Attached files
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| EX-31.1 - EXHIBIT 31.1 - Arcis Resources Corp | mtnrenew10q53010x31_71310.htm |
| EX-32.1 - EXHIBIT 32.1 - Arcis Resources Corp | mtnrenew10q63010x32_71310.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For Quarter Ended: June 30, 2010
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Commission File Number 333-159577
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MOUNTAIN RENEWABLES, Inc.
(Exact name of registrant as specified in its charter)
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NEVADA
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37-1563401
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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1772 Grape Street, Denver, Colorado
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80220
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(Address of principal executive offices)
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(Zip code)
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(720) 341-8235
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report.)
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. 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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12(b) of the Exchange Act.
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Large accelerated filer []
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Accelerated filer []
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Non-accelerated filer []
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Smaller Reporting Company [X]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes No X
As of July 12, 2010, 13,615,000 shares of common stock, $0.001 par value of registrant were outstanding.
MOUNTAIN RENEWABLES, INC.
Index
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Page
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PART I FINANCIAL INFORMATION
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Item 1. Financial Statements for the period ended June 30, 2010
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Balance Sheets
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5
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Statements of Operations (Unaudited)
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6
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Statements of Changes in Shareholders' Equity (Deficit)
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7
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Statements of Cash Flows (Unaudited)
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8
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Notes to Financial Statements
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9
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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13
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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14
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Item 4. Controls and Procedures
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14
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Item 4T. Controls and Procedures
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14 |
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PART II OTHER INFORMATION
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Item 1. Legal Proceedings
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14
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Item 1A. Risk Factors
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14
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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23
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Item 3. Defaults Upon Senior Securities
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23
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Item 4. Submission of Matters to a Vote of Security Holders
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23
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Item 5. Other Information
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23
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Item 6. Exhibits
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24
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Signatures
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24
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- 2 -
MOUNTAIN RENEWABLES, INC.
FINANCIAL STATEMENTS
JUNE 30, 2010
- 3 -
MOUNTAIN RENEWABLES, INC.
Financial Statements
Table of Contents
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Page
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Financial Statements:
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Balance Sheets
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5
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Statements of Operations
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6
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Statements of Changes in Stockholders’ Equity
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7
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Statements of Cash Flows
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8
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Notes to Financial Statements
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9 - 12
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- 4 -
MOUNTAIN RENEWABLES, INC.
Balance Sheets
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ASSETS
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June 30,
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December 31,
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2010
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2009
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(Unaudited)
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(Audited)
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Current assets
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Cash
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$ | 2,721 | $ | 12,549 | ||||
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Inventory
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340 | 340 | ||||||
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Total current assets
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2,611 | 12,889 | ||||||
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Deferred offering costs
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35,075 | 35,075 | ||||||
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Total assets
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$ | 37,686 | $ | 47,964 | ||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities
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Accounts payable –related party
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$ | 30 | $ | 30 | ||||
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Loan payable – related party
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3,000 | - | ||||||
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Total current liabilities
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3,030 | 30 | ||||||
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Stockholders’ equity:
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Common stock; $.001 par value; authorized -
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100,000,000 shares; issued and outstanding -
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2010 - 13,615,000 shares, 2009 - 13,515,000 shares
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$ | 13,615 | $ | 13,515 | ||||
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Additional paid-in capital
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49,059 | 44,159 | ||||||
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Accumulated deficit during the development stage
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(28,018 | ) | (9,740 | ) | ||||
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Total stockholders’ equity
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34,656 | 47,934 | ||||||
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Total liabilities and stockholders’ equity
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$ | 37,686 | $ | 47,964 | ||||
See notes to financial statements
- 5 -
MOUNTAIN RENEWABLES, INC.
Statements of Operations
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For the Six Months
Ended June 30, |
For the Six Months
Ended June 30, |
March 27, 2008
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2010
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2009
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2010
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2009
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June 30, 2010
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Sales
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$ | - | $ | - | $ | - | $ | 375 | $ | 810 | ||||||||||
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Cost of Sales
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- | - | - | 232 | 540 | |||||||||||||||
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Gross Profit
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- | - | - | 143 | 270 | |||||||||||||||
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General and administrative expenses
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5,038 | 3,328 | 18,278 | 3,913 | 28,288 | |||||||||||||||
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Net loss
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$ | (5,038 | ) | $ | (3,328 | ) | $ | (18,278 | ) | $ | (3,770 | ) | $ | (28,018 | ) | |||||
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Basic and diluted net loss
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per common share
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$ | * | $ | * | $ | * | $ | * | $ | * | ||||||||||
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Weighted average number of common
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shares outstanding (in thousands)
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13,615 | 13,515 | 13,515 | 13,456 | 12,684 | |||||||||||||||
* Less than $(.01) per share.
See notes to financial statements
- 6 -
MOUNTAIN RENEWABLES, INC.
