Attached files
| file | filename |
|---|---|
| 8-K - Fresca Worldwide Trading CORP | v174853_8k.htm |
| EX-2.2 - Fresca Worldwide Trading CORP | v174853_ex2-2.htm |
| EX-2.3 - Fresca Worldwide Trading CORP | v174853_ex2-3.htm |
| EX-16.1 - Fresca Worldwide Trading CORP | v174853_ex16-1.htm |
| EX-2.1 - Fresca Worldwide Trading CORP | v174853_ex2-1.htm |
GO
SOLAR USA, INC.
(A DEVELOPMENT STAGE
COMPANY)
CONTENTS
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Page
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REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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F-1
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FINANCIAL
STATEMENTS
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Balance
Sheets as of January 31, 2010 and 2009
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F-2
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Statements
of Operations for the years ended January 31, 2010 and 2009, and the
period from Inception, June 12, 2007, to January 31, 2010
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F-3
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Statements
of Changes in Stockholders’ Deficit for the period from June 12, 2007
(inception) to January 31, 2010.
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F-4
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Statements
of Cash Flows for the years ended January 31, 2010 and 2009, and the
period from Inception, June 12, 2007, to January 31, 2010
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F-5
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NOTES
TO FINANCIAL STATEMENTS
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F-6 – F-10
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REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Stockholders
Go Solar
USA, Inc.
New
Orleans, Louisiana
We have
audited the accompanying balance sheets of Go Solar USA, Inc. as of January 31,
2010 and 2009 and the related statements of operations, stockholders' deficit
and cash flows for the years then ended and for the period from Inception, June
12, 2007 through January 31, 2010. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Go Solar USA, Inc. as of January
31, 2010 and 2009 and the results of its operations and cash flows for the
periods described above in conformity with accounting principles generally
accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has suffered recurring losses from operations which
raises substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters also are described in Note 2. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/
M&K CPAS, PLLC
www.mkacpas.com
Houston,
Texas
February
16, 2010
F-1
GO SOLAR
USA, INC
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEETS (AUDITED)
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January 31, 2010
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January 31, 2009
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|||||||
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ASSETS
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||||||||
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CURRENT ASSETS
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||||||||
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Cash
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$ | 200 | $ | - | ||||
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Total
Current Assets
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200 | - | ||||||
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TOTAL
ASSETS
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$ | 200 | $ | - | ||||
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LIABILITIES AND STOCKHOLDERS'
DEFICIT
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||||||||
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CURRENT LIABILITIES
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||||||||
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Notes
Payable
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$ | 500,200 | $ | 500,000 | ||||
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Accrued
Interest
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141,349 | 80,557 | ||||||
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Total
Current Liabilities
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641,549 | 580,557 | ||||||
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TOTAL LIABILITIES
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$ | 641,549 | $ | 580,557 | ||||
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STOCKHOLDERS' DEFICIT
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||||||||
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Common
Stock, no par value, 1 million shares authorized; 1,000,000 and 1,000,000
shares issued and outstanding, respectively
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- | - | ||||||
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Additional
Paid In Captial
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(500,000 | ) | (500,000 | ) | ||||
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Accumulated
Deficit from the Development Stage
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(141,349 | ) | (80,557 | ) | ||||
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TOTAL
STOCKHOLDERS' DEFICIT
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(641,349 | ) | (580,557 | ) | ||||
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TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
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$ | 200 | $ | - | ||||
The
accompanying notes are an integral part of these financial
statements.
