
 

1

 
 
 Pacific Blue Energy Corp.
Form 10-Q
 
For the Fiscal Quarter Ended June 30, 2019
 
TABLE OF CONTENTS
      Page
 Part I 
       
 Item 1 Financial Statements  3
 Item 2 Management Discussion and Analysis of Financial Condition and Results of Operations  12
 Item 3 Quantitave and Qualitative Disclosures About Market Risk  15
 Item 4 Controls and Procedures  15
       
Part II
 Item 1 Legal Proceedings  16
 Item 1A Risk Factors  16
 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds  16
 Item 3 Defaults Upon Senior Securities  16
 Item 4 Mine Safety Disclosures  16
 Item 5 Other Information  16
 Item 6 Exhibits  17
     
Signatures      18
 
 
 
PART I - FINANCIAL INFORMATION
       
 Item 1 Financial Statements  
 
  Pacific Blue Energy Corp.
 
Financial Statements
 For the Fiscal Quarter Ended June 30, 2019
 
TABLE OF CONTENTS
 
     Page
Balance Sheets (unaudited) F-1
Statements of Operations (unaudited) F-2
Statements of Cash Flows (unaudited) F-3
Notes to the Financial Statements (unaudited) F-4
       
       
F-1   
 
3
 
 
Pacific Blue Energy Corp.
            
Consolidated Balance Sheets
            
             
   
June 30,
    
December 31,
  
   
2019
    
2018
  
   
(Unaudited)
        
             
ASSETS
            
             
Current Assets
            
 Cash
  
$
-
    
$
-
  
Inventory
    
2,118
      
-
  
Total current assets
    
2,118
      
-
  
                 
Property and equipment, net
    
-
      
-
  
Land
    
-
      
-
  
                 
Total assets
  
$
2,118
    
$
-
  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
                
                 
Current Liabilities
                
Accounts payable and accrued liabilities
  
$
24,261
    
$
7,000
  
Due to related party
    
29,419
      
-
  
Total current liabilities
    
53,680
      
7,000
  
                 
Stockholders' Equity
                
Preferred stock- authorized 10,000,000 shares,
                
par value $0.001, issued and outstanding
                
nil shares
    
-
      
-
  
Common stock- authorized 290,000,000 shares,
                
par value $0.001, issued and outstanding
                
41,029,000 shares
    
41,029
      
41,029
  
Common stock issuable
    
27,000
      
27,000
  
Additional paid-in capital
    
3,317,739
      
3,317,739
  
Accumulated deficit
    
(3,437,330
)
    
(3,392,768
)
Total stockholders' equity
    
(51,562
)
    
(7,000
)
                 
Total liabilties and stockholders' equity
  
$
2,118
    
$
-
  
                 
                 
The accompanying notes are an integral part of these consolidated financial statements.
  
 
 
 
F-2
 
 
Pacific Blue Energy Corp.
                        
Consolidated Statements of Operations
                    
(Unaudited)
                        
     
For the Three Months Ended
    
For the Six Months Ended
  
   
June 30,
   
June 30,
 
   
2019
    
2018
    
2019
    
2018
  
                         
Revenues
  
$
-
    
$
-
    
$
-
    
$
-
  
                                 
Operating expenses:
                                
General and administrative
    
14,941
      
-
      
14,941
      
-
  
Professional fees
    
26,101
      
-
      
26,101
          
Compensation and benefits
    
3,520
      
-
      
3,520
      
-
  
Total operating expenses
    
44,562
      
-
      
44,562
      
-
  
                                 
Loss from operations
    
(44,562
)
    
-
      
(44,562
)
    
-
  
                                 
Other income (expense)
                                
Interest expense
    
-
      
-
      
-
      
-
  
Interest income
    
-
      
-
      
-
      
-
  
Total other income (expense)
    
-
      
-
      
-
      
-
  
                                 
Net loss
  
$
(44,562
)
  
$
-
    
$
(44,562
)
  
$
-
  
                                 
Net loss per share (basic and diluted)
  
$
(0.00
)
  
$
-
    
$
(0.00
)
  
$
-
  
                                 
Weighted average shares outstanding
    
41,029,000
      
41,029,000
      
41,029,000
      
41,029,000
  
                                 
The accompanying notes are an integral part of these consolidated financial statements.
  
