Attached files
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| EX-31 - SOLAR ACQUISITION CORP. | exhibit31.htm |
| EX-32 - SOLAR ACQUISITION CORP. | exhibit32.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2011
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from_________ to____________
Commission file number: 000-5225
SOLAR ACQUISITION CORP.
(Name of small business issuer in its charter)
Florida
20-5080271
(State or other jurisdiction of incorporation
(I.R.S. Employer Identification
or organization)
No.)
215 Dino Drive Ann Arbor MI 48103
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (734) 320-7628
Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $0.001 PAR VALUE
(Title of class)
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 past 90 days. Yes [X] No [ ]
Check if no disclosure of delinquent filers in response to Item 405 of Regulation S-B is contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
State issuer's revenues for its most recent fiscal year: $ 0
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days: $1,572,245 as of April 1, 2012.
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:22,503,501 as of April 6, 2012.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
CAUTIONARY STATEMENT FOR PURPOSES OF "SAFE HARBOR PROVISIONS" OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
Certain statements contained in this Annual Report on Securities and Exchange Commission ("SEC") Form 10-KSB ("Form 10-K") constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different than any expressed or implied by these forward-looking statements. These statements may be contained in our filings with the Securities and Exchange Commission, press releases, and written or oral presentations made by our representatives to analysts, rating agencies, stockholders, news organizations and others. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "intend", "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue," or the negative of these terms or other comparable terminology. Although we believe that the expectations in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
OUR BUSINESS
(a) | Business Development |
Solar Acquisition Corp. (“we”, “us”, “our”, the “Company” or the “Registrant”) was incorporated in the State of Nevada on June 3, 2006. Since inception through June 2008, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination and has made no efforts to identify a possible business combination. In June 2008, we entered into a letter of intent with Solay Teyin/ Hyundai Heavy Industries Iberica (Solar Teyin) to market Solar products.We have not concluded a formal contract as of this time. We expanded our focus is focused on commercializing Solar energy technology. The scope of our expected business has expanded in 2012 beyond Solar to include wind, fuel cells, and geothermal in addition to research and development into innovative Solar energy solutions.
(b) | Business of Issuer |
We plan to become a developer of renewable energy technologies for the commercial industrial and utility markets. Our target customers will be both distributors and end-users of energy who are interested in reducing their energy costs, environmental impact, and the variability of their monthly energy cost due to the volatility associated with these energy supplies. We believe we can become a leading energy solutions supplier to industrial, commercial and public sector clients.
We have not generated significant revenue since inception. Our primary focus is on building our business model in the areas of renewable energy.
We believe that the long term prospects for renewable energies are very good in light of reductions in the costs compared to traditional fossil fuels, favorable business climate toward green energy, volatile prices for non-renewable energy sources such as oil and natural gas, current and anticipated federal and state legislation regulating carbon emissions and the use of fossil fuels, and government incentives for renewable energy.
RISKS THAT MAY AFFECT FUTURE RESULTS
The following risk factors and other information included in this Annual Report should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks actually occur, our business, financial condition and operating results could be materially adversely affected.
We do not have sufficient capital to fund our operations.
We are a development stage company organized in June 2006 and have recently commenced operations, which makes an evaluation of us extremely difficult. At this stage of our business operations, even with our good faith efforts, we may never become profitable or generate any significant amount of revenues, thus potential investors have a high probability of losing their investment. Our auditor’s have substantial doubt about our ability to continue as a going concern. Additionally, our auditor’s report reflects the fact that the ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately the achievement of significant operating revenues. If we are unable to continue as a going concern, you will lose your investment.
We were incorporated in June 2006 as a Florida corporation. As a result of our start-up operations we have; (i) generated no revenues, (ii) accumulated deficits of $ 1,477,239 for the year ended December 31, 2010 and $563,863,241 year ended December 31, 2011 due to issuance in stock for services rendered and have been focused on organizational and start-up activities, business plan development, and website design since we incorporated.
We do not have not commercially available products.
We have not commenced the selling of any renewable energy products. There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. Our future operating results will depend on many factors, including our ability to raise adequate working capital, demand for our service, the level of our competition and our ability to attract and maintain key management and employees. Additionally, our auditor’s report reflects that the ability of Renewable Acquisition to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. If we are unable to continue as a going concern, our business will fail.
Our management and board of directors has limited industry experience.
Our management has limited experience in framing a renewable energy company. The lack of experience in building a business in renewable energy could reduce or eliminate your return on investment.
We have no full time employees. We intend to hire personnel in the future, when sufficiently capitalized, who may have the experience required to manage our company, such management is not anticipated until the occurrence of future financing. Since we are not sufficiently capitalized, future offerings will be necessary to satisfy capital needs. Until such future offering occurs, and until such management is in place, we are reliant upon our management to make the appropriate management decisions.
Our management is involved with other businesses including other public companies and there can be no assurance that we will have will continue to provide services to us. This involvement could have the effect on our operations of preventing us from being a successful business operation, which ultimately could cause a loss of your investment.
We have limited industry contacts.
We do not have a contract with any suppliers for renewable energy products that can be sold commercially at the present time. There is no guarantee we will develop sufficient supplier relationships to create a business. If we are unable to do so, our business will fail.
Because of market pressures from competitors with more resources, we may fail to implement our business model profitably.
