Solaris Power Cells, Inc. - FORM 10-Q

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EX-31.2 - EXHIBIT 31.2 - Solaris Power Cells, Inc.	ex31_2.htm
EX-32.1 - EXHIBIT 32.1 - Solaris Power Cells, Inc.	ex32_1.htm
EX-31.1 - EXHIBIT 31.1 - Solaris Power Cells, Inc.	ex31_1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the quarterly period ended April 30, 2010

[ ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

	For the transition period from __________ to __________

	Commission File Number: 333-146139

Rolling Technologies, Inc.

(Exact name of registrant as specified in its charter)

Nevada	N/A
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

Penthouse, Menara Antara No. 11, Jalan Bukit Ceylong, Kuala Lumpur 50200

(Address of principal executive offices)

012-377-0130

(Registrant’s telephone number)

_______________________________________________________________

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] 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.

[ ] Large accelerated filer Accelerated filer	[ ] Non-accelerated filer
[X] Smaller reporting company

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,150,000 common shares as of June 8, 2009.

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	TABLE OF CONTENTS	Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4T:	Controls and Procedures	8
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	9
Item 1A:	Risk Factors	9
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3:	Defaults Upon Senior Securities	9
Item 4:	Removed and Reserved	9
Item 5:	Other Information	9
Item 6:	Exhibits	9

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our financial statements included in this Form 10-Q are as follows:
F-1	Balance Sheets as of April 30, 2010 (unaudited) and July 31, 2009 (audited);
F-2	Statements of Operations for the three and nine months ended April 30, 2010 and 2009 and period from July 27, 2007 (Inception) to April 30, 2010 (unaudited);
F-3	Statements of Stockholders’ Deficit for period from July 27, 2007 (Inception) to April 30, 2010 (unaudited);
F-4	Statements of Cash Flows for the nine months ended April 30, 2010 and 2009 and period from July 27, 2007 (Inception) to April 30, 2010 (unaudited);
F-5	Notes to Financial Statements;

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended April 30, 2010 are not necessarily indicative of the results that can be expected for the full year.

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ROLLING TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

As of April 30, 2010 and July 31, 2009

	April 30, 2010		July 31, 2009
	(unaudited)		(audited)
ASSETS

Current Assets
Cash and equivalents	$	-0-	$	-0-
Prepaid expenses		-0-		-0-

TOTAL ASSETS	$	-0-	$	-0-

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accrued expenses	$	-0-	$	-0-
Due to officer		21,500		15,500
Total liabilities		21,500		15,500

Stockholders’ Deficit
Common Stock, $.001 par value, 100,000,000 shares authorized, 2,150,000 shares issued and outstanding		2,150		2,150
Additional paid-in capital		40,850		40,850
Deficit accumulated during the development stage		(64,500)		(58,500)
Total stockholders’ deficit		(21,500)		(15,500)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-0-	$	-0-

See accompanying notes to financial statements.

F-1

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ROLLING TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS (unaudited)

Three and Nine Months Ended April 30, 2010 and 2009

Period from July 27, 2007 (Inception) to April 30, 2010

	Three Months Ended April 30, 2010			Three Months Ended April 30, 2009			Nine Months Ended April 30, 2010			Nine Months Ended April 30, 2009			Period from July 27, 2007 (Inception) to April 30, 2010
Revenues	$	-0-		$	-0-		$	-0-		$	-0-		$	-0-

Expenses :
Professional fees		2,000			2,000			6,000			5,500			64,500





Net Loss	$	(2,000	)	$	(2,000	)	$	(6,000	)	$	(5,500	)	$	(64,500)

Net loss per share:
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.03)

Weighted average shares outstanding:
Basic and diluted		2,150,000			2,150,000			2,150,000			2,150,000			2,150,000

See accompanying notes to financial statements.

F-2

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ROLLING TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS’ DEFICIT (unaudited)

Period from July 27, 2007 (Inception) to April 30, 2010

	Common stock				Additional paid-in		Deficit accumulated during the development
	Shares		Amount		capital		stage			Total
Issuance of common stock for cash @$.001		2,150,000	$	2,150	$	40,850	$	-		$	43,000
Net loss for the period		-		-		-		(4,000	)		(4,000)
Balance, July 31, 2007		2,150,000		2,150		40,850		(4,000	)		39,000
Net loss for the period		-		-		-		(45,000	)		(45,000)
Balance, July 31, 2008		2,150,000		2,150		40,850		(49,000	)		(6,000)
Net loss for the period		-		-		-		(9,500	)		(9,500)
Balance, July 31, 2009		2,150,000		2,150		40,850		(58,500	)		(15,500)
Net loss for the period		-		-		-		(6,000	)		(6,000)
Balance, April 30, 2010		2,150,000	$	2,150	$	40,850	$	(64,500	)	$	(21,500)

See accompanying notes to financial statements.