 
 
 
F-3
 
 
Pacific Blue Energy Corp.
            
Consolidated Statements of Operations
            
(Unaudited)
            
    
For the Six Months Ended
  
   
June 30,
 
   
2019
    
2018
  
             
CASH FLOWS FROM OPERATING ACTVITIES:
            
             
Net loss
  
$
(44,562
)
  
$
-
  
Adjustments to reconcile net loss to net
                
loss from operating activities
                
Changes in operating assets and liabilities
                
Inventory
    
(2,118
)
    
-
  
Accounts payable and accrued liabilities
    
17,261
      
-
  
Due to related party
    
29,419
      
-
  
                 
Net Cash Used in Operating Activities
    
-
      
-
  
                 
CASH FLOWS FROM INVESTING ACTVITIES:
                
Purchase of equipment
    
-
      
-
  
                 
Net Cash Used in Investing Activities
    
-
      
-
  
                 
CASH FLOWS FROM FINANCING ACTVITIES:
                
Proceeds from loans payable
    
-
      
-
  
Repayment of loans payable
    
-
      
-
  
Proceeds from related party
    
-
      
-
  
Repayments to related party
    
-
      
-
  
                 
Net Cash Provided by (Used in) Financing Activities
    
-
      
-
  
                 
Increase (decrease) in cash
    
-
      
-
  
                 
Cash, beginning of period
    
-
      
-
  
                 
Cash, end of period
    
-
      
-
  
                 
SUPPLEMENTAL DISCLOSURES:
                
                 
Cash paid for interest
  
$
-
    
$
-
  
                 
Cash paid for taxes
  
$
-
    
$
-
  
                 
                 
The accompanying notes are an integral part of these consolidated financial statements.
  
 
 
F-4
PACIFIC BLUE ENERGY CORP.
Notes to Conso;idated Financial Statements
For the six months ended June 30, 2019
(Unaudited)

1.    Nature of Operations and Continuance of Business

Pacific Blue Energy Corp. (the "Company") was incorporated under the laws of the State of Nevada on April 3, 2007. On April 5, 2010, the Company acquired a 100% interest of Ship Ahoy LLC, a limited liability company in Arizona, in exchange for $300,000 and 1,000,000 common shares of the Company.  This investment was subsequently abandoned by the Company and the Company is currently a non-operating shell company.

Going Concern

These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated no revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As of June 30, 2019, the Company had no revenues and an accumulated deficit of $3,437,330. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company's ability to continue as a going concern for a period of one year from the issuance of these consolidated financial statements. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2.    Summary of Significant Accounting Policies

a)
Basis of Presentation and Principles of Consolidation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"), and are expressed in US dollars. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Ship Ahoy LLC. All intercompany transactions have been eliminated. The Company's fiscal year-end is December 31.

b)
Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of its long-lived assets, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

c)
Interim Financial Statements

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission ("SEC").  In the opinion of management, the accompanying financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly all financial statements in accordance with GAAP. The consolidated financial statements herein should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2018, included in the Company's Annual Report on Form 10-K. Operating results for the three and six months ended June 30, 2019 may not necessarily be indicative of results to be expected for any other interim period or for the full year.
F-5
 
PACIFIC BLUE ENERGY CORP.
Notes to Consulidated Financial Statements
For the six months ended June 30, 2019
(Unaudited)

2.    Summary of Significant Accounting Policies (Continued)
 
d)
Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of June 30, 2019 and December 31, 2018, the Company had no cash equivalents.

e) Basic and Diluted Net Loss Per Share

The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

f) Financial Instruments

ASC 820, "Fair Value Measurements", requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company's financial instruments consist principally of cash, accounts payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

F-6
 
PACIFIC BLUE ENERGY CORP.
Notes to Consolidated Financial Statements
For the six months ended June 30, 2019
(Unaudited)

2.    Summary of Significant Accounting Policies (Continued)

h) Inventory

Inventories, which are comprised of finished goods, are stated at the lower of cost (based on the first in, first out method) or market.  Inventories consist of CBD based products.

i) Reclassifications

Certain prior period amounts have been reclassified to conform to current presentation.
 
