Attached files
| file | filename |
|---|---|
| EX-32.2 - Sunworks, Inc. | ex32-2.htm |
| EX-31.2 - Sunworks, Inc. | ex31-2.htm |
| EX-31.1 - Sunworks, Inc. | ex31-1.htm |
| EX-32.1 - Sunworks, Inc. | ex32-1.htm |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
x ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2011
Commission file number 000-49805
SOLAR3D, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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01-05922991
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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6500 Hollister Avenue, Suite130, Goleta, California 93117
(Address of principal executive offices) (Zip Code)
(805) 690-9000
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(g) of the Act:
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Title of Each Class
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Name of Each Exchange On
Which Registered
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COMMON STOCK
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OTC
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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. Yes o No x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
(Do not check if a smaller reporting company)
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o
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Smaller reporting company
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x
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Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $14,807,704 as of June 30, 2011 (computed by reference to the last sale price of a share of the registrant’s Common Stock on that date as reported by OTC Bulletin Board).
There were 122,062,772 shares outstanding of the registrant’s Common Stock as of March 15, 2012.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the twelve months ended December 31, 2011, originally filed with the Securities and Exchange Commission on March 28, 2012, amends Item 8 (Financial Statements and Supplementary Data) of our Annual Report on Form 10-K/A. This Form 10-K/A is filed to correct the Report of Independent Registered Public Accounting Firm. Certifications from our Chief Executive Officer and Chief Financial Officer required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are attached to this Form 10-K/A as Exhibits 31.1, 31.2, 32.1 and 32.2.
This Amendment No. 1 amends and restates in its entirety the Report of Independent Registered Public Accounting Firm in Item 8 and the Exhibit Index of the original filing. This Amendment No. 1 does not modify or update other disclosures in the original filing, and, accordingly, this Amendment No. 1 should be read in conjunction with the original filing.
PART I
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA OF SOLAR3D, INC.
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7
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
Solar3D, Inc. (A Development Stage Company)
Santa Barbara, California
We have audited the accompanying balance sheets of Solar3D, Inc. (A Development Stage Company) as of December 31, 2011 and 2010, and the related statements of operations, stockholders' equity, and cash flows for the years then ended, and for the period from inception of the development stage on January 30, 2002 through December 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Solar3D, Inc. (A Development Stage Company) 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 from inception of the development stage on January 30, 2002 through December 31, 2011, in conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company does not generate significant revenue, it has negative cash flows from operations, and its total liabilities exceed its total assets. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ HJ Associates & Consultants, LLP
HJ Associates & Consultants, LLP
Salt Lake City, Utah
March 27, 2012
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SOLAR3D, INC.
BALANCE SHEETS
DECEMBER 31, 2011 AND 2010
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December 31, 2011
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December 31, 2010
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ASSETS
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CURRENT ASSETS
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Cash and cash equivalents
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$ | - | $ | 3,311 | ||||
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Prepaid expense
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25,000 | 24,822 | ||||||
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TOTAL CURRENT ASSETS
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25,000 | 28,133 | ||||||
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PROPERTY & EQUIPMENT, at cost
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Machinery & equipment
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13,080 | 13,080 | ||||||
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Computer equipment
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57,795 | 55,717 | ||||||
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Furniture & fixture
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4,670 | 4,670 | ||||||
| 75,545 | 73,467 | |||||||
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Less accumulated depreciation
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(69,514 | ) | (67,923 | ) | ||||
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NET PROPERTY AND EQUIPMENT
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6,031 | 5,544 | ||||||
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OTHER ASSETS
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Security deposit
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2,975 | 2,975 | ||||||
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TOTAL OTHER ASSETS
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2,975 | 2,975 | ||||||
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TOTAL ASSETS
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$ | 34,006 | $ | 36,652 | ||||
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LIABILITIES AND SHAREHOLDERS' DEFICIT
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CURRENT LIABILITIES
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Bank Overdraft