Statements of Changes in Stockholders' Equity
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Common Stock
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Additional
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Accumulated
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Shares
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Amount
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Paid in capital
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Deficit
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Issuance of common stock for cash
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4,000,000 | $ | 4,000 | $ | 1,000 | $ | - | |||||||||
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Issuance of common stock for cash
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6,000,000 | 6,000 | (1,000 | ) | - | |||||||||||
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Issuance of common stock for Ambermax
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3,375,000 | 3,375 | 9,299 | - | ||||||||||||
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Net loss
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- | - | - | (598 | ) | |||||||||||
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Balances, December 31, 2008
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13,375,000 | 13,375 | 9,299 | (598 | ) | |||||||||||
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Issuance of common stock for services
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140,000 | 140 | 34,860- | |||||||||||||
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Net loss
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- | - | - | (9,142 | ) | |||||||||||
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Balances, December 31, 2009
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13,515,000 | 13,515 | 44,159 | (9,740 | ) | |||||||||||
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Issuance of common stock for services
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100,000 | 100 | 4,900 | - | ||||||||||||
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Net loss
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- | - | - | (18,278 | ) | |||||||||||
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Balances, June 30, 2010
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13,615,000 | $ | 13,615 | $ | 49,059 | $ | (28,018 | ) | ||||||||
See notes to financial statements
- 7 -
MOUNTAIN RENEWABLES, INC.
Statements of Cash Flows
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Six Months Ended
June 30 |
Period from inception
March 27, 2008 to |
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2010
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2009
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June 30, 2010
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Cash flows from operating activities:
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Net loss
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$ | (18,278 | ) | $ | (3,770 | ) | $ | (28,018 | ) | |||
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Adjustments to reconcile net loss
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to net cash used in operating activities:
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Shares issued for services
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5,000 | - | 5,000 | |||||||||
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Changes in operating assets and liabilities:
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Increase in inventory
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- | 232 | (340 | ) | ||||||||
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Increase in accounts payable
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- | - | 30 | |||||||||
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Net cash used in operating activities
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(13,278 | ) | (3,538 | ) | (23,328 | ) | ||||||
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Cash flows from investing activities:
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| Net cash used in investing activities | - | - | - | |||||||||
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Cash flows from financing activities:
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Increase in loans payable
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3,000 | - | 3,000 | |||||||||
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Increase in deferred offer in costs
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- | (75 | ) | (75 | ) | |||||||
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Issuance of common stock for cash
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- | - | 10,000 | |||||||||
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Issuance of common stock
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for Ambermax
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- | - | - | |||||||||
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Net cash provided by
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financing activities
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3,000 | (75 | ) | 25,599 | ||||||||
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Net increase (decrease) in cash
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(10,278 | ) | (3,613 | ) | 2,271 | |||||||
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Cash at beginning of period
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12,549 | 21,226 | - | |||||||||
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Cash at end of period
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$ | 2,271 | $ | 17,613 | $ | 2,271 | ||||||
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Supplemental disclosure of noncash
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financing and investing activities
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Common stock issued for
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Services
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$ | 5,000 | - | $ | 5,000 | |||||||
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Deferred offering costs
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- | - | $ | 35,000 | ||||||||
See notes to financial statements
- 8 -
MOUNTAIN RENEWABLES, INC.
Notes to Financial Statements
Note 1 - Organization and Summary of Significant Accounting Policies
Organization of Business
Mountain Renewables, Inc. (the “Company”) was incorporated in Nevada on March 27, 2008.
The Company acquires, markets and distributes solar panels. The Company has not achieved significant revenues and is a development stage company.
Development Stage Company
The Company has not earned significant revenues from planned operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Company”.
Interim Presentation
In the opinion of the management of the Company, the accompanying unaudited financial statements include all material adjustments, including all normal and recurring adjustments, considered necessary to present fairly the financial position and operating results of the Company for the periods presented. The financial statements and notes do not contain certain information included in the Company’s financial statements for the year ended December 31, 2009. It is the Company’s opinion that when the interim financial statements are read in conjunction with the December 31, 2009 Audited Financial Statements, the disclosures are adequate to make the information presented not misleading. Interim results are not necessarily indicative of results for a full year or any future period.
Inventory
Inventory consists of finished solar panels and is stated at the lower of cost (first-in, first-out method), or market value.
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 reporting 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 periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from these estimates.
- 9 -
MOUNTAIN RENEWABLES, INC.
Notes to Financial Statements
Fair Value of Financial Instruments
The fair value of the liability due to officer/stockholder is not practicable to estimate, based upon the related party nature of the underlying transactions.
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with SFAS No. 123(R) Share-Based Payment. Under the fair value recognition provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. The Company elected the modified-prospective method, under which prior periods are not revised for comparative purposes. The valuation provisions of SFAS 123R apply to new grants and to grants that were outstanding as of the effective date and subsequently modified. During the period ended JUNE 30, 2010, there were no stock options granted or outstanding.
Comprehensive Income
SFAS No. 130, Reporting Comprehensive Income, establishes requirements for disclosure of comprehensive income (loss). During the period ended JUNE 30, 2009, the Company did not have any components of comprehensive income (loss) to report.
Net Loss Per Share
SFAS No. 128, Earnings per Share, requires dual presentation of basic and diluted earnings or loss per share (“EPS”) for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution; diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.
Basic loss per share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect is to reduce a loss or increase earnings per share. The Company had no potential common stock instruments which would result in a diluted loss per share. Therefore, diluted loss per share is equivalent to basic loss per share.
Revenue recognition
The Company recognizes revenue on an accrual basis as it invoices for product. The Company recognizes revenue after the product has been delivered.
- 10 -
MOUNTAIN RENEWABLES, INC.