F-3

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ROLLING TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS (unaudited)

Nine Months Ended April 30, 2010 and 2009

Period from July 27, 2007(Inception) to April 30, 2010

	Nine Months Ended April 30, 2010			Nine Months Ended April 30, 2009			Period From July 27, 2007 (Inception) to April 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(6,000	)	$	(5,500	)	$	(64,500)
Change in non-cash working capital items Prepaid expenses		-0-			-0-			-0-
Accrued expenses		-0-			5,500			-0-
Due to officer		6,000			-0-			21,500
CASH FLOWS USED BY OPERATING ACTIVITIES		-0-			-0-			(43,000)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sales of common stock		-0-			-0-			43,000
NET INCREASE (DECREASE) IN CASH		-0-			-0-			-0-

Cash, beginning of period		-0-			-0-			-0-
Cash, end of period	$	-0-		$	-0-		$	-0-

SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	$	-0-		$	-0-		$	-0-
Income taxes paid	$	-0-		$	-0-		$	-0-

See accompanying notes to financial statements.

F-4

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ROLLING TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

April 30, 2010

NOTE 1 – SUMMARY OF ACCOUNTING POLICIES

Nature of Business

Rolling Technologies, Inc. (“Rolling” and the “Company”) is a development stage company and was incorporated in Nevada on July 27, 2007. The Company is in the process of developing a portable, light-weight car-top carrier that combines the strength of a box carrier with the convenience of a bag carrier for a retail price of under $50. Rolling operates out of office space owned by a director and stockholder of the Company. The facilities are provided at no charge. There can be no assurances that the facilities will continue to be provided at no charge in the future.

Development Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles applicable to development-stage enterprises. A development-stage enterprise is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

Cash and Cash Equivalents

Rolling considers all highly liquid investments with maturities of three months or less to be cash equivalents. At April 30, 2010 and July 31, 2009, the Company had $-0- of cash.

Fair Value of Financial Instruments

Rolling’s financial instruments consist of cash and cash equivalents and an amount due to an officer. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

F-5

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ROLLING TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

April 30, 2010

NOTE 1 – SUMMARY OF ACCOUNTING POLICIES (continued)

Use of Estimates

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

Basic loss per share

Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.

Recent Accounting Pronouncements

Rolling does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 2 – DUE TO OFFICER

The amount due to officer of $21,500 at April 30, 2010 consisted of amounts owed to an officer of the Company for amounts advanced to pay for professional services provided by the Company’s outside independent auditors for services rendered for periods ending on and prior to April 30, 2010. The amount is unsecured, due upon demand, and non-interest bearing.

NOTE 3 – INCOME TAXES

For the periods ended April 30, 2010, Rolling has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $64,500 at April 30, 2010, and will expire beginning in the year 2027.

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

	2009
Deferred tax asset attributable to:
Net operating loss carryover	$	21,930
Valuation allowance		(21,930)
Net deferred tax asset	$	-

F-6

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ROLLING TECHNOLOGIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

April 30, 2010

NOTE 4 – LIQUIDITY AND GOING CONCERN

Rolling has incurred losses since inception, has negative working capital, and has not yet received revenues from sales of products or services. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

The ability of Rolling to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

NOTE 5 – SUBSEQUENT EVENTS

The Company has analyzed its operations subsequent to April 30, 2010 through the date these financial statements were submitted to the Scurities and Exchange Commission, and has determined that it does not have any material subsequent events to disclose.

F-7

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

We were formed as a Nevada corporation, “Rolling Technologies Inc.,” on July 27, 2007. Our principal executive offices are located at 50 West Liberty Street, Suite 880, Reno, NV 89501. Our phone number is (012) 377-0130. Our operations office in Malaysia is located at Penthouse, Menara Antara, No. 11, Jalan Bukit Ceylong, Kuala Lumpur 50200, Kuala Lumpur Malaysia.