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$ | 12,916 | $ | - | ||||
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Accounts payable
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17,349 | 13,444 | ||||||
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Accrued expenses
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- | 453,232 | ||||||
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Accrued interest, other
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- | 25,025 | ||||||
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Accrued interest, related parties
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- | 107,074 | ||||||
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Convertible promissory note
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- | 65,000 | ||||||
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TOTAL CURRENT LIABILITIES
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30,265 | 663,775 | ||||||
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SHAREHOLDERS' EQUITY/(DEFICIT)
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Common stock, $.001 par value;
550,000,000 authorized shares; |
118,283 | 100,689 | ||||||
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Additional paid in capital
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9,974,861 | 7,815,088 | ||||||
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Deficit accumulated during the development stage
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(10,089,403 | ) | (8,542,900 | ) | ||||
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TOTAL SHAREHOLDERS' EQUITY/(DEFICIT)
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3,741 | (627,123 | ) | |||||
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY/(DEFICIT)
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$ | 34,006 | $ | 36,652 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
3
SOLAR3D, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
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From Inception
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January 30,2002
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Year Ended
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through
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December 31, 2011
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December 31, 2010
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December 31, 2011
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REVENUE
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$ | - | $ | - | $ | 1,127,406 | ||||||
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COST OF SERVICES
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- | - | 496,177 | |||||||||
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GROSS PROFIT
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- | - | 631,229 | |||||||||
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OPERATING EXPENSES
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Selling, General and administrative expenses
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1,363,642 | 571,895 | 6,287,148 | |||||||||
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Research and development
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133,196 | 36,042 | 1,609,103 | |||||||||
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Impairment loss
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- | - | 1,753,502 | |||||||||
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Depreciation and amortization expense
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1,591 | 500 | 121,838 | |||||||||
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TOTAL OPERATING EXPENSES
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1,498,429 | 608,437 | 9,771,591 | |||||||||
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LOSS FROM OPERATIONS
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(1,498,429 | ) | (608,437 | ) | (9,140,362 | ) | ||||||
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OTHER INCOME/(EXPENSES) BEFORE PROVISION FOR INCOME TAXES
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Interest income
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66 | - | 10,321 | |||||||||
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Interest expense
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(2,123 | ) | (8,469 | ) | (271,806 | ) | ||||||
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Penalties
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(29 | ) | - | (184 | ) | |||||||
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Gain/(loss) on investment
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- | - | (73,121 | ) | ||||||||
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Loss on settlement of debt
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(45,988 | ) | - | (613,288 | ) | |||||||
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Gain/(loss) on sale of asset
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- | - | (963 | ) | ||||||||
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TOTAL OTHER INCOME/(EXPENSES)
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(48,074 | ) | (8,469 | ) | (949,041 | ) | ||||||
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NET LOSS
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$ | (1,546,503 | ) | $ | (616,906 | ) | $ | (10,089,403 | ) | |||
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BASIC AND DILUTED LOSS PER SHARE
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$ | (0.01 | ) | $ | (0.01 | ) | ||||||
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WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED
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109,533,761 | 70,364,029 | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
SOLAR3D, INC.
STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
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Accumulated
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Additional
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the
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Common stock
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Paid-in
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Development | ||||||||||||||||||
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Shares
