Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2010
Commission file number 333-165381
UNSEEN SOLAR, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
505 Camino Elevado
Bonita, CA 91902
(Address of principal executive offices, including zip code)
Telephone (619)247-9630 Facsimile (619)421-2653
(Telephone number, including area code)
Abby L. Ertz, Esq.
The Ertz Law Group
2534 State Street, Suite 203
San Diego, CA 92101
Telephone (619)840-4566 Facsimile (619)795-8400
(Name, address and telephone number of agent for service)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [ ] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 2,000,000 shares as of December 3,
2010
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the period ended October 31,
2010, prepared by the company, immediately follow.
2
Unseen Solar, Inc.
(A Development Stage Company)
Balance Sheets
--------------------------------------------------------------------------------
As of As of
October 31, January 31,
2010 2010
-------- --------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 395 $ 4,999
-------- --------
TOTAL CURRENT ASSETS 395 4,999
-------- --------
TOTAL ASSETS $ 395 $ 4,999
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ -- $ 300
Advances from officer -- 299
-------- --------
TOTAL CURRENT LIABILITIES -- 599
LONG-TERM LIABILITIES
Accrued interest payable 78 --
Note payable - related party 9,400 --
-------- --------
TOTAL LONG-TERM LIABILITIES 9,478 --
TOTAL LIABILITIES 9,478 599
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock ($0.0001 par value, 20,000,000 shares
authorized; zero shares issued and outstanding
as of October 31, 2010 and January 31, 2010 -- --
Common stock, ($0.0001 par value, 100,000,000 shares
authorized; 2,000,000 shares issued and outstanding
as of October 31, 2010 and January 31, 2010 200 200
Additional paid-in capital 4,800 4,800
Deficit accumulated during development stage (14,083) (600)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (9,083) 4,400
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 395 $ 4,999
======== ========
The accompanying notes are an integral part of these finanicial statements
3
Unseen Solar, Inc.
(A Development Stage Company)
Statements of Operations (Unaudited)
--------------------------------------------------------------------------------
January 8, 2010
Three Months Nine Months (inception)
Ended Ended through
October 31, October 31, October 31,
2010 2010 2010
---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ --
---------- ---------- ----------
TOTAL REVENUES -- -- --
GENERAL & Administrative Expenses
Administrative expenses 851 5,105 5,705
Professional fees 1,800 8,300 8,300
---------- ---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 2,651 13,405 14,005
---------- ---------- ----------
LOSS FROM OPERATION (2,651) (13,405) (14,005)
---------- ---------- ----------
OTHER EXPENSE `
Interest expense 78 78 78
---------- ---------- ----------
NET INCOME (LOSS) $ (2,729) $ (13,483) $ (14,083)
========== ========== ==========
BASIC EARNINGS PER SHARE $ (0.00) $ (0.01)
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2,000,000 2,000,000
========== ==========
The accompanying notes are an integral part of these finanicial statements
4
Unseen Solar, Inc.
(A Development Stage Company)
Statement of changes in Shareholders' Equity (Deficit)
--------------------------------------------------------------------------------
Deficit
Common Stock Additional During
------------------- Paid-in Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----
Balance, January 8, 2010 (Inception) -- $ -- $ -- $ -- $ --
Commn stock issued, January 12, 2010
at $0.0025 per share 2,000,000 200 4,800 -- 5,000
Loss for the period beginning January 8, 2010
(inception) to January 31, 2010 (600) (600)
---------- ------ -------- -------- --------
BALANCE, JANUARY 31, 2010 2,000,000 $ 200 $ 4,800 $ (600) $ 4,400
========== ====== ======== ======== ========
Net Loss, nine months ended October 31, 2010 (13,483) (13,483)
---------- ------ -------- -------- --------
BALANCE, OCTOBER 31, 2010 (UNAUDITED) 2,000,000 $ 200 $ 4,800 $(14,083) $ (9,083)
========== ====== ======== ======== ========
The accompanying notes are an integral part of these finanicial statements
5
Unseen Solar, Inc.