Notes to Financial Statements
Recently Issued Accounting Pronouncements
In December 2007, the FASB issued FASB Statement No. 160 “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS No. 160”), which causes noncontrolling interests in subsidiaries to be included in the equity section of the balance sheet. SFAS No. 160 applies
prospectively to 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, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented. The Company will adopt this standard at the beginning of the Company’s fiscal year ending December 31, 2008 for all prospective business acquisitions. The Company has not determined the effect that the adoption of SFAS No. 160 will have on the financial results of the Company.
In March 2008, the Financial Accounting Standards board (FASB) issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (SFAS 161). SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. SFAS 161 requires enhanced disclosures about Fund’s derivative and hedging activities. Management is currently evaluating the impact the adoption of SFAS 161 will have on the Company’s financial statement disclosures.
The FASB has revised SFAS No. 141. This revised statement establishes uniform treatment for all acquisitions. It defines the acquiring company. The statement further requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquired at the acquisition date, measured at their fair market values as of that date. It requires the acquirer in a business combination achieved in stages to recognize the identifiable assets and liabilities, as well as the non-controlling interest in the acquired, at the full amounts of their fair values. This changes the way that minority interest is recorded and modified as a parent’s interest in a subsidiary changes over time. This statement also makes corresponding significant amendments to other standards that related to business combinations, namely, 109, 142 and various EITF’s. This statement applies prospectively to 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. The Company believes the implementation of this standard will have no effect on our financial statements.
In May 2008, FASB issued SFAS 162, “The Hierarchy of Generally Accepted Accounting Principles”. Effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Board does not expect that this Statement will result in a change in current practice. However, transition provisions have been provided in the unusual circumstance that the application of the provisions of this Statement results in a change in practice. The Company believes the implementation of this standard will have no effect on our financial statements.
- 11 -
MOUNTAIN RENEWABLES, INC.
Notes to Financial Statements
In May, 2008 FASB issued SFAS 163. This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The Company believes the implementation of this standard will have no effect on our financial statements.
Note 2 - Stockholders' Equity
Common Stock
The Company is authorized to issue 100,000,000 shares of $.001 par value common stock. Dividends may be paid on outstanding shares as declared by the Board of Directors. Each share of common stock is entitled to one vote.
On March 16, 2009, the Company issued Sonja Gouak 140,000 shares of its common stock in exchanges of services for processing and filing of its registration statement. Those services have been valued at Gouak’s usual billing rate. Should Gouak not perform the services she will be subject to damages.
Note 3 - Income Taxes
The Company recognizes deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.
The Company incurred no income taxes for the periods ended June 30, 2010. The expected income tax benefit for the period ended June 30, 2010 and the period from inception March 18, 2008 through June 30, 2010 is approximately $2,700 and $4,200, respectively. The difference between the expected income tax benefit and non-recognition of an income tax benefit in each period is the result of a valuation allowance applied to deferred tax assets.
Net operating loss carryforwards of approximately $28,018 at June 30, 2010 are available to offset future taxable income, if any, and expire in 2033. This results in a net deferred tax asset of approximately $4,200 at June 30, 2010. A valuation allowance in the same amount has been provided to reduce the deferred tax asset, as realization of the asset is not assured.
The net operating loss carryforwards may be limited under the Change of Control provisions of the Internal Revenue Code section 382.
- 12 -
Part I. Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations
Forward-looking statements
The following discussion should be read in conjunction with the financial statements of MOUNTAIN RENEWABLES, Inc. (the “Company”), which are included elsewhere in this Form 10-Q. This Quarterly Report on Form 10-Q contains forward-looking information. Forward-looking information includes statements relating to future actions, future performance, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other such matters of the Company. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information. Forward-looking information may be included in this Quarterly Report on Form 10-Q or may be incorporated by reference from other documents filed with the Securities and Exchange Commission (the “SEC”) by the Company. You can find many of these statements by looking for words including, for example, “believes”, “expects”, “anticipates”, “estimates” or similar expressions in this Quarterly Report on Form 10-Q or in documents incorporated by reference in this Quarterly Report on Form 10-Q. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events.
We have based the forward-looking statements relating to our operations on our management’s current expectations, estimates and projections about our Company and the industry in which we operate. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In particular, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, our actual results may differ materially from those contemplated by these forward-looking statements. Any differences could result from a variety of factors, including, but not limited to general economic and business conditions, competition, and other factors.
Financial Condition and Results of Operation
We are a development stage company with minimal operations. We are a Nevada corporation. The Company’s mission is to procure and resell refurbished solar collectors and mounting hardware. We commenced operations on October 3, 2008 when we purchased our first inventory of solar collectors. Our first sale was in March 2009. We are seeking solar collectors that have the highest conversion efficiency, a measurement of the amount of sunlight converted by the solar collector into heat.
We believe the market for used solar collectors is small, sporadic, highly fragmented and we do not know of any organized exchange or other commercial oversight group that has established any standards or structure as is found for example in the used car market. We have not conducted any studies or surveys or by other means tried to quantify or predict the volume of solar systems or solar collectors suitable for refurbishment that may come on the market to date or that in the future may become available. Our business is presently being started up with a very limited number of collectors that were manufactured approximately 30 years ago, stored out of doors but never installed.We have no agreement with our supplier. We procure refurbished collectors and various mounting components from our supplier, move them to our warehouse and show them to potential customers located over the internet. Our sales to date have been limited. We believe sales will improve as energy cost increase and the economy becomes generally stronger.
There is limited historical information about our company upon with to base an evaluation of our future performance.