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Amount
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Capital
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Stage
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Total
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Balance from original Issuance at January 30, 2002
($0.00425 per share) ($7,650 in cash and a patent at fair value of $5,100) |
3,000,000 | $ | 3,000 | $ | 9,750 | $ | - | $ | 12,750 | |||||||||||
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Issuance of common stock in February and March 2002
(100,000 shares at $1.25 per share in cash) |
100,000 | 100 | 124,900 | - | 125,000 | |||||||||||||||
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Issuance of common stock in April 2002
(8,000 shares at $1.25 per share in cash) |
8,000 | 8 | 9,992 | - | 10,000 | |||||||||||||||
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Issuance of common stock in April 2002
(8,000 shares as finders fees)
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8,000 | 8 | (8 | ) | - | - | ||||||||||||||
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Issuance of common stock in May 2002
(56,000 shares at $1.25 per share in cash) |
56,000 | 56 | 69,944 | - | 70,000 | |||||||||||||||
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Issuance of common stock in May 2002
(8,000 shares as finders fees) |
8,000 | 8 | (8 | ) | - | - | ||||||||||||||
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Issuance of common stock in June 2002
(20,000 shares at a price of $2.50 per share in cash) |
20,000 | 20 | 49,980 | - | 50,000 | |||||||||||||||
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Net Loss for the year ended December 31, 2002
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- | - | - | (852,600 | ) | (852,600 | ) | |||||||||||||
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Balance at December 31, 2002
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3,200,000 | 3,200 | 264,550 | (852,600 | ) | (584,850 | ) | |||||||||||||
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Issuance of common stock in January 2003
(420,916 ata price of $0.3041 per share in cash)
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420,916 | 421 | 127,579 | - | 128,000 | |||||||||||||||
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Issuance of common stock in March 2003
(32,884 at a price of $0.3041 per share in cash)
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32,884 | 33 | 9,967 | - | 10,000 | |||||||||||||||
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Net Loss for the year ended December 31, 2003
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- | - | - | (394,115 | ) | (394,115 | ) | |||||||||||||
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Balance, December 31, 2003
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3,653,800 | 3,654 | 402,096 | (1,246,715 | ) | (840,965 | ) | |||||||||||||
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Issuance of common stock in January 2004
(1,000 shares valued at $6,250 for services
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1,000 | 1 | 6,249 | - | 6,250 | |||||||||||||||
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Issuance of common stock in June 2004
(640,000 shares at $0.625 per share in conversion debt)
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640,000 | 640 | 399,360 | - | 400,000 | |||||||||||||||
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Issuance of common stock in June 2004
(400,000 shares at $0.625 per share for services)
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400,000 | 400 | 249,600 | - | 250,000 | |||||||||||||||
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Issuance of common stock in July
through December 31, 2004 for cash
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982,400 | 982 | 613,018 | - | 614,000 | |||||||||||||||
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Net Loss for the year ended December 31, 2004
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- | - | - | (573,454 | ) | (573,454 | ) | |||||||||||||
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Balance at December 31, 2004
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5,677,200 | 5,677 | 1,670,323 | (1,820,169 | ) | (144,169 | ) | |||||||||||||
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Issuance of common stock in January 2005
(548,800 shares at $0.625 per share for cash)
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548,800 | 549 | 342,451 | - | 343,000 | |||||||||||||||
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Issuance of common stock in March 2005
(12,000 shares at $0.50 per share for cash)
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12,000 | 12 | 29,988 | - | 30,000 | |||||||||||||||
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Issuance of 152,680 warrants for services
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- | - | 129,550 | - | 129,550 | |||||||||||||||
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Issuance of common stock in April 2005
(12,000 shares at $2.50 per share for cash)
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12,000 | 12 | 29,988 | - | 30,000 | |||||||||||||||
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Issuance of common stock in May 2005
(10,682 shares at fair value for services)
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10,682 | 10 | 8,058 | - | 8,068 | |||||||||||||||
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Issuance of common stock in May 2005
(58,000 shares at $2.50 per share for cash) |
58,000 | 58 | 144,942 | - | 145,000 | |||||||||||||||
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Issuance of common stock in June 2005
(42,000 shares at $2.50 per share for cash)
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42,000 | 42 | 104,958 | - | 105,000 | |||||||||||||||
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Issuance of 10,400 warrants for services
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- | - | 23,400 | - | 23,400 | |||||||||||||||
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Net Loss for the year ended December 31, 2005
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- | - | - | (1,068,190 | ) | (1,068,190 | ) | |||||||||||||
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Balance at December 31, 2005