(A Development Stage Company)
Statements of Cash Flows (Unaudited)
--------------------------------------------------------------------------------
January 8, 2010
Nine Months (inception)
Ended through
October 31, October 31,
2010 2010
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(13,483) $(14,083)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Increase (Decrease) in accounts payable and accrued liabilities (222) 78
-------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (13,705) (14,005)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in advance from officer (299) --
Increase in note payable - related party 9,400 9,400
Issuance of common stock -- 5,000
-------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 9,101 14,400
-------- --------
NET INCREASE (DECREASE) IN CASH (4,604) 395
CASH AT BEGINNING OF PERIOD 4,999 --
-------- --------
CASH AT END OF PERIOD $ 395 $ 395
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest $ -- $ --
======== ========
Income Taxes $ -- $ --
======== ========
The accompanying notes are an integral part of these finanicial statements
6
Unseen Solar, Inc.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
October 31, 2010
--------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Unseen Solar, Inc. (the "Company") was incorporated on January 8, 2010 under the
laws of the State of Delaware to enter into the solar energy industry. The
Company's activities to date have been limited to organization and capital. The
Company has been in the development stage since its formation and has not yet
realized any revenues from its planned operations. The Company's fiscal year end
is January 31.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INTERIM FINANCIAL STATEMENTS
The accompanying interim unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 8 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In our opinion, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and nine months period ended October 31, 2010
are not necessarily indicative of the results that may be expected for the year
ending January 31, 2011. For further information, refer to the financial
statements and footnotes thereto included in our Form 10-K Report for the fiscal
year ended January 31, 2010.
ACCOUNTING BASIS
The statements were prepared following generally accepted accounting principles
of the United States of America consistently applied.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing these financial
statements in accordance with U.S. generally accepted accounting principles.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses.
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Unseen Solar, Inc.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
October 31, 2010
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INCOME TAXES
The Company accounts for its income taxes in accordance with FASB Accounting
Standards Codification ("ASC") No. 740, "Income Taxes". Under this method,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
balances. Deferred tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable income in the
years in which those differences are expected to be recovered or settled.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the date of enactment or substantive enactment.
FAIR VALUE OF FINANCIAL INSTRUMENTS
In accordance with the requirements of ASC 825-10-50 and ASC 270-10-50, the
Company has determined the estimated fair value of financial instruments using
available market information and appropriate valuation methodologies. The fair
value of financial instruments classified as current assets or liabilities
approximate their carrying value due to the short-term maturity of the
instruments.
NET LOSS PER SHARE
Basic loss per share includes no dilution and is computed by dividing loss
available to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive loss per share reflects the potential
dilution of securities that could share in the losses of the Company. Because
the Company does not have any potentially dilutive securities, the accompanying
presentation is only of basic loss per share.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Recently issued accounting pronouncements will have no significant impact on the
Company and its reporting methods.
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Unseen Solar, Inc.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
October 31, 2010
--------------------------------------------------------------------------------
NOTE 3 - PROVISION FOR INCOME TAXES
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and
carry-forwards are expected to be available to reduce taxable income. As the
achievement of required future taxable income is uncertain, the Company recorded
a valuation allowance. As of October 31, 2010, the Company had a net operating
loss carry-forward of approximately $14,083. Net operating loss carry-forward,
expires twenty years from the date the loss was incurred.