F-7
 
 
 ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION.
 
Forward Looking Statements
 
This section and other parts of this Form 10-Q quarterly report includes "forward-looking statements", that involves risks and uncertainties. All statements other than statements of historical facts, included in this Form 10-Q that address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.
 
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.
 
 
RESULTS OF OPERATIONS
 

Working Capital
 
  June 30,   December 31,  
  2019   2018  
         
 Current Assets     $ 2,118     $ -  
 Current Liabilities     53,680       7,000
 Working Capital (Deficit)      (51,562 )     (7,000 )
 
 
Cash Flows
 
 
  Jine 30,   June 30,  
  2019   2018  
         
 Cash Flows from (used in) Operating Activities   $ -     $ -
 Cash Flows from Investing Activities     -       -
 Cash Flows from (used in) Financing Activities     -       -
 Net Increase (decrease) in Cash During Period     -       -

 
 
Operating Revenues
 
We have generated revenues of $0 and $0 for the three months and six months ended June 30, 2019 and 2018.

 
Operating Expenses and Net Loss
 
 
 Operating expenses for the three months ended June 30, 2019 were $44,562 compared with $0 for the three months ended June 30, 2018.  The increase in operating expenses for the three months ended June 30, 2019 consisted of an increase in General and adminstrative expenses of $14,941 on June 30, 2019 from $0 on June 30, 2018, an increase in Professional fees of $26,101 on June 30, 2019 from $0 on June 30, 2018, an increase in Compensation and benefits of $3,520 on June 30, 2019 from $0 on June 30, 2018. 
 Operating expenses for the six months ended June 30, 2019 were $44,562 compared with $0 for the six months ended June 30, 2018.  The increase in operating expenses for the three months ended June 30, 2019 consisted of an increase in General and adminstrative expenses of $14,941 on June 30, 2019 from $0 on June 30, 2018, an increase in Professional fees of $26,101 on June 30, 2019 from $0 on June 30, 2018, an increase in Compensation and benefits of $3,520 on June 30, 2019 from $0 on June 30, 2018. 
 During the three months ended June 30, 2019, the Company recorded a net loss of 44,562. compared with net income of $0 for the three months ended June 30, 2018. 
 
 During the six months ended June 30, 2019, the Company recorded a net loss of 44,562. . compared with net income of $0 for the six months ended June 30, 2018. 
         
 
Liquidity and Capital Resources
 
 As at June 30, 2019, the Company's cash balance was $0 compared to cash balance of $0 at December 31, 2018. As of June 30, 2019, the Company's total assets were $2,2118 compared to total assets of $0 as on December 31, 2018. The increase in total assets for the six months ended June 30, 2019 consisted of an increase in inventory of $2,118 on June 30, 2019 from $0 on December 31, 2018
 
 As of June 30, 2019, the Company had total liabilities of $53,680 compared with total liabilities of $7,000 on December 31, 2018.  The increase in total liabilities for the six months ended June 30, 2019 consisted of an increase in Accounts payable and accrued liaibilities of $24,261on June 30, 2019 from $7,000 on December 31, 2018, an increase in Due to related party of $29,419 on June 30, 2019 from $0 on December 31, 2018.
 
Cashflow from Operating Activities
 
 During the six months ended June 30, 2019 the Company used $0 of cash for operating activities compared to the use of $0 of cash for operating activities during the six months ended June 30, 2018.  
 
 
Cashflow from Financing Activities
 
During the six months ended June 30, 2019 the Company did not receive any cash from financing activities as compared to $0 for the six months ended June 30, 2018. 
 
 
Subsequent Developments
 
   None
 
Going Concern

    We have not attained profitable operations and are dependent upon the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern.
 
 
Off-Balance Sheet Arrangements
 
    We have no significant 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 that are material to stockholders.