The business of renewable energy in general is highly fragmented and extremely competitive. The market for customers is intensely competitive and such competition is expected to continue to increase. There are no substantial barriers to entry in this market and we believe that our ability to compete depends upon many factors within and beyond our control, including the timing and market acceptance of new solutions and enhancements to existing solutions developed by us, our competitors, and their advisors.
We are dependent on market acceptance of renewable energy.
Our ability to generate revenue and be successful in implementation of our business plan is dependent on the market for renewable energy growing. o
A drop in the retail price of conventional energy or non-renewable renewable energy sources may negatively impact our business.
The demand for renewable energy systems depends in part on the price of conventional energy, which affects return on investment resulting from the purchase of renewable energy. . Fluctuations in economic and market conditions that impact the prices of conventional and non-renewable renewable energy sources, such as decreases in the prices of oil and other fossil fuels, could cause the demand for renewable energy systems to decline, which would have a negative impact on our business. Changes in utility electric rates could also have a negative effect on our business.
The reduction, elimination or expiration of government subsidies and economic incentives for renewable energy could reduce the demand for our products.
Government subsidies are an important factor in the economic determination to purchase a renewable energy system. Certain states, including California and Colorado, localities and utilities offer incentives to offset a portion of the cost of qualified renewable energy systems. These incentives can take many forms, including direct rebates, state tax credits, system performance payments and renewable energy credits, or RECs. The reduction or elimination of such incentives or delays or interruptions in the implementation of favorable federal or state laws could substantially increase the cost of our systems to our customers, resulting in a significant reduction in demand for our products and services.
Existing regulations, and changes to such regulations, may present technical, regulatory and economic barriers to the installation of renewable energy systems, which may significantly reduce demand for our renewable energy systems.
The installation of renewable energy systems is subject to oversight and regulation under local ordinances; building, zoning and fire codes; environmental protection regulation; utility interconnection requirements for metering; and other rules and regulations. We attempt to keep up-to-date about these requirements on a national, state and local level and must design and install our renewable energy systems to comply with varying standards. Certain cities may have ordinances that prevent or increase the cost of installation of our
renewable energy systems. In addition, new government regulations or utility policies pertaining to the installation of renewable energy systems are unpredictable and may result in significant additional expenses or delays, which could cause a significant reduction in demand for renewable energy systems.
Existing regulations and policies pertaining to electricity pricing and technical interconnection of customer-owned electricity generation and changes to these regulations and policies may deter the purchase and use of renewable energy systems and negatively impact development of the renewable energy industry.
The market for renewable energy systems is heavily influenced by foreign, federal, state and local government regulations and policies concerning the electric utility industry, as well as policies adopted by electric utilities. These regulations and policies often relate to electricity pricing and technical interconnection of customer-owned electricity generation. For example, currently, metering caps exist in certain jurisdictions, which limit the aggregate amount of power that may be sold by renewable power generators into the electric grid. These regulations and policies have been modified in the past and may be modified in the future in ways that could deter purchases of renewable energy systems and investment in the research and development of renewable energy technology. For example, without a mandated regulatory exception for renewable energy systems, utility customers are often charged interconnection or standby fees for putting distributed power generation on the electric utility grid. Such fees could increase the cost to our customers of using renewable energy systems and make them less desirable, thereby harming our business, operating results and financial condition. Changes in net metering policies could also deter the purchase and use of renewable energy systems. In addition, electricity generated by renewable energy systems competes primarily with expensive peak hour electricity rates rather than with the less expensive average price of electricity. Modifications to the peak hour pricing policies of utilities, such as to a flat rate, would require renewable energy systems to achieve lower prices in order to compete with the price of electricity.
Our auditors have included a paragraph in their report regarding substantial doubt about our ability to continue as a going concern.
(c) Reports to security holders.
(1) The Company is not required to deliver an annual report to security holders and at this time does not anticipate the distribution of such a report.
(2) The Company will file reports with the SEC. The Company will be a reporting company and will comply with the requirements of the Exchange Act once this Registration Statement becomes effective which will be automatically be 60 days after filing..
(3) The public may read and copy any materials the Company files with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.
EMPLOYEES
As of December 31, 2011, we had a total of One Part -time employee. This part-time employee is not covered by a collective bargaining agreement.
ITEM 2. DESCRIPTION OF PROPERTY.
We currently maintain our executive offices, consisting of approximately 300 square feet of space, 215 Dino Drive Ann Arbor, MI 48103
ITEM 3. LEGAL PROCEEDINGS.
The company is not party to any legal proceedings .
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(a) 1,500,000 shares of the Company’s common stock have previously been registered with the Securities and Exchange Commission (the Commission@ or any state securities agency or authority. The Company shares are quoted on the OTC Bulletin Board.
If and when the Company’s common stock is traded in the over-the-counter market, the shares will be subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the Exchange Act@), commonly referred to as the A penny stock@ rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.
The Commission generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on The NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the issuer=s net tangible assets; or exempted from the definition by the Commission. If the Company=s shares are deemed to be a penny stock, trading in the shares will be subject to additional sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors, generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse.
For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must have received the purchaser=s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, the monthly statements must be sent disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker dealers to trade and/or maintain a market in the Companys common stock and may affect the ability of shareholders to sell their shares.
(b) Holders. As of December 31, 2012, there was 31 record holder of shares of the Company's Common Stock.
(c) Dividends. The Registrant has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Registrant's business.
SALES OF UNREGISTERED SECURITIES
None
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
FORWARD LOOKING STATEMENTS
This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Shareholders are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, our ability to fully establish our proposed websites and our ability to conduct business with Palm, Inc. and be successful in selling products. Although we believe the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements contained in the report will prove to be accurate.