We have had $810 in operating revenues since inception, March 27, 2008 through June 30, 2010 and the date of this report. We have incurred expenses totaling $28,288 as of June 30, 2010. Such expenses consisted primarily of general and administrative, storage, professional fees and services in connection with our Registration Statement, Transfer agent, and related expenses incurred in connection with the quotation of our shares of common stock on the OTCBB.
- 13 -
We have generated an accumulated deficit of $ (28,018) as of June 30, 2010. Our loss increased by $1,710 or 51% to $5,038 from $3,328 for the quarter ended June 30 2010 as compared to the prior year quarter ended June 30, 2009. This was primarily attributable to our failure to sell any refurbished collectors in the most recently completed quarter coupled with an increase in general and administrative expenses and expenses incurred in connection with our Registration Statement and quotation on the OTCBB.
As of the date of this report our losses continue to mount.
Liquidity and Capital Resources
As of June 30, 2010, we had $ 2,271 in cash and a working capital deficit of ($389). As of the date of this report our liquidity and capital resources continue to decline and our ability to generate revenue remains unproven.
Liquidity and Capital Resources
As of March 31, 2010, we had $ 4,309 in cash and a working capital of $4,619. As of the date of this report our liquidity and capital resources continue to decline and our ability to generate revenue remains unproven.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
No response required
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our Chief Executive Officer has reviewed the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) within the end of the period covered by this Quarterly Report on Form 10-Q and has concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no changes in our internal controls or in other factors that could materially affect these controls subsequent to the last day they were evaluated by our Chief Executive Officer, who is our principal executive officer and our principal financial officer.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part 2. Other Information
Item 1 - Legal Information.
No response required.
Item 1A. Risk Factors
This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means you could lose all or a part of your investment.
- 14 -
We have a limited operating history, there is no certainty that we will ever generate revenue and achieve profitability.
We are a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405. We currently have no significant business operations and have incurred operating losses since our inception totaling $28,018. We have incurred significant losses from operations. As shown in our financial statements, as of the quarters ended June 30,2009 and June 30, 2010, we have incurred cumulative net losses of $ 3,328 and $5,038, respectively from operations. We expect to incur significant increasing operating losses for the foreseeable future, primarily due to the expansion of our operations. The negative cash flow from operations is expected to continue and to accelerate in the foreseeable future. Our ability to achieve profitability depends upon our ability to acquire and resell refurbished solar collectors and collector mounting hardware. We currently do not have any recurring revenues and have only very limited products in our inventory. There can be no assurance that we will ever achieve significant revenues or profitable operations from the sale of refurbished solar collectors.
Since we have had only $810 in revenues since inception and our company is new and has only recently commenced planned operations, we may not be able to generate predictable and continuous revenue in the near future. Further, there is no assurance that we will ever generate significant revenue. We have generated only sporadic revenue since inception and we have experienced losses since inception. Failure to generate sufficient revenue to pay expenses as they come due will make us unable to continue as a going concern and result in the failure of our company and the complete loss of any money invested to purchase our shares.
We estimate that the money we have in the bank will be sufficient to sustain our business plan as a public company for a maximum of one year.
We may be unable to manage our growth, if any, or implement our expansion strategy.
We may not be able to purchase or resell refurbished solar collectors on a volume basis and results of operations could be materially and adversely affected by low sales volume.
As a public company, our cost of doing business will increase because of necessary expenses which include, but are not limited to, annual audits, legal costs, sec reporting costs, costs of a transfer agent and the costs associated with NASD fees and compliance. Further, our management will need to invest significant time and energy to stay current with the public company responsibilities of our business and will therefore may have diminished time available to apply to other tasks necessary to our survival. It is therefore possible that the burden of operating as a public company will cause us to fail to achieve profitability. If we exhaust our funds, our business will fail and our investors will loose all money invested in our stock.
We are a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405 It is essential that we grow our business to sell at minimum, 100 collectors per quarter and to achieve profits and maintain adequate cash flow to pay the cost of remaining public. If we fail to pay public company costs, as such costs are incurred, we will become delinquent in our reporting obligations and our shares may no longer remain qualified for trading on a public market.
The issuance of additional shares of our common stock may be necessary for the implementation of our growth strategy.
The issuance by us of any additional securities pursuant to any future fundraising activities undertaken by us would dilute the ownership of existing shareholders and may reduce the price of our common stock. Furthermore, debt financing, if available, will require payment of interest and may involve restrictive covenants that could impose limitations on our operating flexibility. Our failure to successfully obtain additional future funding may jeopardize our ability to continue our business and operations.
The loss of our current executive officer or our inability to attract and retain the necessary personnel could have a material adverse effect upon our business, financial condition or results of operations
Our success is heavily dependent on the continued active participation of our current executive officer listed under “Management.” Loss of the services of our officer could have a material adverse effect upon our business, financial condition or results of operations. Further, our success and achievement of our growth plans depend on our ability to recruit, hire, train and retain other highly qualified technical and managerial personnel. Competition for qualified employees among companies in the technology industry is intense, and the loss of any of such persons, or an inability to attract, retain and motivate any additional highly skilled employees required for the expansion of our activities, could have a materially adverse effect on us. The inability on our part to attract and retain the necessary personnel and consultants and advisors could have a material adverse effect on our business, financial condition or results of operations.
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We are controlled by our current officer and director.