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6,360,682 | 6,360 | 2,483,658 | (2,888,359 | ) | (398,342 | ) | |||||||||||||
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Common stock warrants exercised in March 2006
(12,600 common stock warrants exercised at $0.625)
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12,600 | 13 | 7,862 | - | 7,875 | |||||||||||||||
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Private Placement in 2nd Qtr 2006
(16,000 shares at $3.75 per share for cash)
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16,000 | 16 | 59,984 | - | 60,000 | |||||||||||||||
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Stock Compensation Cost
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- | - | 35,008 | - | 35,008 | |||||||||||||||
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Common stock warrants exercised in August 2006
(2,000 common stock warrants exercised at $0.625)
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2,000 | 2 | 1,248 | - | 1,250 | |||||||||||||||
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Issuance of common stock in December 2006
(6,286 shares issued at $1.75 for cash)
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6,286 | 6 | 10,994 | - | 11,000 | |||||||||||||||
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Investment in Sense Comm
(24,000 common stock issued at $3.00 per share at FMV)
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24,000 | 24 | 71,976 | - | 72,000 | |||||||||||||||
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Stock Compensation Cost
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- | - | 4,847 | - | 4,847 | |||||||||||||||
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Issuance of 24,800 warrants for services
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- | - | 46,861 | - | 46,861 | |||||||||||||||
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Net Loss for the year ended December 31, 2006
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- | - | - | (611,967 | ) | (611,967 | ) | |||||||||||||
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Balance at December 31, 2006
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6,421,568 | 6,421 | 2,722,438 | (3,500,326 | ) | (771,468 | ) | |||||||||||||
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Common stock warrants exercised in January 2007
(1,273 common stock warrants exercised for cash at $3.00)
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1,273 | 1 | 3,817 | - | 3,818 | |||||||||||||||
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Issuance of common stock in January 2007
(33,143 shares at $1.75 per share for cash)
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33,143 | 33 | 57,967 | - | 58,000 | |||||||||||||||
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Issuance of common stock in February 2007
(8,000 shares at $1.75 per share for cash)
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8,000 | 8 | 13,992 | - | 14,000 | |||||||||||||||
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Issuance of 24,000 warrants for services
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- | - | 49,487 | - | 49,487 | |||||||||||||||
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Issuance of common stock in April 2007
(32,000 shares at $1.75 per share for cash)
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32,000 | 32 | 55,968 | - | 56,000 | |||||||||||||||
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Issuance of common stock in April 2007
(1,530 shares at $2.50 per share for services)
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1,530 | 2 | 3,824 | - | 3,826 | |||||||||||||||
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Exercise of stock options in June 2007
(10,000 shares at $0.625 per share for cash)
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10,000 | 10 | 6,240 | - | 6,250 | |||||||||||||||
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Conversion of note to common stock in June 2007
(114,286 shares at $1.75 per share in conversion of debt)
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114,286 | 114 | 199,886 | - | 200,000 | |||||||||||||||
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Issuance of common stock in June 2007
(16,000 shares at $1.25 per share for cash)
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16,000 | 16 | 19,984 | - | 20,000 | |||||||||||||||
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Issuance of common stock in July 2007
(61,600 shares at $1.25 per share for cash)
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61,600 | 62 | 76,938 | - | 77,000 | |||||||||||||||
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Issuance of common stock in July 2007
(120,000 shares at $2.00 per share for purchase of investment)
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120,000 | 120 | 239,880 | - | 240,000 | |||||||||||||||
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Issuance of common stock in August 2007
(4,000 shares at $1.25 per share for cash)
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4,000 | 4 | 4,996 | - | 5,000 | |||||||||||||||
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Issuance of common stock in September 2007
(19,200 shares at $1.25 per share for cash)
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19,200 | 19 | 23,981 | - | 24,000 | |||||||||||||||
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Issuance of 8,333 warrants for services
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- | - | 12,345 | - | 12,345 | |||||||||||||||
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Stock compensation cost
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- | - | 17,092 | - | 17,092 | |||||||||||||||
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Issuance of common stock in October 2007
(40,000 shares at $1.25 per share for cash)
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40,000 | 40 | 49,960 | - | 50,000 | |||||||||||||||
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Issuance of common stock in November 2007
(3,425 shares at $1.50 per share for services)
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3,425 | 3 | 5,133 | - | 5,136 | |||||||||||||||
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Issuance of common stock in December 2007
(345,000 shares at $1.00 per share for license fees)