 
Future Financings

    The Company will consider selling securities in the future to fund operations.   There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.
 
 
 
 
Critical Accounting Policies

Our consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our consolidated financial statements. A complete summary of these policies is included in the notes to our consolidated financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
 
 
 ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
 
Market risk is the risk of loss from adverse changes in market prices and rates. The Company's market risk arises primarily from the fact that the area in which we do business is highly competitive and constantly evolving. The market in which we do business is highly competitive and constantly evolving. We face competition from the larger and more established companies, from companies that have greater resources, including but not limited to, more money, and greater ability to expand their markets also cut into our potential customers. Many of our competitors have longer operating histories, significantly greater financial strength, nationwide advertising coverage and other resources that we do not have. 
 
 ITEM 4.    CONTROLS AND PROCEDURES
 
 
Evaluation of Disclosure Controls and Procedures

Based on their evaluation of our disclosure controls and procedures(as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the "Exchange Act"), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this quarterly report on Form 10-Q such disclosure controls and procedures were not effective due to the lack of segregation of duties and lack of a formal review process that includes multiple levels of review to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise.  Our CEO/CFO does not possess accounting expertise and our company does not have an audit committee.  This weakness is due to the company's lack of working capital to hire additional staff.  To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.
 
 
Changes in Internal Control over Financial Reporting

Except as noted above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
PART II - OTHER INFORMATION
 
 ITEM 1.    LEGAL PROCEEDINGS
 
 None
 
 ITEM 1A.    RISK FACTORS
 
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
 
 
 ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
   None
 
 
 ITEM 3.    DEFAULTS UPON SENIOR SECURITIES.
 
None
 
 
 ITEM 4.    MINE SAFETY DISCLOSURE.
 
Not Applicable
 
 
 ITEM 5.    OTHER INFORMATION.
 
None

 
 
 ITEM 6.    EXHIBITS
 
Exhibit Number    Form  Date  Number  Filed Herewith
           
31.1     Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002       X
31.2     Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002       X
32.1     Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002       X
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
      
X
           
 101.INS     XBRL Instance Document.        X
 101.SCH     XBRL Taxonomy Extension – Schema.          X
 101.CAL       XBRL Taxonomy Extension – Calculations.         X
 101.LAB      XBRL Taxonomy Extension – Labels.         X
 101.PRE      XBRL Taxonomy Extension – Presentation.         X
 101.DEF     XBRL Taxonomy Extension – Definition.          X
           
           
 Reports on Form 8-K:        
     
 
           

 
 
SIGNATURES
 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 20th of October 2019.
 

 
   PACIFIC BLUE ENERGY CORP. 
   (the "Registrant")
     
   BY:    /s/CARMEN J. CARBONA
     Carmen J. Carbona
     President, Principal Executive Officer,
     
 
 
18
 
 
 
Exhibit 31.1
 

 
CERTIFICATION PURSUANT TO RULE 13A-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION
302 OF THE SARBANES OXLEY ACT OF 2002

 
I, Carmen J. Carbona, certify that:
 

1.  
I have reviewed this Form 10-Q for the quarter ended June 30, 2019 of Pacific Blue Energy Corp.
 

2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 

3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 

4.  
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 

a.  
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;
 

b.  
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;
 

c.  
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,

 
d.  
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

5.  
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
a.  
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
 
b.  
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.
 

Date:          October 20, 2019                                                                    /s/ Carmen J. Carbona
    Carmen J. Carbona
Principal Executive Officer
 

 

Exhibit 31.2
 

 
CERTIFICATION PURSUANT TO RULE 13A-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION
302 OF THE SARBANES OXLEY ACT OF 2002

 
I, Carmen J. Carbona, certify that:
 

1.  
I have reviewed this Form 10-Q for the quarter ended June 30, 2019 of Pacific Blue Energy Corp.
 

2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 

3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 

4.  
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 

a.  
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;
 

b.  
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;
 

c.  
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,

 
d.  
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

5.  
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
a.  
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
 
b.  
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.
 