GENERAL
The following discussion and analysis should be read in conjunction with our consolidated financial statements and related footnotes for the year ended December 31, 2011 elsewhere in this Annual Report on Form 10-K. The discussion of results, causes and trends should not be construed to imply any conclusion that such results or trends will necessarily continue in the future.
We plan to become a developer of renewable energy technologies for the commercial industrial and utility markets. Our target customers will be both distributors and end-users of energy who are interested in reducing their energy costs, environmental impact, and the variability of their monthly energy cost due to the volatility associated with these energy supplies. We believe we can become a leading energy solutions supplier to industrial, commercial and public sector clients.
Significant Accounting Policies and Estimates
Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experiences and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of the Company's financial statements relate to the allowance for doubtful accounts. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the consolidated financial statements included in this Annual Report on Form l0-K for the year ended December 31, 2011.
LIQUIDITY AND CAPITAL RESOURCES
In 2009, we raised $450,000 from the sale of our common stock .
We have incurred net losses since our inception of 563,863,241. In order for us to continue in existence, we will have to raise additional capital through the sale of equity or debt or generate sufficient profits from operations, or a combination of both.
We registerd for sale 1,500,000 shares of our common stock on a best efforts basis to provide us with up to $450,000 of additional capital.
ITEM 7. FINANCIAL STATEMENTS.
See pages beginning with page F-1.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
On April 1, 2010, Solar Acquisition Corp (1) Gruber & Company, LLC resigned as the Company’s independent accountant due to reaching the five year limit imposed by the Public Company Accounting Oversight Board. (2) The Company retained Peter Messineo, CPA (“PM”) as its new independent accountants.
Gruber & Company, LLC’s report on the financial statements of Solar Acquisition Corp for the years ended December 31, 2008 and 2009 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except that their reports for each of the years ended December 31, 2009and 2008 included an explanatory paragraph stating that the company was a development-stage company and had not yet begun operations nor raised any monies to fund such operations. These factors raised substantial doubt as to the company's ability to continue as a going concern.
The resignation of Gruber & Company, LLC and the decision to retain PM was unanimously approved by Solar Acquisition’s board of directors.
From the date of the last audited financial statements through the date of resignation Solar Acquisition Corp had no disagreements, whether or not resolved, with Gruber & Company, LLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Gruber & Company’s satisfaction, would have caused Gruber & Company, LLC to make reference to the subject matter of the disagreement in connection with its report. There were no events otherwise reportable under Item 304(a)(1)(iv) of Regulation S-B.
During the two most recent fiscal years of Solar Acquisition Corp, Solar Acquisition Corp did not consult PM regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on Solar Acquisition Corp’s financial statements.
Solar Acquisition Corp provided Gruber & Company, LLC with a copy of this report. Attached as Exhibit 16.1 is a copy of a letter from Gruber & Company, LLC agreeing with the statements made in this report.
Here are the changes to the audit fee section:
Item 8A. CONTROLS AND PROCEDURES.
Reference is made to the disclosures below under Item 8A(T) Controls and Procedures.
Item 8A(T). Controls and Procedures.
Disclosure Controls and Procedures
Our President being the sole member of our management, in his capacity as our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report (December 31, 2010), as is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Our disclosure controls and procedures are intended to ensure that the information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as the principal executive and financial officers, respectively, to allow timely decisions regarding required disclosures.
Based on that evaluation, our President concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures were effective.
Our management has concluded that the financial statements included in this Form 10-K present fairly, in all material respects our financial position, results of operations and cash flows for the periods presented in conformity with generally accepted accounting principles.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.
Our President conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as set forth in Internal Control - Integrated Framework. Based on our evaluation under the framework in Internal Control - Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2011.
This annual report does not include an audit or attestation report of our registered public accounting firm regarding our internal control over financial reporting. Our management’s report was not subject to audit or attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.
ecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Evaluation of Changes in Internal Control over Financial Reporting
Our President also conducted an evaluation of our internal control over financial reporting to determine whether any change occurred during the fourth quarter of 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, our management concluded that there were no changes. As of the end of the period covered by this Annual
Report, no deficiencies were identified in our internal controls over financial reporting which constitute a “material weakness.”
We believe that our failure to include this report on internal controls has not negatively impacted the effectiveness of of our disclosure controls and procedures as of December 31, 2011.
We acknowledge that the failure to perform management’s assessment adversely affects the company’s and its shareholders ability to avail themselves of rules and forms that are predicated on the current or timely filing of Exchange Act reports
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
DIRECTORS AND EXECUTIVE OFFICERS
Our executive officers and directors are:
Name
Age
Position
Peter Klamka
43
Chairman of the Board, CEO, President
Treasurer and Secretary.
The business experience, principal occupations and employment, as well as the periods of service, of our sole director and executive officer.
The business experience, principal occupations and employment, as well as the periods of service, of our sole director and executive officer during the last five years are set forth below.
Peter Klamka has been our Chairman of the Board and Chief Executive Officer since our inception. Mr. Klamka has been active in developing, funding, and operating various start up companies over the past twenty years. He is the former Chairman and CEO of GiraSolar Inc., a Solar energy company based in Europe that trades on the Pink Sheets. Mr. Klamka is also the CEO of Cephas Holdings Inc., a reporting company, that develops and markets mobile phone applications. He is also a principal officer in several other ventures including WTTJ Corp.