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345,000 | 345 | 344,655 | - | 345,000 | |||||||||||||||
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Issuance of common stock in December 2007
(1,515,000 shares at $1.00 per share for purchase of subsidiary)
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1,515,000 | 1,515 | 1,513,485 | - | 1,515,000 | |||||||||||||||
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Net Loss for the year ended December 31, 2007
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- | - | - | (1,025,773 | ) | (1,025,773 | ) | |||||||||||||
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Balance at December 31, 2007
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8,746,025 | 8,745 | 5,422,068 | (4,526,099 | ) | 904,714 | ||||||||||||||
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Issuance of common stock in March 2008
(2,649 shares at $1.25 per share for services)
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2,649 | 3 | 3,308 | - | 3,311 | |||||||||||||||
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Issuance of common stock in July 2008
(14,667 shares at $0.625 per share for services)
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14,667 | 15 | 9,153 | - | 9,168 | |||||||||||||||
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Issuance of common stock in September 2008
(60,000 shares at $0.175 per share for services)
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60,000 | 60 | 10,440 | - | 10,500 | |||||||||||||||
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Stock compensation cost
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- | - | 12,831 | - | 12,831 | |||||||||||||||
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Issuance of common stock in September 2008
(14,000 shares at $0.2275 per share for services)
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14,000 | 14 | 3,171 | - | 3,185 | |||||||||||||||
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Contributed capital by shareholder
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- | - | 448,712 | - | 448,712 | |||||||||||||||
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Net Loss for the year ended December 31, 2008
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- | - | - | (2,349,831 | ) | (2,349,831 | ) | |||||||||||||
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Balance at December 31, 2008
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8,837,341 | 8,837 | 5,909,683 | (6,875,930 | ) | (957,410 | ) | |||||||||||||
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Issuance of common stock in April 2009
(1,240,000 shares at $0.1625 per share issued for services) |
1,240,000 | 1,240 | 200,260 | - | 201,500 | |||||||||||||||
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Issuance of common stock in May 2009
(18,648,018 shares at $0.0053625 per share issued for cash) |
18,648,018 | 18,648 | 81,352 | - | 100,000 | |||||||||||||||
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Issuance of common stock in May 2009
(350,000 shares at $0.1275 per share issued for services) |
350,000 | 350 | 44,275 | - | 44,625 | |||||||||||||||
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Issuance of common stock in May 2009
(380,000 shares at $0.1275 per share issued for conversion of promissory note) |
380,000 | 380 | 48,070 | - | 48,450 | |||||||||||||||
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Issuance of common stock in May 2009
(6,940,000 shares at $0.1275 per share issued for conversion of promissory note) |
6,940,000 | 6,940 | 877,910 | - | 884,850 | |||||||||||||||
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Contributed capital by shareholder
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- | - | 58,827 | - | 58,827 | |||||||||||||||
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Net Loss for the year ended December 31, 2009
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- | - | - | (1,050,064 | ) | (1,050,064 | ) | |||||||||||||
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Balance at December 31, 2009
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36,395,359 | 36,395 | 7,220,377 | (7,925,994 | ) | (669,222 | ) | |||||||||||||
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Issuance of common stock in February 2010 for cash
(16,000,000 shares of common stock issued at $0.0125 per share) |
16,000,000 | 16,000 | 184,000 | - | 200,000 | |||||||||||||||
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Issuance of common stock in July 2010 for cash
(44,444,444 shares of common stock issued at $0.00225 per share) |
44,444,444 | 44,444 | 55,556 | - | 100,000 | |||||||||||||||
|
Issuance of common stock in August 2010 for cash
(1,050,000 shares of common stock issued at $0.010476 per share) |
1,050,000 | 1,050 | 9,950 | - | 11,000 | |||||||||||||||
|
Issuance of common stock in December 2010 for cash
(2,800,000 shares of common stock issued at $0.05 per share) |
2,800,000 | 2,800 | 137,200 | - | 140,000 | |||||||||||||||
|
Rounding shares
|
22 | - | - | - | - | |||||||||||||||
|
Stock compensation cost
|
- | - | 208,005 | - | 208,005 | |||||||||||||||
|
Net loss for the year ended December 31, 2010
|
- | - | - | (616,906 | ) | (616,906 | ) | |||||||||||||
|
Balance at December 31, 2010
|
100,689,829 | 100,689 | 7,815,088 | (8,542,900 | ) | (627,123 | ) | |||||||||||||
|
Issuance of common stock for cash and subscription payable
prices per share between $0.05 and $0.075 |
13,203,338 | 13,203 | 855,297 | - | 868,500 | |||||||||||||||
|
Issuance of common stock for services
price per share $0.15 |
650,000 | 650 | 96,850 | - | 97,500 | |||||||||||||||
|
Conversion of debt into common stock
|
1,839,500 | 1,840 | 136,123 | - | 137,963 | |||||||||||||||
|
Cashless exercise of warrants
|
1,781,927 | 1,782 | (1,782 | ) | - | - | ||||||||||||||
|
Issuance of common stock for a fee at fair value of $7,148
|
119,130 | 119 | 7,029 | - | 7,148 | |||||||||||||||
|
Stock compensation cost
|
- | - | 499,200 | - | 499,200 | |||||||||||||||
|
Contribution of capital from related party sale of subsidiary
|
- | - | 560,306 | - | 560,306 | |||||||||||||||
|
Common stock subscription payable
|
- | - | 6,750 | - | 6,750 | |||||||||||||||
|
Net loss for the year ended December 31, 2011
|
- | - | - | (1,546,503 | ) | (1,546,503 | ) | |||||||||||||
|
Balance at December 31, 2011
|