We are a development stage company and have not generated any sales to date. We are in the process of developing a portable, light-weight car-top carrier (our “Product”) that combines the strength of a box carrier with the convenience of a bag carrier (See Figure 1) for a retail price of under $50. Our current Product has two support frames (See Figure 2), an outer (1) and an inner frame (2), to provide the structure and strength of a traditional box carrier. The outer frame has several cross-bars (3) and the inner frame has several bushings (4), which fit together upon assembly and installation. This combines the structural support of the inner and outer frames to provide for maximum strength and weight-bearing ability. The entire unit is attached to the car top by strong magnets (6), which are connected to the outer frame. Ease of storage is enhanced by hinges in the middle of the frame (5), allowing users to fold the entire unit in half lengthwise in lieu of, or in addition to, removing the outer frame cross-bars from the inner frame bushings. Upon disassembly, which we anticipate will be quick, easy, and require no technical or mechanical sophistication, the Product can then be transported or stored in the accompanying luggage bag, requiring very little space.

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Our Product is being designed specifically for the Asian market. One of the variables influential in the development of our Product is the fact that very few cars in Asia are equipped with roof racks by the manufacturer, so we needed to design our Product for easily installation in the absence of a roof rack. Thus, our Product can be attached to a vehicle using strong magnets, so no roof rack is necessary. We have not yet determined whether we will use permanent magnets or electromagnets for this purpose, nor have we determined the magnetic field strength required to safely and securely keep our Product attached to a car top while experiencing the drag associated with speeds up to 200 kph. These variables are being addressed as we continue to develop the final model of our Product.

Also, because our Product doesn’t rest directly on the roof of the vehicle and the weight is distributed across several contact points, it can withstand a greater amount of weight than traditional carriers that apply the force of their weight to the luggage rack, which determines the maximum load. Our current research and development efforts include maximizing the carrying load of our Product. Another factor in the weight load is the material used for the inner and outer frames. We are experimenting with different alloys and plastics to find the best combination of strength and cost-effectiveness for our Product. Final Product weight will also be a factor in determining the material we use for the Product frame.

Figure 1

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Figure 2

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Results of Operations for the three and nine months ended April 30, 2010 and 2009 and Period from July 27, 2007 (Date of Inception) until April 30, 2010

We generated no revenue for the period from July 27, 2007 (Date of Inception) until April 30, 2010. We are a development stage company and do not anticipate earnings revenues until we are able to manufacture, distribute and sell our Product.

We incurred operating expenses of $2,000 for the three months ended April 30, 2010, compared with $2,000 for the three months ended April 30, 2009. We incurred operating expenses of $6,000 for the nine months ended April 30, 2010, compared with $5,500 for the nine months ended April 30, 2009. Our operating expenses for the period from July 27, 2007 (Date of Inception) until April 30, 2010, equaled $64,500. Our operating expenses for all periods consist entirely of Professional Fees.

We recorded a net loss of $2,000 for the three months ended April 30, 2010, compared with $2,000 for the three months ended April 30, 2009, a net loss of $6,000 for the nine months ended April 30, 2010, compared with $5,500 for the nine months ended April 30, 2009, and a net loss of $64,500 for the period from July 27, 2007 (Date of Inception) until April 30, 2010.

We anticipate our operating expenses will increase as we implement our business plan. The increase will be attributable to expenses to implement our business plan, and the professional fees to be incurred in connection with our reporting obligations as a public company.

Liquidity and Capital Resources

As of April 30, 2010, we had total current assets of $0. We had $21,500 current liabilities as of April 30, 2010. Thus, we had a working capital deficit of $21,500 as of April 30, 2010.

Operating activities used $43,000 in cash for the period from July 27, 2007 (Date of Inception) until April 30, 2010. Financing Activities during the period from July 27, 2007 (Date of Inception) until April 30, 2010 generated $43,000 in cash during the period.

We expect to spend approximately $20,000 to implement our business plan over the coming year. Our accounting, legal and administrative expenses for the next twelve months are anticipated to be $30,000. As of April 30, 2010, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Off Balance Sheet Arrangements

As of April 30, 2010, there were no off balance sheet arrangements.

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Going Concern

We have incurred losses since inception, have negative working capital, and have not yet received revenues from sales of products or services. These factors create substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

Our ability to continue as a going concern is dependent on generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4T. Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of April 30, 2010. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Mr. Tee Kai Shen. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of April 30, 2010, our disclosure controls and procedures are effective. There have been no changes in our internal controls over financial reporting during the quarter ended April 30, 2010.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A: Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults upon Senior Securities

None

Item 4. Removed and Reserved

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Rolling Technologies, Inc.

Date:	June 8, 2010

	By: /s/ Tee Kai Shen Tee Kai Shen Title: Chief Executive Officer and Director

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