Our director, executive officer and principal stockholder Richard Giannotti, beneficially owns approximately 29.6% of the outstanding shares of Common Stock. Accordingly, our executive officer and director may have the ability to control the election of our Board of Directors of the Company and the outcome of issues submitted to our stockholders.
Since we have only one director who also serves as our president and chief financial officer, decisions which affect the Company will be made by only one individual. It is likely that conflicts of interest will arise in the day-to- day operations of our business. Such conflicts, if not properly resolved, could have material negative impact on our business.
In the past the company has issued shares for cash and services at prices which were solely determined by Richard Giannotti. At that time, Richard Giannotti made a determination of both the value of services exchanged for our shares, and, as well, the price per share used as compensation. Transactions of this nature were not made at arms length and were made without input from a knowledgeable and non-interested third party. Future transactions of a like nature could dilute the percentage ownership of the company represented by shares purchased in this offering. While the company believes its past transactions were appropriate, and plans to act in good faith in the future, an investor in our shares will have no ability to alter such transactions as the may occur in the future and, further, will not be consulted by the company in advance of any such transactions. An investor who is unwilling to endure such potential dilution should not purchase our shares.
We have insufficient financial resources to take advantage of supply opportunities as they may arise.
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The inability to obtain sufficient refurbished solar collectors would adversely affect our ability to meet future customer demand for products and could impair our ability to enter this market. We are a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405
Our dependence on our single past supplier of refurbished solar collectors could prevent us from purchasing additional products under terms deemed suitable and this may prevent or delay us in delivering our products which could result in substantial harm to our business.
We intend to purchase additional refurbished solar collectors from a single third-party supplier who has supplied us in the past on “less than arms length basis” (our supplier served as officer and director of a company with whom we previously consummated a Share Exchange Agreement) If we fail to maintain our relationships with this source or to secure additional supply sources from others, we may be unable to provide our products or our products may be available only at a higher cost or after a long delay, which could prevent us from delivering our products to our customers within required timeframes, and we may experience order cancellations and our business may fail. In order to obtain required supplies, we may need to make large inventory purchases on short notice, and prior to having purchase orders or deposits from our customers. We may not have sufficient financial resources to make these purchases, which may exacerbate supply shortages. Our past Transactions to purchase refurbished solar collectors with our past supplier cannot be deemed to have been transacted on a “ non-related third party” basis. There is no assurance that we will complete additional transactions to purchase more refurbished collectors from our past supplier.
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Our operating results will be subject to fluctuations and our stock price may decline significantly.
Our quarterly revenue, if any, and operating results will be difficult to predict from quarter to quarter. It is possible that our operating results in some quarters will be below market expectations. Our quarterly operating results will be affected by a number of factors, including:
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the average selling price of our solar collectors;
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the availability, pricing and timeliness of delivery solar panels;
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the impact of seasonal variations in demand and/or revenue recognition linked to construction cycles and weather conditions and the retail price of natural gas;
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timing, availability and changes in government incentive programs;
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unplanned additional expenses;
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acquisition costs;
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unpredictable volume and timing of customer orders, which are not fixed by contract;
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foreign currency fluctuations;
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our ability to establish and expand customer relationships;
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the availability, pricing and timeliness of delivery of other products, such as pumps and controls necessary for our solar products to function;
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the timing of new product or technology announcements or introductions by our competitors and other developments in the competitive environment;
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increases or decreases in natural gas and electric rates due to changes in fossil fuel prices or other factors; and
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Shipping and other factors causing business delays.
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If revenue for a particular quarter is lower than we expect, we likely will be unable to proportionately reduce our operating expenses for that quarter, which would harm our operating results for that quarter. If we fail to meet investor expectations or our own future guidance, even by a small amount, our stock price could decline, perhaps substantially.
Existing regulations and policies and changes to these regulations and policies may present technical, regulatory and economic barriers to the purchase and use of solar collectors, which may significantly reduce demand for our products.
The market for solar hot water is influenced by U.S. federal, state and local government regulations and policies concerning the utility industry, as well as policies promulgated by electric utilities. These regulations and policies often relate to natural gas and electricity pricing and technical interconnection of customer-owned electricity generation. In the U.S. and in a number of other countries, these regulations and policies are being modified and may continue to be modified. Investment in the alternative energy sources, including solar hot water, could be deterred by these regulations and policies, which could result in a significant reduction in the potential demand for our solar products. For example, loss of certain major incentive programs and/or the regulatory mandated exception for solar collectors, our business, prospects, results of operations and financial condition would be harmed.
We anticipate that our solar products and their installation will be subject to oversight and regulation in accordance with national and local ordinances relating to building codes, safety and environmental protection. It is difficult to track the requirements of individual states. Any new government regulations could cause a significant reduction in demand for our refurbished solar collectors.
The reduction or elimination of government and economic incentives could cause our revenue to decline.
Today, the cost of heat from solar collectors exceeds retail natural gas and electric rates in many locations. As a result, federal, state and local government bodies in many countries, most notably Germany, Japan, Spain, Italy, Portugal, South Korea and the United States, have provided incentives in the form of feed-in tariffs, rebates, tax credits and other incentives to end users, distributors, system integrators and manufacturers of solar power products to promote the use of solar energy in and to reduce dependency on other forms of energy. These government economic incentives could be reduced or eliminated altogether. For example, Germany has been a strong supporter of solar power products and systems and political changes in Germany could result in significant reductions or eliminations of incentives, including the reduction of feed-in tariffs more rapidly than required by current law. Some solar program incentives expire, decline over time, are limited in total funding or require renewal of authority. Net metering and other operational policies in California, Japan or other markets could limit the amount of solar power installed there. Reductions in, or eliminations or expirations of, governmental incentives could result in decreased demand for and lower revenue from our products. Changes in the level or structure of a renewable portfolio standard could also result in decreased demand for and lower revenue from our products.