EMPLOYMENT AND CONSULTING AGREEMENTS
We have no employment or other written agreement with Peter Klamka, our President and Chief Executive Officer. Mr. Klamka. The Company believes that Mr. Klamka will continue to waive any salary for the foreseeable future, although no assurance thereof can be given.
Mr. Klamka is involved in other business ventures, including the ownership and management other private and public businesses.
We have no employment or other written agreement with Mr. Klamka.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of the date of this report, relating to the beneficial ownership of our common stock by those persons known to us to beneficially own more than 5% of our capital stock, by our director and executive officer, and by all of our directors and executive officers as a group.
Name of Beneficial Owner(1) | Number Of Shares | Percent Ownership |
|
Barton PK, LLC (2) Richard Mays Condor Financial Management, S.A. (3) Ecorum Limited (4) liveIR (5) Susan Radke Algol (6) Ajoy Garapati Joe Eberhard HW Funds Group, LLC (7) Dynamic Development (8) | 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 500,000 500,000 | 8.6% 8.6% 8.6% 8.6% 8.6% 8.6% 8.6% 8.6% 8.6% 4.3% 4.3% |
|
All Directors, Officers and Principal Stockholders as a Group | 1,0000000 | 86.6% |
|
1.) | The address of each shareholder is care of Solar Acquisition Corp at 215 Dino Drive, Ann Arbor, MI 48103 unless otherwise stated. |
2.) | Peter Klamka, sole director and officer of Solar Acquisition Corp., is a beneficial owner in Barton PK, LLC. |
3.) | Joe Eberhard is the Director and the address is P.O. Box 9112 CH-8036 Zurich Switzerland |
4.) | Joe Eberhard is the Director and the address is P.O. Box 9112 CH-8036 Zurich Switzerland |
5.) | Brandon Wynn is the President and the address is 1919 Van Buren St. #611A, Hollywood, FL 33020 |
6.) | Carol Wynn Eldred is the President and the address is 2212 South Cypress Bend Drive #201, Pompano Beach, FL 33069 |
7.) | Joe Logan is the Managing Director and the address is 708 Third Avenue, 11th Floor, New York, NY 10017 |
8.) | Avi Shapiro is the President and the address is YUNITSMAN 2/523, TEL AVIV YAFO 69360, ISRAEL |
CODE OF ETHICS
We have not yet adopted a code of ethics that applies to our principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions, since we have been focusing our efforts on obtaining financing for the company. We expect to adopt a code by the end of the current fiscal year.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors, and persons who beneficially own more than 10% of our common stock to file reports of securities ownership and changes in such ownership with the Securities and Exchange Commission ("SEC"). Officers, directors and greater than 10% beneficial owners are also required by rules promulgated by the SEC to furnish us with copies of all Section 16(a) forms they file.
Based solely upon a review of the copies of such forms furnished to us, or written representations that no Form 5 filings were required, we believe that during the fiscal period ended December 31, 2006, there was compliance with all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners.
ITEM 10. EXECUTIVE COMPENSATION.
None
COMPENSATION OF DIRECTORS
Directors do not receive compensation but are reimbursed for their expenses for each meeting of the board that they attend.
STOCK OPTION PLANS
None
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
None
EQUITY COMPENSATION PLANS
None
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
NONE.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits to this Form 10-K:
3.1
Articles of incorporation dated June 3, 2006(1)
3.2
By-Laws(1)
(1) Incorporated by reference from the Company’s Form 10SB filed September 2006.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
AUDIT FEES
We have been billed $2,400 for our audit of the annual filing on Form 10-K, for the year ended December 31, 2011 by our current audit firm, Peter Messineo, CPA.
AUDIT-RELATED FEES
There were no fees billed for services reasonably related to the performance of the audit or review of our financial statements outside of those fees disclosed above under "Audit Fees".
TAX FEES
There were no fees billed during this fiscal period for tax compliance, tax advice, and tax planning services.
ALL OTHER FEES
There were no fees billed for services by our principal accountant, other than those disclosed above.
PRE-APPROVAL POLICIES AND PROCEDURES
Prior to engaging our accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Solar ACQUISITION CORP.
Dated:
April 16, 2012
s/s Peter Klamka
Peter Klamka, President
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.
SIGNATURE
TITLE
DATE
----------------
---------
---------
Chairman, President,
Secretary and
Chief Executive Officer
/s/ Peter Klamka
(Principal Executive
----------------------------
and Accounting Officer)
April 16, 2012
Peter Klamka
SOLAR ACQUISITION CORP.
A Development Stage Company
FINANCIAL STATEMENTS
As of December 31, 2011 and 2010 and the Years the Ended
Contents
Financial Statements: |
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Report of Independent Registered Public Accounting Firm |
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Balance Sheets |
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Statements of Operations |
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Statements of Changes in Stockholders’ Equity |
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Statements of Cash Flows |
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Notes to Financial Statements |
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| Peter Messineo Certified Public Accountant 1982 Otter Way Palm Harbor FL 34685 peter@pm-cpa.com T 727.421.6268 F 727.674.0511 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Solar Acquisition Corp.
I have audited the balance sheets of Solar Acquisition Corp. as of December 31, 2011 and 2010 and the related statements of operations, changes in stockholders’ equity, and cash flows for the years then ended and for the period June 3, 2006 (date of inception) through December 31, 2011. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.