Date:           October 20, 2019                                                                    /s/ Carmen J. Carbona
    Carmen J. Carbona
Principal Financial Officer
 




Exhibit 32.1





 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Pacific Blue Energy Corp. (the "Company") on Form 10-Q for the period ended June 30, 2019 as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Carmen J. Carbona, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1)  
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 this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Dated this 20th day of October, 2019.
 

 
/s/Carmen J. Carbona
       Carmen J. Carbona
Chief Executive Officer
 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 ("Section 906"), or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Pacific Blue Energy Corp., and will be retained Pacific Blue Energy Corp and furnished to the Securities and Exchange Commission or its staff upon request.
 

Exhibit 32.2





 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Pacific Blue Energy Corp. (the "Company") on Form 10-Q for the period ended June 30, 2019 as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Carmen J. Carbona, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1)  
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 this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Dated this 20th day of October, 2019.

 
/s/Carmen J. Carbona
       Carmen J. Carbona
       Chief Financial Officer
 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 ("Section 906"), or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Pacific Blue Energy Corp., and will be retained Pacific Blue Energy Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
 


v3.19.2
Document and Entity Information - shares
 6 Months Ended
Jun. 30, 2019
Aug. 19, 2019
Document And Entity Information    
Entity Registrant Name PACIFIC BLUE ENERGY CORP.  
Entity Central Index Key 0001410187  
Document Type 10-Q  
Document Period End Date Jun. 30, 2019  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Is Entity's Reporting Status Current? No  
Is Entity Emerging Growth Company? false  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Common Stock, Shares Outstanding   41,029,000
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2019  
v3.19.2
Balance Sheets - USD ($)
Jun. 30, 2019
Dec. 31, 2018
Current Assets    
Cash
Inventory 2,118
Total current assets 2,118
Property and equipment, net
Land
Total assets 2,118 0
Current Liabilities    
Accounts payable and accrued liabilities 24,261 7,000
Due to related party 29,419
Total current liabilities 53,680 7,000
Stockholders' Equity    
Preferred stock- authorized 10,000,000 shares, par value $0.001, issued and outstanding nil shares
Common stock- authorized 290,000,000 shares, par value $0.001, issued and outstanding 41,029,000 shares 41,029 41,029
Common stock issuable 27,000 27,000
Additional paid-in capital 3,317,739 3,317,739
Accumulated deficit (3,437,330) (3,392,768)
Total stockholders' equity (51,562) (7,000)
Total liabilities and stockholders' equity $ 2,118 $ 0
v3.19.2
Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2019
Dec. 31, 2018
Statement of Financial Position [Abstract]    
Preferred Stock, par or stated value $ 0.001 $ 0.001
Preferred Stock, shares authorized 10,000,000 10,000,000
Preferred Stock, shares issued
Common Stock, par or stated value $ 0.001 $ 0.001
Common Stock, shares authorized 290,000,000 290,000,000
Common Stock, shares issued 41,029,000 41,029,000
Common Stock, shares outstanding 41,029,000 41,029,000
v3.19.2
Statements of Operations - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Income Statement [Abstract]        
Revenues
Operating expenses:        
General and administrative 14,941 14,941
Professional fees 26,101 26,101  
Compensation and benefits 3,520 3,520
Total operating expenses 44,562 44,562
Loss from operations (44,562) (44,562)
Other income (expense)        
Interest expense
Interest income
Total other income (expense)
Net loss $ (44,562) $ (44,562)
Net loss per share (basic and diluted) $ (0.00) $ (0.00)
Weighted average shares outstanding 41,029,000 41,029,000 41,029,000 41,029,000
v3.19.2
Statements of Cash Flows - USD ($)
 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
CASH FLOWS FROM OPERATING ACTVITIES:    
Net loss $ (44,562)
Changes in operating assets and liabilities    
Inventory (2,118)
Accounts payable and accrued liabilities 17,261
Net Cash Used in Operating Activities (29,419)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Deposit payment on property purchase
Purchase of equipment
Net cash paid for acquisition
Net Cash Used in Investing Activities
CASH FLOWS FROM FINANCING ACTIVITIES:    
Proceeds from loans payable
Repayment of loans payable
Proceeds from related party 29,419
Repayments to related party
Net Cash Provided by (Used in) Financing Activities 29,419
Increase (decrease) in cash
Cash, beginning of period
Cash, end of period
SUPPLEMENTAL DISCLOSURES:    
Cash paid for interest
Cash paid for taxes
v3.19.2
Nature of Operations and Continuance of Business
 6 Months Ended
Jun. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Operations and Continuance of Business
1.    Nature of Operations and Continuance of Business