118,283,724 | $ | 118,283 | $ | 9,974,861 | $ | (10,089,403 | ) | $ | 3,741 | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
SOLAR3D, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
|
From Inception
|
||||||||||||
|
January 30, 2002
|
||||||||||||
|
Years Ended
|
through
|
|||||||||||
|
December 31, 2011
|
December 31, 2010
|
December 31, 2011
|
||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net loss
|
$ | (1,546,503 | ) | $ | (616,906 | ) | $ | (10,089,403 | ) | |||
|
Adjustments to reconcile net loss to net cash
used in operating activities
|
||||||||||||
|
Depreciation and amortization
|
1,591 | 500 | 121,838 | |||||||||
|
Issuance of common shares and warrants for services
|
104,648 | - | 832,361 | |||||||||
|
Issuance of common shares in conversion of debt
|
- | - | 400,000 | |||||||||
|
(Gain)/loss on investment
|
- | - | 73,121 | |||||||||
|
Stock Compensation Cost
|
499,200 | 208,005 | 776,983 | |||||||||
|
Gain on sale of asset
|
- | - | 963 | |||||||||
|
Impairment loss
|
- | - | 1,753,502 | |||||||||
|
Loss on settlement of debt
|
45,988 | - | 613,288 | |||||||||
|
Changes in Assets and Liabilities
|
||||||||||||
|
(Increase) Decrease in:
|
||||||||||||
|
Prepaid expenses
|
(178 | ) | (24,822 | ) | (25,000 | ) | ||||||
|
Deposits and other assets
|
- | - | 2,025 | |||||||||
|
Increase (Decrease) in:
|
||||||||||||
|
Accounts payable
|
3,905 | (32,138 | ) | 96,849 | ||||||||
|
Accrued expenses
|
1,950 | 57,036 | 587,281 | |||||||||
|
NET CASH USED IN OPERATING ACTIVITIES
|
(889,399 | ) | (408,325 | ) | (4,856,192 | ) | ||||||
|
NET CASH FLOWS USED IN INVESTING ACTIVITIES:
|
||||||||||||
|
Purchase of property and equipment
|
(2,078 | ) | (5,366 | ) | (81,198 | ) | ||||||
|
Sale of asset
|
- | - | 3,963 | |||||||||
|
Investment in companies
|
- | - | (6,121 | ) | ||||||||
|
NET CASH USED IN INVESTING ACTIVITIES
|
(2,078 | ) | (5,366 | ) | (83,356 | ) | ||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
|
Proceeds from bank overdraft
|
12,916 | 12,916 | ||||||||||
|
Proceeds from notes payable related parties
|
- | - | 1,174,342 | |||||||||
|
Proceeds from convertible promissory note
|
- | - | 129,000 | |||||||||
|
Repayment of notes payable related party
|
- | (44,000 | ) | (184,000 | ) | |||||||
|
Contributed capital by shareholder
|
- | - | 19,197 | |||||||||
|
Proceeds from subsidiary
|
- | - | 300,000 | |||||||||
|
Proceeds from subscription payable
|
6,750 | - | 6,750 | |||||||||
|
Proceeds from issuance of common stock
|
868,500 | 451,000 | 3,473,693 | |||||||||
|
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
888,166 | 407,000 | 4,931,898 | |||||||||
|
NET INCREASE IN CASH
|
(3,311 | ) | (6,691 | ) | (7,650 | ) | ||||||
|
CASH, BEGINNING OF PERIOD
|
3,311 | 10,002 | 7,650 | |||||||||
|
CASH, END OF PERIOD
|
$ | - | $ | 3,311 | $ | - | ||||||
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||||||
|
Interest paid
|
$ | 173 | $ | - | $ | 137,657 | ||||||
|
Income taxes
|
$ | - | $ | - | $ | - | ||||||
|
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS
|
||||||
|
During the year ended December 31, 2011, the Company sold WDTI its subsidiary, for a secured note receivable of $100,000. The sale included the net book value of the assets and liabilities of $(560,306). Also, 2,666,668 warrants to purchase shares of common stock were exercised through a cashless conversion for 1,781,927 shares of common stock.; 133,334 shares were issued for a subscription receivable; issued 1,839,500 shares of common stock for convertible debt. Also, the Company issued 650,000 shares for services at a fair value of $97,500.
|
||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
SOLAR3D, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2011 and 2010
1. ORGANIZATION AND LINE OF BUSINESS
Organization
Solar3D, Inc. (the "Company") was incorporated in the state of Delaware on January 30, 2002. The Company, based in Santa Barbara, California, began operations on January 30, 2002. We were originally formed in January 2002 as MachineTalker, Inc. in order to pursue the development of new wireless process control technology. In September 2010, we shifted our engineering and research focus to developing a new means for generating solar-produced electrical power, which we plan to patent and perfect for use in the manufacture of highly efficient solar cells. In July 2010, we changed our company name to Solar3D, Inc. in order to better reflect our new business plan.
Line of Business
The Company is currently in the stage of developing and marketing a new three-dimensional version of solar cell technology in order to maximize the conversion of sunlight into electricity. Conventional solar cells reflect a significant amount of incident sunlight losing much of the solar energy that could have been utilized to produce additional electrical power. Inspired by light management techniques used in fiber optic devices, Solar3D is designing a new type of solar cell, one that utilizes a three-dimensional design to trap sunlight inside the photovoltaic structure where it is reflected multiple times until much more of the energy is absorbed into the solar cell material. We have applied for patent protection on what we believe to be a breakthrough design for the next generation in solar cell technology with increased efficiency and resulting in a lower cost per watt of electricity produced.
Going Concern
The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate significant revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, an additional cash infusion. Management believes the existing shareholders and potential prospective new investors will provide the additional cash needed to meet the Company’s obligations as they become due, and will allow the development of its core of business.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Solar3D, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.
Development Stage Activities and Operations
The Company has been in its initial stages of development and for the year ended December 31, 2011, had insignificant revenues. A development stage activity is one in which all efforts are devoted substantially to establishing a new business and even if planned principal operations have commenced, revenues are insignificant.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment, the deferred tax valuation allowance, and the fair value of stock options. Actual results could differ from those estimates.