I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements were free of material misstatement. The Company was not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that were appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements, referred to above, present fairly, in all material respects, the financial position of Solar Acquisition Corp. as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended and for the period June 3, 2006 (date of inception) through December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has no revenues from operation, has not emerged from the development stage, has a history of recurring losses resulting in accumulated deficit and has negative working capital and is requiring traditional financing or equity funding to develop its operating plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Further information and management’s plans in regard to this uncertainty were also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Peter Messineo, CPA
Peter Messineo, CPA
Palm Harbor, Florida
April 13, 2012
SOLAR ACQUISITION CORP. |
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(A DEVELOPMENT STAGE COMPANY) |
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BALANCE SHEETS |
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| December 31, | December 31, |
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| 2011 | 2010 |
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ASSETS |
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CURRENT |
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Cash |
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| $ 1 | $ 1 |
Due from related party |
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| - | 3,210 | |
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Total Current Assets |
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| 1 | 3,211 | |
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Property and equipment, net of accumulated depreciation of $916 and $0, respectively | 3,662 |
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Intangible assets, net of accumulated amortization of $ 606,117 and $0 respectively | 6,060,883 | - | ||||||
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TOTAL ASSETS |
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| $ 6,064,546 | $ 3,211 | |
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LIABILITIES AND SHAREHOLDER EQUITY |
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CURRENT |
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Accounts payable |
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| $ 5,754 | $ - | |
Accrued interest payable |
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| 440,753 | - | |
Due to shareholder |
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| 4,640 | 7,850 | |
Derivative liability |
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| 900,100 | - | |
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Total Current Liabilities |
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| 1,351,247 | 7,850 | ||
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Promissory note payable |
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| 3,300,000 | - | |
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| 4,651,247 | 7,850 |
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STOCKHOLDER EQUITY |
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Common stock, authorized, 100,000,000 shares, par value $.001 |
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- issued and outstanding, 22,503,501(December 31, 2010 - 11,533,333) |
| 22,504 | 11,533 | |||||
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Preference shares, authorized, 1,000,0000 |
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- issued and outstanding - nil (December 31, 2010 - nil) |
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Preference shares issuable - 1,000,000 |
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| 1,000 | - | ||
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Additional paid in capital |
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| 565,253,036 | 1,431,067 | |
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Deficit accumulated during development stage |
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| (563,863,241) | (1,447,239) | |||
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Total Stockholder Equity(Deficit) |
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| 1,413,299 | (4,639) | ||
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TOTAL LIABILITIES AND STOCKHOLDER EQUITY |
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| $ 6,064,546 | $ 3,211 | ||||
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The accompanying notes are an integral part of these financial statements.
SOLAR ACQUISITION CORP. |
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(A DEVELOPMENT STAGE COMPANY) |
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STATEMENT OF OPERATIONS |
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UNAUDITED |
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| June 3, 2006 |
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| For the Year Ended | (Inception) | ||
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| December 31, | To December | ||
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| 2011 | 2010 | 30, 2011 |
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REVENUE |
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| $ - | $ - | $ - |
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OPERATING EXPENSES |
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Stock based compensation |
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| 10,053,335 | - | 10,053,335 | |
Professional fees |
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| 5,650 | 2,500 | 23,400 | |
Consulting fees |
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| - | 67,530 | 1,320,749 | |
General and administrative |
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| 104 | 20,904 | 108,844 | |
Depreciation and amortization |
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| 607,033 | - | 607,033 | ||
Impairment of assets |
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| 550,409,027 | - | 550,409,027 | |
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Total Operating Expenses |
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| 561,075,149 | 90,934 | 562,522,388 | |
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Income(Loss) Before the Undernoted |
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| (561,075,149) | (90,934) | (562,522,388) | |||
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Interest expense |
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| (173,250) | - | (173,250) | |
Change in derivative liability |
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| (900,100) | - | (900,100) | ||
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Net Loss |
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| $ (562,148,499) | $ (90,934) | $ (563,595,738) |
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WEIGHTED AVERAGE NUMBER OF SHARES |
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| 21,552,637 | 11,533,333 |
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BASIC AND DILUTED LOSS PER SHARE |
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| $ (26.08) | $ (0.01) |
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The accompanying notes are an integral part of these financial statements
SOLAR ACQUISITION CORP. |
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(A DEVELOPMENT STAGE COMPANY) |
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STATEMENT OF CASH FLOWS |
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UNAUDITED |
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| June 3, 2006 |
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| For the Year Ended | (Inception) | |
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| December 31, | To December | |
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| 2011 | 2010 | 2011 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income(loss) |
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| $ (562,148,499) | $ (90,934) | $ (563,863,241) | |
Changes in assets and liabilities |
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Depreciation and amortization |
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| 607,033 |
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Stock issued for services |
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| 10,053,335 | - | 11,043,335 | |
Change in derivative liability |
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| 900,100 |
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Impairment of assets |
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| 550,409,027 |
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Increase(decrease) in accounts payable |
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| 5,754 | - | 5,754 | ||
Increase in accrued interest payable |
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| 440,753 | - | 440,753 | ||
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Cash Used In Operating Activites |
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| - | (90,934) | (457,239) | ||
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Issuance of common stock |
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| - | 452,600 | |
Shares issuable |
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Promissory note payable |
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Advances to related party |
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| - | 4,640 | |
Increase in note payable |
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| - | - |
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Cash Provided By Financing Activities |
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| - | - | 457,240 | ||
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Acquisition of assets |
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| - | - | - | |
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Cash Used In Investing activities |
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| - | - | - | ||
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NET CHANGE IN CASH |
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| - | (90,934) | 1 | |
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CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 1 | 90,935 | - | |||||
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CASH AND CASH EQUIVALENTS - June 30 |
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| $ 1 | $ 1 | $ 1 | |||
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SUPPLEMENTARY INFORMATION |
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Interest paid |
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| $ - | $ - | $ - |
Income taxes paid |
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| $ - | $ - | $ - | |
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The accompanying notes are an integral part of these financial statements.