Pacific Blue Energy Corp. (the "Company") was incorporated under the laws of the State of Nevada on April 3, 2007. On April 5, 2010, the Company acquired a 100% interest of Ship Ahoy LLC, a limited liability company in Arizona, in exchange for $300,000 and 1,000,000 common shares of the Company.  This investment was subsequently abandoned by the Company and the Company is currently a non-operating shell company.

Going Concern

These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated no revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As of June 30, 2019 , the Company had no revenues and an accumulated deficit of $3,437,330. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company's ability to continue as a going concern for a period of one year from the issuance of these consolidated financial statements. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
v3.19.2
Summary of Significant Accounting Policies
 6 Months Ended
Jun. 30, 2019
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
2.    Summary of Significant Accounting Policies

a)
Basis of Presentation and Principles of Consolidation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"), and are expressed in US dollars. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Ship Ahoy LLC. All intercompany transactions have been eliminated. The Company's fiscal year-end is December 31.

b)
Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of its long-lived assets, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

c)
Interim Financial Statements

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission ("SEC").  In the opinion of management, the accompanying financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly all financial statements in accordance with GAAP. The consolidated financial statements herein should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2018, included in the Company's Annual Report on Form 10-K. Operating results for the three and six months ended June 30, 2019 may not necessarily be indicative of results to be expected for any other interim period or for the full year.
d)
Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of June 30, 2019 and December 31, 2018, the Company had no cash equivalents.

e)
Basic and Diluted Net Loss Per Share
 
The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

f)  Financial Instruments

ASC 820, "Fair Value Measurements", requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company's financial instruments consist principally of cash, accounts payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
 
h) Inventory

Inventories, which are comprised of finished goods, are stated at the lower of cost (based on the first in, first out method) or market.  Inventories consist of CBD based products.

j) Reclassification
Certain prior period amounts have been reclassified to conform to current presentation.
v3.19.2
Summary of Significant Accounting Policies (Policies)
 6 Months Ended
Jun. 30, 2019
Accounting Policies [Abstract]  
Basis of presentation and principles of consolidation
a)
Basis of Presentation and Principles of Consolidation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"), and are expressed in US dollars. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Ship Ahoy LLC. All intercompany transactions have been eliminated. The Company's fiscal year-end is December 31.
Use of Estimates
b)
Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of its long-lived assets, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Interim Financial Statements
c)
Interim Financial Statements

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission ("SEC").  In the opinion of management, the accompanying financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly all financial statements in accordance with GAAP. The consolidated financial statements herein should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2018, included in the Company's Annual Report on Form 10-K. Operating results for the three and six months ended June 30, 2019 may not necessarily be indicative of results to be expected for any other interim period or for the full year.
Cash and Cash Equivalents
d)
Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of June 30, 2019 and December 31, 2018, the Company had no cash equivalents.
Basic and Diluted Net Loss Per Share
e)
Basic and Diluted Net Loss Per Share
 
The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
Financial Instruments
f)  Financial Instruments

ASC 820, "Fair Value Measurements", requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company's financial instruments consist principally of cash, accounts payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
Inventory
h) Inventory

Inventories, which are comprised of finished goods, are stated at the lower of cost (based on the first in, first out method) or market.  Inventories consist of CBD based products.
Reclassification
j) Reclassification
Certain prior period amounts have been reclassified to conform to current presentation.
v3.19.2
Nature of Operations and Continuance of Business (Details) - USD ($)
Jun. 30, 2019
Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accumulated deficit $ (3,437,330) $ (3,392,768)