7
SOLAR3D, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2011 and 2010
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue Recognition
We recognize revenue upon delivery, provided that evidence of an arrangement exists, title, and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. We record revenue net of estimated product returns, which is based upon our return policy, sales agreements, management estimates of potential future product returns related to current period revenue, current economic trends, changes in customer composition and historical experience. We accrue for warranty costs, sales returns, and other allowances based on our experience, which tells us we have less than $25,000 per year in warranty returns and allowances. Generally, we extend credit to our customers and do not require collateral. We perform ongoing credit evaluations of our customers and historic credit losses have been within our expectations. We do not ship a product until we have either a purchase agreement or rental agreement signed by the customer with a payment arrangement. This is a critical policy, because we want our accounting to show only sales which are “final” with a payment arrangement. We do not make consignment sales, nor inventory sales subject to a “buy back” or return arrangement from customers. Accordingly, original equipment manufacturers do not presently have a right to return unsold products to us.
We also grant exclusive licenses for the use of the technology required to operate our products. Software license revenue is recognized over the contract period, for those contracts that either do not contain a service component or that have services which are not essential to the functionality of any other element of the contract.
Cash and Cash Equivalent
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Property and Equipment
Property and equipment are stated at cost, and are depreciated using the straight line method over its estimated useful lives:
|
Machinery & equipment
|
5 Years
|
|
Furniture & fixtures
|
5-7 Years
|
|
Computer equipment
|
5 Years
|
Depreciation expense as of December 31, 2011 and 2010 was $1,591 and $500 respectively.
Fair Value of Financial Instruments
Fair Value of Financial Instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2011 and 2010, the amounts reported for cash, prepaid expenses, accounts payable, and accrued expenses approximate the fair value because of their short maturities.
Inventory
Inventories are stated at the lower of cost (first-in, first-out basis) or market, and consists of raw materials. There was no inventory for the years ended December 31, 2011 and 2010.
Advertising
The Company expenses advertising costs as incurred. Advertising costs for the years ended December 31, 2011 and 2010 were $11,523 and $5,472, respectively.
Research and Development Costs
Research and development costs are expensed as incurred. These costs consist primarily of consulting fees, salaries and direct payroll related costs. The costs for the years ended December 31, 2011 and 2010 were $133,196 and $36,042, respectively.
8
SOLAR3D, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2011 and 2010
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock-Based Compensation
Share based payments apply to transactions in which an entity exchanges its equity instruments for goods or services, and also applies to liabilities an entity may incur for goods or services that are to follow a fair value of those equity instruments. We will be required to follow a fair value approach using an option-pricing model, such as the Black-Scholes option valuation model, at the date of a stock option grant. The deferred compensation calculated under the fair value method would then be amortized over the respective vesting period of the stock option. The adoption of share based compensation has no material impact on our results of operations.
Loss per Share Calculations
Loss per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. No shares for employee options or warrants were used in the calculation of the loss per share as they were all anti-dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2011 and 2010, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.
Income Taxes
The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, is not expected to be realized.
|
|
Reclassifications
|
|
|
Certain expenses of the year ended December 31, 2010, were reclassified to conform with the expenses in the year ended December 31, 2011.
|
|
|
Recently Issued Accounting Pronouncements
|
|
|
Management reviewed accounting pronouncements issued during the three months ended December 31, 2011, and no pronouncements were adopted during the period.
|
3. INCOME TAXES
|
|
The Company files income tax returns in the U.S. federal jurisdiction and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2009.
|
|
|
Deferred income taxes have been provided by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. To the extent allowed by GAAP, we provide valuation allowances against the deferred tax assets for amounts when the realization is uncertain.Included in the balances at December 31, 2011 and 2010, are no tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period.
|
9
SOLAR3D, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2011 and 2010
3. INCOME TAXES (Continued)
|
|
The Company's policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the periods ended December 31, 2011 and 2010, the Company did not recognize interest and penalties.
|
4. DEFERRED TAX BENEFIT
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the year ended December 31, 2011 and 2010 due to the following:
|
2011
|
2010
|
|||||||
|
Book Income
|
$ | (665,000 | ) | $ | (253,000 | ) | ||
|
Depreciation
|
- | - | ||||||
|
Other
|
1,000 | - | ||||||
|
Stock for Services
|
42,000 | 83,000 | ||||||
|
Loss on Settlement of Debt
|
18,000 | - | ||||||
|
Stock Compensation Expense
|
200,000 | - | ||||||
|
Valuation Allowance
|
404,000 | 170,000 | ||||||
|
Income tax expense
|
$ | - | $ | - | ||||
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax bases. 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. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net deferred tax liabilities consist of the following components as of December 31, 2011 and 2010:
|
2011
|
2010
|
|||||||
|
Deferred tax assets:
|
||||||||
|
NOL carryover
|
$ | 2,383,000 | $ | 1,812,000 | ||||
|
R&D
|
140,000 | 128,000 | ||||||
|
Contributions
|
1,000 | 1,000 | ||||||
|
Related party accruals
|
- | 224,000 | ||||||
|
Deferred tax liabilities:
|
||||||||
|
Depreciation
|
- | - | ||||||
|
Less valuation allowance
|
(2,524,000 | ) | (2,165,000 | ) | ||||
|
Net deferred tax asset
|
$ | - | $ | - | ||||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry-forwards may be limited as to use in future years.