Non-cash disclosures:
During 2011 the Company completed acquisitions of licenses and other intangible property rights in exchange for a promissory note and shares of common and preferred. The shares were valued at fair market value at the date of acquisition. The net assets in the exchange were recorded at their value, based on future discounted cash flows. The assets acquired included identifiable assets in the amount of $4,578 and intangible assets of $6,667,000, net of appropriate valuation considerations. Additionally in the acquisition a promissory note for $3,300,000 was issued to the sellers.
SOLAR ACQUISITION CORP.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 2011 and 2010
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
| (a) | Organization and Business: |
SOLAR ACQUISITION CORP. (the “Company”) was incorporated in the State of Florida on June 3, 2006 for the purpose of raising capital that is intended to be used in connection with its business plans which may include a possible merger, acquisition or other business combination with an operating business.
The Company is currently in the development stage. All activities of the Company to date relate to its organization, initial funding and share issuances.
The year end of the Company is December 31.
| (b) | Basis of Presentation |
The Company follows the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America and has adopted a year end of December 31. The financial statements have, in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
The Company has had no significant operations, since inception and, accordingly, is fully dependent either future sales of securities or upon its current management and/or advances or loans from significant stockholders or corporate officers to provide sufficient working capital to preserve the integrity of the corporate entity. Because of these factors, our auditors have issued an audit opinion for the Company which includes a statement describing our going concern status. This means, in our auditor’s opinion, substantial doubt about our ability to continue as a going concern exists at the date of their opinion.
The Company’s continued existence is dependent upon its ability to generate sufficient cash flows from operations to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis.
The Company anticipates offering future sales of equity securities. However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company.
| (c) | Use of Estimates: |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
| (d) | Cash and Cash Equivalents: |
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
| (e) | Income Taxes: |
The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.
Any deferred tax asset has been fully offset by a valuation allowance because at this time the Company believes that it is more likely than not that the future tax benefit will not be realized as the Company has no current operations.
| (f) | Loss per Common Share: |
Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. Dilutive instruments include convertible preferred shares which represents an additional100,000,000 common stock, if converted.
| (g) | Fair Value of Financial Instruments: |
The Company applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis. Fair value estimates are based upon certain market assumptions and pertinent information available to management as of December 31, 2011. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts payable, accrued expenses and derivative liability. The fair value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value.
| (h) | Long-Lived Assets: |
Property and equipment is stated at cost. Depreciation is computed by the straight-line method over estimated useful lives (5 years). Intellectual property assets are stated at their fair value acquisition cost. Amortization of intellectual property assets is calculated by the straight line method over their estimated useful lives (10 years). Historical costs are reviewed and evaluated for their net realizable value of the assets. The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation and amortization period or the unamortized balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of property and equipment existed at December 31, 2011.
Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment
whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. The Company recognized an impairment loss from acquisition of intangible property as the difference in the fair value of the compensation (shares issued) were believed to be greater than the future discounted cash flows that could be determined with reliable positive evidence, as assumptions for the values issued in the exchange were based on certain future events which may not be fulfilled.
| (i) | Stock Based Compensation: |
The Company issues restricted stock to consultants for various services. Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services. Stock compensation for the periods presented were issued to consultants for past services provided, accordingly, all shares issued are fully vested, and there is no unrecognized compensation associated with these transactions.
| (j) | Recent Accounting Pronouncements: |
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.
In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (ASU 2011-04). This newly issued accounting standard clarifies the application of certain existing fair value measurement guidance and expands the disclosures for fair value measurements that are estimated using significant unobservable (level 3) inputs. This ASU is effective on a prospective basis for annual and interim reporting periods beginning on or after December 15, 2011. The adoption of this standard is not expected to have a material impact on our financial position or results of operations.
In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income” (ASU 2011-05). This newly issued accounting standard (1) eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity; (2) requires the consecutive presentation of the statement of net income and other comprehensive income; and (3) requires an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income nor do the amendments affect how earnings per share is calculated or presented.
In December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). This newly issued accounting standard requires an entity to disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions executed under a master netting or similar arrangement and was issued to enable users of financial statements to understand the effects or potential effects of those arrangements on its financial position. This ASU is required to be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. As
this accounting standard only requires enhanced disclosure, the adoption of this standard is not expected to have an impact our financial position or results of operations.
In December 2011, the FASB issued ASU No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, which defers the requirement within ASU 2011-05 to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. During the deferral, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect prior to the issuance of ASU 2011-05. These ASUs are required to be applied retrospectively and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. As these accounting standards do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income, the adoption of these standards is not expected to have an impact on our financial position or results of operations.
Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future financial statements.