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Changes in tax laws or fiscal policies may decrease the return on investment for customers of our business which could decrease demand for our products and harm our business.
We anticipate that a major portion of our future revenues will be derived from sales of solar collectors to individual homeowners. In deciding whether to purchase and install our refurbished solar collectors prospective customers may evaluate their projected return on investment. Such projections are based on current and proposed federal, state and local laws, particularly tax legislation. Changes to these laws, including amendments to existing tax laws or the introduction of new tax laws, tax court rulings as well as changes in administrative guidelines, ordinances and similar rules and regulations could result in different tax assessments and may adversely affect a homeowner’s projected return on investment, which could have a material adverse effect on our business and results of operations.
Problems with product quality or product performance, including defects, in the refurbished solar collectors we sell could result in a decrease in customers and revenue, unexpected expenses and loss of market share.
The refurbished solar collectors we have purchased to date were not purchased at arms length and may contain undetected errors or defects. If we deliver refurbished panels with errors or defects our credibility and the market acceptance and sales of our solar products could be harmed.
The refurbished solar collectors we intend to sell may not gain market acceptance, which would prevent us from achieving sales and market share
The development of a successful market for the products we intend to distribute may be adversely affected by a number of factors, some of which are beyond our control, including:
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our failure to offer products that compete favorably against other solar power collectors on the basis of cost, quality and performance;
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our failure to offer products that compete favorably against conventional energy sources and alternative distributed-generation technologies, such as wind, biomass and solar photovoltaic, on the basis of cost, quality and performance;
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If the products we intend to sell fail to gain market acceptance, we will be unable to achieve sales and market share.
Recent refinements in technology may have caused the products we intend to distribute to become uncompetitive or obsolete, which could prevent us from achieving market share and sales. The solar industry is rapidly evolving and highly competitive. A variety of competing solar technologies may be under development or available now that could result in lower manufacturing costs or higher product performance than those products selected by us. These development efforts may render obsolete the products we have selected to offer, and other technologies may prove more advantageous.
Existing regulations and changes to such regulations may present technical, regulatory and economic barriers to the purchase and use of solar power products, which may significantly reduce demand for our products.
The market for electricity generation products is heavily influenced by foreign, federal, state and local government regulations and policies concerning the electric utility industry, as well as internal policies and regulations promulgated by electric and natural gas utilities. These regulations and policies often relate to electricity pricing and technical interconnection. In the United States these regulations and policies are being modified and may continue to be modified. We anticipate that our solar thermal products and their installation will be subject to oversight and regulation in accordance with national and local ordinances relating to building codes, safety, environmental protection, and related matters. Any new government regulations or utility policies pertaining to our solar power products may result in significant additional expenses to us and as a result, could cause a significant reduction in demand for our solar products.
If our solar technology is not suitable for widespread adoption or sufficient demand for solar products does not develop or takes longer to develop than we anticipate, we would be unable to achieve sales.
We are a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405.
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The market for solar products is emerging and rapidly evolving, and its future success is uncertain. If solar technology proves unsuitable for widespread deployment or if demand for our solar products fails to develop sufficiently, we would be unable to achieve sales and market share. In addition, demand for solar products in the markets and geographic regions we target may not develop or may develop more slowly than we anticipate. Many factors will influence the widespread adoption of solar technology and demand for solar power products, including:
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cost-effectiveness of solar technologies as compared with conventional and competitive alternative energy technologies;
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performance and reliability of solar products as compared with conventional and non-solar alternative energy products;
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success of alternative distributed generation technologies such as hydrogen fuel cells, wind turbines, bio-diesel generators and large-scale solar thermal technologies;
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fluctuations in economic and market conditions that impact the viability of conventional and competitive alternative energy sources;
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increases or decreases in the prices of oil, coal and natural gas;
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capital expenditures by customers, which tend to decrease when the domestic or foreign economies slow;
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continued deregulation of the electric power industry and broader energy industry; and
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Availability and or effectiveness of government subsidies and incentives.
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The reduction,elimination, or failure to adopt pending government economic incentives could prevent us from achieving sales and market share.
The reduction or elimination of government economic incentives may adversely affect the growth of this market or result in increased price competition, which could prevent us from achieving sales and market share.
Today, the cost of solar exceeds the cost of energy furnished by the electric utility grid in many locations. As a result, federal, state and local government bodies in many countries, most notably Germany, Japan and the United States, have provided incentives in the form of rebates, tax credits and other incentives to end users, distributors, system integrators and manufacturers of solar products to promote the use of solar energy to reduce dependency on fossil fuels. These government economic incentives could be reduced or eliminated altogether, which would significantly harm our business. Pending incentives designed to stimulate our industry may besignificantly delayed or abandoned prior to passage.
We face intense competition from other companies producing solar power and other energy generation products. If we fail to compete effectively, we may be unable to increase our market share and sales.