The Company is subject to United States federal and state income taxes at an
approximate rate of 34%. The reconciliation of the provision for income taxes at
the United States federal statutory rate compared to the Company's income tax
expense as reported is as follows:
October 31, 2010
----------------
Net loss before income taxes per financial statements $ 14,083
Income tax rate 34%
Income tax recovery (4,788)
Permanent differences --
Temporary differences --
Valuation allowance change 4,788
--------
Provision for income taxes $ --
========
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Deferred income taxes
arise from temporary differences in the recognition of income and expenses for
financials reporting and tax purposes. The significant components of deferred
income tax assets and liabilities at October 31, 2010 are as follows:
9
Unseen Solar, Inc.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
October 31, 2010
--------------------------------------------------------------------------------
NOTE 3 - PROVISION FOR INCOME TAXES- CONTINUED
October 31, 2010
----------------
Net operating loss carryforward $ 4,788
Valuation allowance (4,788)
-------
Net deferred income tax asset $ --
=======
The Company has recognized a valuation allowance for the deferred income tax
asset since the Company cannot be assured that it is more likely than not that
such benefit will be utilized in future years. The valuation allowance is
reviewed annually. When circumstances change and which cause a change in
management's judgment about the realizability of deferred income tax assets, the
impact of the change on the valuation allowance is generally reflected in
current income.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is not presently involved in any litigation.
NOTE 5 - GOING CONCERN
Future issuances of the Company's equity or debt securities will be required in
order for the Company to continue to finance its operations and continue as a
going concern. The Company's present revenues are insufficient to meet operating
expenses. The financial statement of the Company have been prepared assuming
that the Company will continue as a going concern, which contemplates, among
other things, the realization of assets and the satisfaction of liabilities in
the normal course of business. The Company has incurred cumulative net losses of
$14,083 since its inception and requires capital for its contemplated
operational and marketing activities to take place. The Company's ability to
raise additional capital through the future issuances of common stock is
unknown. The obtainment of additional financing, the successful development of
the Company's contemplated plan of operations, and its transition, ultimately,
to the attainment of profitable operations are necessary for the Company to
continue operations. The ability to successfully resolve these factors raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements of the Company do not include any adjustments that may
result from the outcome of these aforementioned uncertainties.
10
Unseen Solar, Inc.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
October 31, 2010
--------------------------------------------------------------------------------
NOTE 6 - RELATED PARTY TRANSACTIONS
Dr. Edward F. Myers, the sole officer and director of the Company, may in the
future, become involved in other business opportunities as they become
available, thus he may face a conflict in selecting between the Company and his
other business opportunities. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 7 - NOTE PAYABLE - RELATED PARTY
During the first nine-months of the fiscal year the Company received cash
totaling $9,400 from EFM Venture Group, Inc. in the form of two promissory
notes. Dr. Edward F. Myers, the sole officer and director of the Company, owns
33% of EFM Venture Group, Inc.
Through July 31, 2010, the Company received $7,000 loan. This loan is at 4%
interest with principle and interest all due on July 31, 2012 (Note 1).
On October 6, 2010, the Company received $2,400 loan. This loans is at 4%
interest with principle and interest all due on October 6, 2012 (Note 2).
Accrued interest payable on both notes was $78 as of October 31, 2010.
NOTE 8 - STOCK TRANSACTIONS
On January 12, 2010, the Company issued a total of 2,000,000 shares of common
stock to one director for cash in the amount of $0.0025 per share for a total of
$5,000
As of October 31, 2010, the Company had 2,000,000 shares of common stock issued
and outstanding.
NOTE 9 - STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of October 31, 2010 and January 31, 2010:
Common stock, $ 0.0001 par value: 100,000,000 shares authorized; 2,000,000
shares issued and outstanding.
Preferred stock, $ 0.0001 par value: 20,000,000 shares authorized; no shares
issued and outstanding.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
RESULTS OF OPERATIONS
We are a development stage company and have generated no revenues since
inception (January 8, 2010) and have incurred $14,083 in expenses through
October 31, 2010. For the three months ended October 31, 2010 we incurred $2,651
in general and administrative expenses and $78 in interest expense. For the nine
months ended October 31, 2010 we incurred $13,405 in general and administrative
expenses and $78 in interest expense.
The following table provides selected financial data about our company for the
period ended October 31, 2010.