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period ended December 31, 2011 and 2010, the Company has had no significant operations, has a history of recurring losses resulting in accumulated deficit and has negative working capital. As of December 31, 2011, the Company has not emerged from the development stage. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 – PROPERTY AND EQUIPMENT
Property and equipment consists of:
| December 31, |
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| 2010 | ||
Office equipment | $ | 4,578 |
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Less accumulated depreciation |
| 916 |
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| $ | 3,662 |
| $ | - |
Depreciation of equipment was $916 and $0 for the years ended December 31, 2011 and 2010, respectively.
NOTE 4 – INTANGIBLE ASSETS
The Company owns intellectual property, which it is amortizing on a straight-line basis over the assets useful life. The Company assesses fair market value for any impairment to the carrying values.
| December 31, |
| December 31, | ||
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| 2010 | ||
Intellectual property | $ | 6,667,000 |
| $ | - |
Less accumulated amortization |
| 606,117 |
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| $ | 6,060,883 |
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Future amortization through December 31,: |
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2012 | $ | 666,700 |
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2013 |
| 666,700 |
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2014 |
| 666,700 |
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2015 |
| 666,700 |
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2016 |
| 666,700 |
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2017 and thereafter |
| 2,727,383 |
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| $ | 6,060,883 |
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Amortization of the intangible assets was $606,117 and $0 for the years ended December 31, 2011 and 2010, respectively.
Management periodically reviews the valuation of this asset for potential impairments. Consideration of various risks to the valuation and potential impairment includes, but is not limited to: (a) the technology’s acceptance in the marketplace and our ability to attain projected forecasts of revenue (discounted cash flow of projections); (b) competition of alternative solutions; and (c) federal and state laws which may prohibit the use of our technology as currently designed. Management does not anticipate any negative impact from known current business developments. Management continuously measures the marketplace, potential revenue developments and competitive developments in the industry.
Intangible assets were the results of the following transactions:
Clean Power, Inc.
On January 11, 2011 the Company closed on the purchase of Clean Power, Inc. in an exchange for 5,459,501 shares of common stock, which represented approximately 40% of the outstanding shares. The Company has valued the transaction at $26,205,605 based on the fair market of shares issued in the exchange. The purchase price was allocated to all identified tangible assets and then to intangible assets. The Company immediately recorded an impairment of $25,546,027, resulting in an unamortized value of $655,000, or 2.5% of the gross purchase price valuation, as of December 31, 2011, to reflect the estimated return of the intangible assets, based on projected discounted cash flows and other subjective considerations.
Nano CP, LLC
On February 9, 2011 the company closed a series of transactions with Nano CP, LLC, a Florida limited liability company (“Nano”), WATT Fuel Cell Corp, a New York corporation (“WATT”), and Evolution Fuel Cell, Inc., a Delaware corporation (“Evolution”) whereby the Company simultaneously acquired assets for the development of solid oxide fuel cells and created two (2) subsidiaries capitalized by the equipment and intellectual property, CP SOFC Equipment, LLC and CP SOFC IP, LLC, respectively. The subsidiaries, wholly owned by the Company, in turn, have leased the equipment to WATT and have licensed the intellectual property to WATT and Evolution, with conflicts resolved through a cross licensing agreement between WATT and Evolution. As consideration for the assets purchased from Nano, the Company has made a promissory note for three million three hundred thousand dollars ($3,300,000.00) and issued exactly one million (1,000,000) preferred shares, convertible at 100:1, common for preferred. As consideration for the leasing and licensing, the Company shall receive exactly five percent (5%) of WATT outstanding and issued shares and thirty five percent (35%) of the outstanding and issued shares of Evolution. The Company also maintains an option to purchase from WATT sixteen percent (16%) of Evolution for exactly one million one hundred two hundred fifty thousand (1,250,000) shares of the Company’s common stock, if certain triggering events occur. The contract was negotiated by the Board of Directors and the valuation was set arbitrarily. The Company has valued the transaction at $513,300,000 based on the fair market of shares issued in the exchange. The purchase price was allocated to all identified tangible assets and then to
intangible assets. The Company immediately recorded an impairment of $508,167,000, resulting in an unamortized value of $5,133,000, or 1.0% of the gross purchase price valuation, as of December 31, 2011, to reflect the estimated return on the investment, based on projected discounted cash flows and other subjective considerations.
Global Natural Energy, Ltd.
On March 16, 2011 the Company entered into a Joint Venture with Global Natural Energy, Limited, a corporation duly formed in the Republic of Cyprus (“GNE”) to develop algae farms in the United States. The Master Agreement stipulates the creation of the entity, GNE-USA, Inc., an Arkansas based company that will lead the algae production efforts, whereby the Company shall retain fifty one percent (51%) and GNE shall retain forty nine percent (49%) of the outstanding shares of the subsidiary. As part of the transaction, the Company issued exactly two million (2,000,000) shares of restricted common stock of the Company. The contract was negotiated by the Board of Directors and the valuation was set arbitrarily. The Company has valued the transaction at $10,000,000 based on the fair market of shares issued in the exchange. The purchase price was allocated to all identified tangible assets and then to intangible assets. The Company immediately recorded an impairment of $9,500,000, resulting in an unamortized value of $500,000, or 5.0% of the gross purchase price valuation, as of December 31, 2011, to reflect the estimated return on the investment, based on projected discounted cash flows and other subjective considerations.
Solar Teyin, S.L.