Most of our competitors are substantially larger than we are, have longer operating histories and have substantially greater financial, technical, manufacturing and other resources than we do. We are a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405. Our competitors' greater sizes in some cases provides them with competitive advantages with respect to manufacturing costs due to their ability to allocate fixed costs across a greater volume of production and purchase raw materials at lower prices. They also have far greater name recognition, an established distribution network and an installed base of customers. In addition, many of our competitors have well-established relationships with current and potential resellers, which have extensive knowledge of our target markets. As a result, our competitors will be able to devote greater resources to the research, development, promotion and sale of their products and may be able to respond more quickly to evolving industry standards and changing customer requirements than we can.
A substantial number of our issued shares are, or are being made available for sale on the open market. The resale of these securities might adversely affect our stock price.
The sale of a substantial number of shares of our common stock being registered under this registration statement, or the market's anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.
.Availability of these shares for sale in the public market could also impair our ability to raise capital by selling equity securities.
Since there is presently no trading market for our shares, an investment in our shares is totally illiquid. An investor purchasing our shares will not be able to resell their shares unless a market for our shares develops at some point in the future. There can be no assurance that such a market will ever develop. Therefore, investors who purchase our shares could loose their entire investment.
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Even if a market for our shares does develop at a future date, the volume of trading will be small and on many days the volume will be zero. Our share price will likely be volatile and will likely fall rapidly should an investor attempt to liquidate even as small number of shares. These conditions are likely to persist and could prevent resale of our shares.
We are subject to new corporate governance and internal control reporting requirements, and our costs related to compliance with, or our failure to comply with existing and future requirements, could adversely affect our business.
We face new corporate governance requirements under the Sarbanes-Oxley Act of 2002, as well as new rules and regulations subsequently adopted by the SEC and the Public Company Accounting Oversight Board. These laws, rules and regulations continue to evolve and may become increasingly stringent in the future. In particular, under new SEC rules we will be required to include management's report on internal controls as part of our 2009 annual report pursuant to Section 404 of the Sarbanes-Oxley Act. Furthermore, under the proposed rules, an attestation report on our internal controls from our independent registered public accounting firm will be required as part of our annual report for the year ending in 2009. We are in the process of evaluating our control structure to help ensure that we will be able to comply with Section 404 of the Sarbanes-Oxley Act. The financial cost of compliance with these laws, rules and regulations is expected to be substantial. We cannot assure you that we will be able to fully comply with these laws, rules and regulations that address corporate governance, internal control reporting and similar matters. Failure to comply with these laws, rules and regulations could materially adversely affect our reputation, financial condition and the value of our securities.
When we have exhausted the inventory of refurbished solar collectors as purchased initially in less than arms length transactions with our past supplier, we will ultimately become dependent on a limited number of third-party suppliers which have not yet been identified which could prevent us from delivering our products to our customers within required timeframes, which could result in installation delays, cancellations and loss of market share.
If we fail to develop or maintain our relationships with our sole supplier, we may be unable to purchase our products or our products may be available only at a higher cost or after a long delay, which could prevent us from delivering our products to our customers within required timeframes and we may experience order cancellation and loss of market share. To the extent the processes that our supplier uses to manufacture components are proprietary, we may be unable to obtain comparable components from alternative suppliers. The failure of a supplier to supply components in a timely manner, or to supply components that meet our quality, quantity and cost requirements, could impair our ability to manufacture our products. If we cannot obtain substitute materials on a timely basis or on acceptable terms, we could be prevented from delivering our products to our customers within required timeframes, which could result in installation delays, cancellations and loss of market share, any of which could have a material adverse effect on our business and results of operations.
In addition to our reliance on our one past supplier for our refurbished solar panels, our customers will rely on third-party suppliers for key components for our solar systems, such controls and pumps.
Because the markets in which we compete are highly competitive and many of our competitors have greater resources, we may not be able to compete successfully and we may lose or be unable to gain market share.
We expect to face increased competition in the future. Further, many of our competitors are developing and are currently producing products based on new solar technologies that may ultimately have costs similar to, or lower than, our projected costs. We are a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405.
Our solar products compete against other power generation sources including conventional fossil fuels supplied by utilities, other alternative energy sources such as wind, biomass, CSP and emerging distributed generation technologies such as micro-turbines, sterling engines and fuel cells. In the large-scale on-grid solar power systems market, we will face direct competition from a number of companies that manufacture, distribute, or install solar. Potential competitors in the solar power market include universities and research institutions. We also expect that future competition will include new entrants to the solar power market offering new technological solutions. As we enter new markets and pursue additional applications for our products and services, we expect to face increased competition, which may result in price reductions, reduced margins or loss of market share.
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Competition is intense, and many of our competitors have significantly greater access to financial, technical, manufacturing, marketing, management and other resources than we do. Many also have greater name recognition, a more established distribution network and a larger installed base of customers. In addition, many of our competitors have well-established relationships with our potential suppliers, resellers and their customers and have extensive knowledge of our target markets. As a result, these competitors may be able to devote greater resources to the research, development, promotion and sale of their products and respond more quickly to evolving industry standards and changing customer requirements than we will be able to. Consolidation or strategic alliances among such competitors may strengthen these advantages and may provide them greater access to customers or new technologies. To the extent that government funding for research and development grants, customer tax rebates and other programs that promote the use of solar and other renewable forms of energy are limited, we will compete for such funds, both directly and indirectly, with other renewable energy providers and their customers.