F-2
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS (AUDITED)
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Period from Inception
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Year Ended
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Year Ended
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June 12, 2007 to
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January 31, 2010
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January 31, 2009
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January 31, 2010
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REVENUES
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$ | - | $ | - | $ | - | ||||||
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COST OF REVENUES
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- | - | - | |||||||||
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GROSS
PROFIT
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- | - | - | |||||||||
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EXPENSES
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||||||||||||
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Interest
expense
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60,792 | 55,030 | 141,349 | |||||||||
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NET
LOSS
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$ | (60,792 | ) | $ | (55,030 | ) | $ | (141,349 | ) | |||
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NET LOSS PER SHARE:
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||||||||||||
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Common Stock:
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Basic
and Diluted Net Loss Per Share
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$ | (0.06 | ) | $ | (0.06 | ) | ||||||
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Denominator
for Basic and Diluted Net Loss Per Share
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||||||||||||
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Weighted
Average Number of Common Shares Outstanding
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1,000,000 | 1,000,000 | ||||||||||
The
accompanying notes are an integral part of these consolidated financial
statements.
F-3
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF CHANGES IN STOCKHOLDERS' DEFICIT (AUDITED)
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Additional
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Total
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|||||||||||||||||||
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Common Stock
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Paid-In
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Accumulated
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Stockholders'
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|||||||||||||||||
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Shares
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Amount
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Capital
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Defecit
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Deficit
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INCEPTION
— June 12, 2007
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— | - | - | - | - | |||||||||||||||
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Issuance
of Founders Shares
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1,000,000 | - | - | - | - | |||||||||||||||
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Funds
Distributed to Founders
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- | - | (500,000 | ) | - | (500,000 | ) | |||||||||||||
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Net
Loss
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— | — | — | (25,527 | ) | (25,527 | ) | |||||||||||||
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BALANCE
— January 31, 2008
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1,000,000 | - | (500,000 | ) | (25,527 | ) | (525,527 | ) | ||||||||||||
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Net
loss
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— | — | — | (55,030 | ) | (55,030 | ) | |||||||||||||
| . | ||||||||||||||||||||
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BALANCE
— January 31, 2009
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1,000,000 | - | (500,000 | ) | (80,557 | ) | (580,557 | ) | ||||||||||||
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Net
loss
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— | — | — | (60,792 | ) | (60,792 | ) | |||||||||||||
| . | ||||||||||||||||||||
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BALANCE
— January 31, 2010
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1,000,000 | $ | — | $ | (500,000 | ) | $ | (141,349 | ) | $ | (641,349 | ) | ||||||||
The
accompanying notes are an integral part of these consolidated financial
statements.
F-4
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS (AUDITED)
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Period from Inception
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Year Ended
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Year Ended
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June 12, 2007 to
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January 31, 2010
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January 31, 2009
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January 31, 2010
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net
Loss
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$ | (60,792 | ) | $ | (55,030 | ) | $ | (141,349 | ) | |||
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Changes
in operating assets and liabilities:
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||||||||||||
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Accrued
Interest on Notes Payable
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60,792 | 55,030 | 141,349 | |||||||||
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NET
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
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- | - | - | |||||||||
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CASH FLOWS FROM FINANCING
ACTIVITIES
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Note
Proceeds
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200 | - | 500,200 | |||||||||
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Funds
Distributed to Founders
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- | - | (500,000 | ) | ||||||||
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NET
CASH PROVIDED BY FINANCING ACTIVITIES
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200 | - | 200 | |||||||||
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NET
INCREASE IN CASH
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200 | - | 200 | |||||||||
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CASH,
Beginning of Year
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- | - | - | |||||||||
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CASH,
End of Year
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$ | 200 | $ | - | $ | 200 | ||||||
The
accompanying notes are an integral part of these consolidated financial
statements.
F-5
GO
SOLAR USA, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES TO
FINANCIAL STATEMENTS
NOTE 1 –
DESCRIPTION OF
COMPANY
In a
Breeze Technologies, Inc. ("IBTI"), was incorporated in Wyoming on June 12,
2007. On November 30, 2009, IBTI changed its name to Go Solar USA, Inc.
("GUSA").
Since its
inception, GUSA has focused on the development of American designed and
manufactured solar power solutions. To date, GUSA has not generated
revenues or earnings as a result of its activities.
The
accompanying financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classifications of liabilities that may result from the possible
inability of the Company to continue as a going concern.