On March 25, 2011 the Company closed an Asset Purchase Agreement with Solar Teyin, S.L., a limited liability company formed in the Kingdom of Spain (“Solar Teyin”) related to the production and distribution of portable solar lighting units. The Asset Purchase Agreement stipulates the creation of an entity to oversee the operations of all things related to the solar lighting technology. The Company shall maintain eighty percent (80%) of the subsidiary. As consideration for the transaction, the company issued exactly one million five hundred thousand (1,500,000) shares to Solar Teyin, S.L. The contract was negotiated by the Board of Directors and the valuation was set arbitrarily. The Company has valued the transaction at $7,575,000 based on the fair market of shares issued in the exchange. The purchase price was allocated to all identified tangible assets and then to intangible assets. The Company immediately recorded an impairment of $7,196,000, resulting in an unamortized value of $379,000, or 5.0% of the gross purchase price valuation, as of December 31, 2011, to reflect the estimated return on the investment, based on projected discounted cash flows and other subjective considerations.
NOTE 5 – RELATED PARTY TRANSACTIONS:
A note payable to a related party is unsecured, non-interest bearing, has no fixed terms of repayment and is considered payable upon demand.
The Company does not require office space at the current time. The officers and directors have provided office space, as necessary, at no cost. The Company will consider arrangements at such time that operations commence.
The above transactions may have had different results, had these transactions occurred with unrelated third parties.
NOTE 6 - PROMISSORY NOTE PAYABLE
On February 9, 2011 the Company issued a promissory note in agreement to purchase assets. The promissory note bears interest at the rate of 15% per annum, due February 1, 2016. Interest shall be paid in monthly payments of interest in arrears. If the Buyer has insufficient cash on hand to pay interest due it may pay interest in common shares at a price per share equal to the 20 day moving average price of common shares of the Buyer, rounded up to the next whole share. If the Buyer does have sufficient cash on hand to pay interest due, Seller may, at its sole discretion, elect to take payment in common shares instead of cash. The method for calculation shall be the same as if the Buyer had insufficient cash on hand. Principle shall be paid as cash
flow allows, thereafter to be paid on Maturity Date or a funding event sufficient to pay the balance of the note, whichever occurs first.
Seller shall agree that note shall be subordinate to any debt instrument or other encumbrance against the physical assets, provided that prior to or simultaneously with any such encumbrance the Buyer has paid/pays at least $1,500,000 of the outstanding principle balance. In the event the Buyer wishes to encumber any of the assets but has not paid $1,500,000 of the outstanding principle, the Seller shall allow the encumbrance, provided that the Buyer ensures that only such part of the assets equal in value to the financing resulting in the encumbrance are in fact encumbered, and no less than 80% of the financing is utilized to reduce the outstanding balance due to Seller.
As of December 31, 2011 the Company has accrued $440,753 of unpaid interest on the promissory note.
NOTE 7- CAPITAL STOCK:
No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.
Preferred Stock
On February 9, 2011, the Company issued 1,000,000 shares of preferred stock, convertible 1:100, preferred into common as payment for the intellectual property acquired from Nano CP, LLC. Upon intent to exercise, Seller shall give notice to Buyer and Buyer shall take action required to duly authorize the issuance of common shares sufficient to fulfill Seller’s exercise. See Note 4.
Common Stock
The total number of shares of capital stock which the Company shall have authority to issue is 100 million common shares with a par value of $.001, as amended in the Articles of Incorporation, filed with the State of Florida on May 12, 2008.
Holders of shares of Common stock shall be entitled to cast one vote for each share held at all stockholders' meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights.
On June 3, 2006, date of inception, the company issued 100,000 shares at par value of $.001 for $100.
In 2008, the Company issued 9,900,000 shares of common stock for services, at fair market value of $.10 per share or $990,000.
In 2009, the Company issued 1,533,333 shares of common stock for cash, at a purchase price of $.30 per share or $452,500.
In 2011, the Company issued 2,010,667 shares of common stock for services, at fair market value of $5.00 per share or $10,051,324.
On February 9, 2011, the Company acquired Clean Power, Inc. in exchange for 5,459,501 restricted shares of common stock. Shares were valued at fair market at the date of the transaction, resulting in a purchase price of $26,205,605. The shares have been recorded per the agreement; however remain unissued from the stock transfer agent. See Note 4.
On March 16, 2011, the Company issued 2,000,000 shares of restricted common shares in connection with an acquisition of various assets. Shares were valued at fair market at the date of the transaction, resulting in a purchase price of $10,000,000. The shares have been recorded per the agreement; however remain unissued
from the stock transfer agent. See Note 4.
On March 25, 2011 the Company contracted to issue an additional 1,500,000 of restricted common shares in connection with the acquisition of various assets. Shares were valued at fair market at the date of the transaction, resulting in a purchase price of $7,575,000. The shares have been recorded per the agreement; however remain unissued from the stock transfer agent. See Note 4.
NOTE 8 – INCOME TAXES
The components of income tax (benefit) expense for the nine months ended December 31, 2011 and December 31, 2010 respectively, are as follows:
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Federal: |
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Deferred |
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State: |
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Current |
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Deferred |
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The Company has a net operating loss carry forward to offset future taxable income of approximately $4,301,000. Subject to current regulations, this carry forward will begin to expire in 2022. The amount and availability of the net operating loss carry forwards may be subject to limitations set forth by the Internal Revenue Code. Factors such as the number of shares ultimately issued within a three year look-back period; whether there is a deemed more than 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of the carry forwards.
NOTE 9 – CONTINGENCIES
From time to time the Company may be a party to litigation matters involving claims against the Company. The Company operates within the environmental technology business sector and within a highly regulated industry, which may lend itself to legal matters. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.