If we cannot compete successfully in the solar industry, our operating results and financial condition will be adversely affected. Furthermore, we expect competition in the targeted markets to increase, which could result in lower prices or reduced demand for our product and service offerings and may have a material adverse effect on our business and results of operations.
The demand for products is affected by general economic conditions.
The United States and international economies have recently experienced a period of slowing economic growth. A sustained economic recovery is uncertain. In particular, terrorist acts and similar events, continued turmoil in the Middle East or war in general could contribute to a slowdown of the market demand for products that require significant initial capital expenditures, including demand for solar collectors and solar systems and new residential and commercial buildings. In addition, increases in interest rates may increase financing costs to customers, which in turn may decrease demand for our solar products. If the economic recovery slows down as a result of the recent economic, political and social turmoil, or if there are further terrorist attacks in the United States or elsewhere, we may experience decreases in the demand for our solar products, which may harm our operating results.
Compliance with environmental regulations can be expensive, and noncompliance with these regulations may result in adverse publicity and potentially significant monetary damages and fines for us.
Our present and planned operations do not involve any hazardous materials and we have no present plan to transport store or otherwise use hazardous materials. Nonetheless, we are required to comply with all foreign, U.S. federal, state and local laws and regulations regarding pollution control and protection of the environment. In addition, under some statutes and regulations, a government agency, or other parties, may seek recovery and response costs from operators of property where releases of hazardous substances have occurred or are ongoing, even if the operator was not responsible for such release or otherwise at fault. In the course of future business we may use, generate and discharge toxic, volatile and otherwise hazardous chemicals and wastes in our operations or related research and development and manufacturing activities. Any failure by us to control the use of, or to restrict adequately the discharge of, hazardous substances could subject us to potentially significant monetary damages and fines or suspensions in our business operations. In addition, if more stringent laws and regulations are adopted in the future, the costs of compliance with these new laws and regulations could be substantial. If we fail to comply with present or future environmental laws and regulations we may be required to pay substantial fines, suspend production or cease operations.
There are restrictions on the transferability of the securities.
Until registered for resale, investors must bear the economic risk of an investment in the Shares for an indefinite period of time. Rule 144 promulgated under the Securities Act (“Rule 144”), which provides for an exemption from the registration requirements under the Securities Act under certain conditions, requires, among other conditions, a six month holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act. However, because of our status as a “Shell Company” our securities are not eligible for the Rule 144 exemption. There can be no assurance that we will fulfill any reporting requirements in the future under the Exchange Act or disseminate to the public any current financial or other information concerning us.
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If the Company uses its stock in acquisitions of other entities there may be substantial dilution at the time of a transaction.
The $0.10 per share offering price of the common stock being sold under this prospectus has been arbitrarily set. The price does not bear any relationship to our assets, book value, earnings or net worth and it is not an indication of actual value. Registrant is a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405. Accordingly, if you purchase shares in this offering, you may experience substantial dilution. You may also suffer additional dilution in the future from the sale of additional shares of common stock or other securities or if the Company’s shares are issued to purchase other entities assets.
There is presently no market for our common stock, any failure to develop or maintain a trading market could negatively affect the value of our shares and make it difficult or impossible for you to sell your shares.
Prior to this offering, there has been no public market for our common stock and a public market for our common stock may not develop upon completion of this offering. While we will attempt to have our common stock quoted on the Over-The-Counter Bulletin Board, since the OTC Bulleting Board is a dealer system we will have to seek market-makers to provide quotations for the common stock and it is possible that no market-maker will want to provide such quotations. Failure to develop or maintain an active trading market could negatively affect the value of our shares and make it difficult for you to sell your shares or recover any part of your investment in us. Even if a market for our common stock does develop, the market price of our common stock may be highly volatile. In addition to the uncertainties relating to our future operating performance and the profitability of our operations, factors such as variations in our interim financial results, or various, as yet unpredictable factors, many of which are beyond our control, may have a negative effect on the market price of our common stock.
Even if our common stock is quoted on the OTC Bulletin Board under a symbol, the OTC Bulletin Board provides a limited trading market. Accordingly, there can be no assurance as to the liquidity of any markets that may develop for our common stock, the ability of holders of our common stock to sell our common stock, or the prices at which holders may be able to sell our common stock.
Our common stock will be subject to the “Penny Stock” rules of the SEC.
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:
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that a broker or dealer approve a person's account for transactions in penny stocks; and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
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In order to approve a person's account for transactions in penny stocks, the broker or dealer must:
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obtain financial information and investment experience objectives of the person; and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
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The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:
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sets forth the basis on which the broker or dealer made the suitability determination; and
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that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
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Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
Should our stock become listed on the OTC Bulletin Board, if we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.
Companies trading on the Over-The-Counter Bulletin Board, such as us are seeking to become reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. In addition, we may be unable to get re-listed on the OTC Bulletin Board, which may have an adverse material effect on our Company. Registrant is a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3 - Defaults Upon Senior Securities.
No response required.
Item 4 - Submission of Matters to a Vote of Security Holders.
No response required.
Item 5 - Other Information.
No response required.
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Item 6 - Exhibits and Reports on Form 8-K.
(a) Exhibits:
| 31.1: | Certification of Principal Executive anFinancial Officer | |
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Section 1350 Certification
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(a) Reports on 8-Form K:
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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MOUNTAIN RENEWABLES, INC.
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(Registrant)
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DATE: July 13, 2010
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By:
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/s/ Richard Giannotti
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Richard Giannotti
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President
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