NOTE
2 –GOING
CONCERN AND MANAGEMENT
PLANS
The
Company sustained a substantial operating loss of approximately
$141,000 for the Period from Inception, June 12, 2007 through January
31, 2010, and as of January 31, 2010, had an accumulated deficit of
approximately $141,000.
These
factors raise a 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
Company does not have the resources at this time to repay its credit and debt
obligations, make any payments in the form of dividends to its shareholders or
fully implement its business plan. Without additional capital, the Company will
not be able to remain in business.
In
addition to operational expenses, as the Company executes its business plan, it
is incurring expenses related to complying with its public reporting
requirements. In order to finance these expenditures, the Company has
raised capital in the form of debt which will have to be repaid, as discussed in
detail below. The Company has depended on shareholder loans for much of
its operating capital. The Company will need to raise capital in the next
twelve months in order to remain in business.
Management
anticipates that significant dilution will occur as the result of any future
sales of the Company’s common stock and this will reduce the value of its
outstanding shares. The Company cannot project the future level of dilution that
will be experienced by investors as a result of its future financings, but it
will significantly affect the value of its shares.
Management
has plans to address the Company’s financial situation as follows:
In the
near term, management plans to continue to focus on raising the funds necessary
to fully implement the Company’s business plan. Management believes
that certain shareholders will continue to advance the capital required to meet
the Company’s financial obligations. There is no assurance, however,
that these shareholders will continue to advance capital to the Company or that
the new business operations will be profitable. The possibility of
failure in obtaining additional funding and the potential inability to achieve
profitability raise doubts about the Company’s ability to continue as a going
concern.
In the
long term, management believes that the Company’s projects and initiatives will
be successful and will provide significant profit to the Company which will be
used to finance the Company’s future growth. However, there can be no
assurances that the Company’s planned activities will be successful, or that the
Company will ultimately attain profitability. The Company’s long term
viability depends on its ability to obtain adequate sources of debt or equity
funding to meet current commitments and fund the continuation of its business
operations and the ability of the Company to ultimately achieve adequate
profitability and cash flows from operations to sustain its
operations.
F-6
GO
SOLAR USA, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES TO
FINANCIAL STATEMENTS
NOTE 3 –
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
BASIS OF
PRESENTATION – The Company’s financial statements are presented in accordance
with accounting principles generally accepted (GAAP) in the United
States. In the opinion of management, all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of financial
position and the result of operations for the periods presented have been
reflected herein. The accompanying financial statements have been prepared
solely from the accounts of Go Solar USA, Inc.
DEVELOPMENT
STAGE COMPANY – The Company is considered to be in the development stage as
defined in ASC 915, “Accounting and Reporting by
Development Stage Enterprises”. The Company has devoted substantially all
of its efforts to the corporate formation, the raising of capital and attempting
to generate customers for the sales of the Company’s products.
USE OF
ESTIMATES – The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could
differ.
CASH AND
CASH EQUIVALENTS –The Company considers all highly liquid debt instruments and
other short-term investments with maturity of three months or less, when
purchased, to be cash equivalents. The Company maintains cash and
cash equivalent balances at one financial institution that is insured by the
FDIC.
FIXED
ASSETS – Although the Company does not have any fixed assets at this point, any
fixed assets acquired in the future will be stated at cost, less accumulated
depreciation. Depreciation will be provided using the straight-line method over
the estimated useful lives of the related assets. Costs of maintenance and
repairs will be charged to expense as incurred.
RECOVERABILITY
OF LONG-LIVED ASSETS – Although the Company does not have any long-lived assets
at this point, for any long-lived assets acquired in the future the Company will
review their recoverability on a periodic basis whenever events and changes in
circumstances have occurred which may indicate a possible impairment. The
assessment for potential impairment will be based primarily on the Company’s
ability to recover the carrying value of its long-lived assets from expected
future cash flows from its operations on an undiscounted basis. If such assets
are determined to be impaired, the impairment recognized is the amount by which
the carrying value of the assets exceeds the fair value of the assets. Fixed
assets to be disposed of by sale will be carried at the lower of the then
current carrying value or fair value less estimated costs to sell.