Balance Sheet Data: 10/31/10
------------------- --------
Cash $ 395
Total assets $ 395
Total liabilities $ 9,478
Shareholders' equity $(9,083)
Cash provided by financing activities since inception through July 31, 2010 was
$5,000 from the sale of 2,000,000 shares of common stock to our officer and
director in January 2010. In order to proceed with our business plans we will
need to complete an offering of 1,000,000 shares of common stock pursuant to the
S-1 Registration Statement we filed with the US Securities and Exchange
Commission. Total proceeds from the offering will be $20,000.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at October 31, 2010 was $395, with $9,478 in outstanding
liabilities, consisting of $78 in interest payable and $9,400 in a loan from a
related party. If we experience a shortfall of cash our director has agreed to
loan us additional funds for operating expenses, however he has no legal
obligation to do so. Our plan of operation for the next twelve months after
receiving funding is to introduce our proposed product to the contractor
industry via direct mail and our website http://www.unseensolar.com. Total
expenditures over the next 12 months are expected to be approximately $20,000.
We will require the funds from our offering to proceed. We are a development
stage company and have generated no revenue to date.
12
PLAN OF OPERATION
Unseen Solar plans to introduce its proposed product to the contractor industry
via direct mail and our website http://www.unseensolar.com. The Company plans to
especially target roofing contractors. Unseen Solar feels that its product is
practical both as a retrofit for existing houses and for new construction. The
cost of installing our product at the time the roof is built should be
advantageous. Installing tile roofs on existing properties is financially
rewarding since, due to wild fires, some insurance companies provide incentives
for conversion to tile roofs from flammable shingles.
PROPOSED MILESTONES TO IMPLEMENT BUSINESS OPERATIONS
The following milestones are estimates only. The working capital requirements
and the projected milestones are approximations only and subject to adjustment
based on costs and needs. Our 12 month budget is based on minimum operations
which will be completely funded by the $20,000 raised through our offering. If
we begin to generate profits we will increase our sales activity accordingly. We
estimate sales to begin within 12 months. Because our business is client-driven,
our revenue requirements will be reviewed and adjusted based on sales. The costs
associated with operating as a public company are included in our budget.
Management will be responsible for the preparation of the required documents to
keep the costs to a minimum. We plan to complete our milestones as follows:
DECEMBER, 2010
Complete our offering. We will design a brochure using material from our web
site and have it printed. We will mail this brochure to a database of
contractors in San Diego County. We will work with the selected patent attorney
(Cost estimate - $8,000)
JANUARY - MAY, 2010
We will follow up contacting contractors who have been sent brochures and have
shown an interest in our product. We will contact pool builders who may be
interested in using our product when they install new pools. We will design a
brochure to be used for direct mail with pool owners. (Cost estimate - $2,000)
JUNE - NOVEMBER, 2011
Continue our direct mail campaign and work with any contractors and pool
builders who have interested customers. (cost estimate - $4,000)
If the Company has customers or revenue during this 12 month period, the
business plan may change or be accelerated. There can however, be no assurance
that the Company will have either customers or revenue.
13
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is accumulated and communicated to our management, including our
principal executive and financial officer so that it may be recorded, processed,
summarized and reported within the time periods specified in SEC rules and forms
relating to our company, particularly during the period when this report was
being prepared.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter ended October 31, 2010 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Registration
Statement on Form S-1, filed under SEC File Number 333-165381, at the SEC
website at www.sec.gov:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
14
SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
December 3, 2010 Unseen Solar, Inc., Registrant
By: /s/ Edward F. Myers II
---------------------------------------------------------
Edward F. Myers II, President, Chief Executive Officer,
Principal Accounting Officer, and Chief Financial Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
December 3, 2010 Unseen Solar, Inc., Registrant
By: /s/ Edward F. Myers II
---------------------------------------------------------
Edward F. Myers II, President, Chief Executive Officer,
Principal Accounting Officer, and Chief Financial Officer
1