FAIR
VALUE OF FINANCIAL INSTRUMENTS – The carrying amount reported in the balance
sheets for cash and cash equivalents, accounts payable, and accrued expenses
approximate fair value because of the immediate or short-term maturity of these
financial instruments. The Company does not utilize derivative
instruments.
INCOME
TAXES – The Company accounts for income taxes utilizing the liability method of
accounting. Under the liability method, deferred taxes are determined
based on differences between financial statement and tax bases of assets and
liabilities at enacted tax rates in effect in years in which differences are
expected to reverse. Valuation allowances are established, when
necessary, to reduce deferred tax assets to amounts that are expected to be
realized.
REVENUE
RECOGNITION – The Company will generate revenue from the sales in accordance
with Staff Accounting Bulletin 101. The criteria for recognition are as
follows:
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1.
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Persuasive
evidence of an arrangement exists;
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2.
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Delivery
has occurred or services have been
rendered;
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3.
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The
seller’s price to the buyer is fixed or determinable,
and
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4.
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Collectable
is reasonably assured.
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F-7
GO
SOLAR USA, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES TO
FINANCIAL STATEMENTS
RECENTLY
ADOPTED AND RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS
In April
2008, the FASB issued ASC 350-10, "Determination of the Useful Life of
Intangible Assets." ASC 350-10 amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset under ASC 350-10, "Goodwill and Other Intangible
Assets." ASC No. 350-10 is effective for fiscal years beginning after
December 15, 2008. The adoption of this ASC did not have a material impact
on our consolidated financial statements.
In April
2009, the FASB issued ASC 805-10, "Accounting for Assets Acquired and
Liabilities assumed in a Business Combination That Arise from Contingencies—an
amendment of FASB Statement No. 141 (Revised December 2007), Business
Combinations". ASC 805-10 addresses application issues raised by preparers,
auditors and members of the legal profession on initial recognition and
measurement, subsequent measurement and accounting and disclosure of assets and
liabilities arising from contingencies in a business combination. ASC 805-10 is
effective for assets or liabilities arising from contingencies in business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008.
ASC 805-10 will have an impact on our accounting for any future
acquisitions and its consolidated financial statements.
In May
2009, the FASB issued SFAS No. 165, "Subsequent Events", which is included
in ASC Topic 855, Subsequent Events. ASC Topic 855 established principles and
requirements for evaluating and reporting subsequent events and distinguishes
which subsequent events should be recognized in the financial statements versus
which subsequent events should be disclosed in the financial statements. ASC
Topic 855 also requires disclosure of the date through which subsequent events
are evaluated by management. ASC Topic 855 was effective for interim periods
ending after June 15, 2009 and applies prospectively. Because ASC Topic 855
impacts the disclosure requirements, and not the accounting treatment for
subsequent events, the adoption of ASC Topic 855 did not impact our consolidated
results of operations or financial condition. See Note 10 for disclosures
regarding our subsequent events.
Effective
July 1, 2009, we adopted the Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC") 105-10, Generally Accepted Accounting
Principles—Overall ("ASC 105-10"). ASC 105-10 establishes the FASB Accounting
Standards Codification (the "Codification") as the source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental
entities in the preparation of financial statements in conformity with
U.S. GAAP. Rules and interpretive releases of the SEC under authority of
federal securities laws are also sources of authoritative U.S. GAAP for SEC
registrants. All guidance contained in the Codification carries an equal level
of authority. The Codification superseded all existing non-SEC accounting and
reporting standards. All other non-grandfathered, non-SEC accounting literature
not included in the Codification is non-authoritative. The FASB will not issue
new standards in the form of Statements, FASB Staff Positions or Emerging Issues
Task Force Abstracts. Instead, it will issue Accounting Standards Updates
("ASUs"). The FASB will not consider ASUs as authoritative in their own right.
ASUs will serve only to update the Codification, provide background information
about the guidance and provide the bases for conclusions on the change(s) in the
Codification. References made to FASB guidance throughout these consolidated
financials have been updated for the Codification.
In August
2009, the FASB issued ASU No. 2009-05, Measuring Liabilities at Fair Value,
which provides additional guidance on how companies should measure liabilities
at fair value under ASC 820. The ASU clarifies that the quoted price for an
identical liability should be used. However, if such information is not
available, an entity may use the quoted price of an identical liability when
traded as an asset, quoted prices for similar liabilities or similar liabilities
traded as assets, or another valuation technique (such as the market or income
approach). The ASU also indicates that the fair value of a liability is not
adjusted to reflect the impact of contractual restrictions that prevent its
transfer and indicates circumstances in which quoted prices for an identical
liability or quoted price for an identical liability traded as an asset may be
considered level 1 fair value measurements. This ASU is effective
October 1, 2009. We are currently evaluating the impact of this standard,
but would not expect it to have a material impact on the our consolidated
results of operations or financial condition.
F-8
GO
SOLAR USA, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES TO
FINANCIAL STATEMENTS
NOTE 4 –
NOTES PAYABLE TO
STOCKHOLDERS
In July,
2007, the predecessor to GUSA signed a promissory note with a stockholder in the
amount of $500,000. This note has been extended for additional
one-year terms on each anniversary date. The note bears 10% interest,
is payable on demand and has no collateral. As of January 31, 2010,
the principal balance was $500,000 and accrued interest was
$141,349.
NOTE 5 –
ADVANCES FROM THIRD
PARTIES
As of
January 31, 2010, the Company had received net, non-interest bearing advances
from certain third parties totaling $200. These advances are not
collateralized and are due on demand. Interest was not imputed on
these advances due to immateriality.
NOTE 6 –
INCOME
TAXES
Deferred
income taxes are determined using the liability method for the temporary
differences between the financial reporting basis and income tax basis of the
Company’s assets and liabilities. Deferred income taxes are measured
based on the tax rates expected to be in effect when the temporary differences
are included in the Company’s tax return. Deferred tax assets and
liabilities are recognized based on anticipated future tax consequences
attributable to differences between financial statement carrying amounts of
assets and liabilities and their respective tax bases.
As of
January 31, 2010, there is no provision for income taxes, current or
deferred.
|
Deferred
tax assets:
|
2010
|
2009
|
||||||
|
Net
operating loss carry-forwards
|
$ | 49,472 | $ | 28,195 | ||||
|
Valuation
allowance
|
(49,472 | ) | (28,195 | ) | ||||
|
Net
deferred tax asset
|
$ | — | $ | — | ||||
At
January 31, 2010 and 2009, the Company had net operating loss carry forwards in
the amount of $141,349 and $80,557 respectively, available to offset future
taxable income through 2030. The Company established valuation
allowances equal to the full amount of the deferred tax assets due to the
uncertainty of the utilization of the operating losses in future
periods.
NOTE 7 –
STOCKHOLDERS’
DEFICIT
During
the year ended January 31, 2007, the Company issued 1,000,000 shares of its
common stock to two entities for services rendered during the formation of the
Company. As such these issuances are considered founders shares and
are carried on the books of the Company with a zero value.
Additionally,
during the year ended January 31, 2007 the Company distributed $500,000 to its
founders for services rendered during the formation of the Company.
The
Company has authorized capital consisting of 1,000,000 shares of common stock,
of which 1,000,000 shares of common stock were outstanding on January 31,
2010.
F-9
GO
SOLAR USA, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES TO
FINANCIAL STATEMENTS
NOTE 8 –
SUBSEQUENT
EVENTS
On
February 10, 2010, Go Solar USA, Inc. (“GUSA”) entered into an Agreement of
Merger and Plan of Reorganization with Fresca Worldwide Trading Corp., a
Publically-Held Nevada Corporation. Upon closing of the transaction
contemplated under the Merger Agreement GUSA merged with and into the
Company. The merged company immediately affected a name change and
will thereinafter be known as Go Solar USA, Inc. The former
shareholders of GUSA are now the majority shareholders in the merged
entity.
F-10