10
SOLAR3D, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2011 and 2010
5. CAPITAL STOCK
During the year ended December 31, 2011, the Company issued 5,953,338 shares of common stock at a price of $0.075 per share for cash of $456,500, with warrants attached to purchase 2,333,334 shares of common stock; issued 5,616,670 shares of common stock at a price of $0.06 per share for cash of $337,000, with warrants attached to purchase 11,233,340 shares of common stock; issued 1,500,000 shares of common stock at a price of $0.05 per share for cash of $75,000; and issued 1,839,500 shares of common stock with a fair value of $137,963 that were issued in conversion of $91,975 of debt resulting in the recognition of a $45,988 loss on settlement of debt. As part of the private placement in which warrants were attached for the purchase of common stock, an investor exercised 2,666,667 warrants through a cashless exercise to purchase 1,781,927 shares of common stock. During the year ended December 31, 2011, the Company also issued 650,000 shares of common stock at $0.15 per share for services with a fair value of $97,500, and issued 119,130 shares of common stock for a fee with a fair value of $7,148. Also, 133,334 shares of common stock were issued for a $10,000 subscription receivable, and the Company received cash of $6,750 for a subscription payable at the year ended December 31, 2011.
During the year ended December 31, 2010, the Company issued 16,000,000 shares of common stock at a price of $0.0125 for $200,000 in cash; 44,444,444 shares of common stock at a price of $0.00225 per share for $100,000 in cash; 1,050,000 shares of common stock at a price of $0.010476 per share for cash of $11,000; and 2,800,000 shares of common stock at a price of $0.05 per share for cash of $140,000.
6. STOCK OPTIONS AND WARRANTS
During the year ended December 31, 2010, in consideration for services as a director of the Company, the Board of Directors issued to Mr. Nelson a nonqualified stock option to purchase up to 15,000,000 shares of the Company’s common stock. The stock options were granted on July 22, 2010 and vest 1/36th per month commencing on a monthly basis for as long as he is an employee or consultant of the Company. The stock options are exercisable for a period of seven years from the date of grant at an exercise price of $0.05 per share, as adjusted for the one for five reverse split of the Company’s common stock.
|
2011
|
||||
|
Risk free interest rate
|
2.38 | % | ||
|
Stock volatility factor
|
229 | % | ||
|
Weighted average expected option life
|
7 years
|
|||
|
Expected dividend yield
|
None
|
|||
A summary of the Company’s stock option activity and related information follows:
|
12/31/2011
|
12/31/2010
|
|||||||||||||||
|
Weighted
|
Weighted
|
|||||||||||||||
|
Number
|
average
|
Number
|
average
|
|||||||||||||
|
of
|
exercise
|
of
|
exercise
|
|||||||||||||
|
Options
|
price
|
Options
|
price
|
|||||||||||||
|
Outstanding, beginning of period
|
- | $ | - | - | $ | - | ||||||||||
|
Granted
|
15,000,000 | 0.05 | 15,000,000 | 0.05 | ||||||||||||
|
Exercised
|
- | - | - | - | ||||||||||||
|
Expired
|
- | - | - | - | ||||||||||||
|
Outstanding, end of period
|
15,000,000 | $ | 0.05 | 15,000,000 | $ | 0.05 | ||||||||||
|
Exercisable at the end of period
|
7,083,333 | $ | 0.05 | 2,083,333 | $ | 0.05 | ||||||||||
|
Weighted average fair value of
options granted during the period |
$ | - | $ | 0.05 | ||||||||||||
11
SOLAR3D, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2011 and 2010
6. STOCK OPTIONS AND WARRANTS (Continued)
The stock-based compensation expense recognized in the statement of operations during the years ended December 31, 2011 and 2010, is $499,200 and $208,005, respectively.
Warrants
A summary of the Company’s warrant activity and related information follows:
|
12/31/2011
|
12/31/2010
|
|||||||||||||||
|
Weighted
|
Weighted
|
|||||||||||||||
|
Number
|
average
|
Number
|
average
|
|||||||||||||
|
of
|
exercise
|
of
|
exercise
|
|||||||||||||
|
Warrants
|
price
|
Warrants
|
price
|
|||||||||||||
|
Outstanding, beginning of period
|
131,614 | $ | 0.11 | 173,280 | $ | 0.11 | ||||||||||
|
Granted
|
16,900,008 | - | - | - | ||||||||||||
|
Exercised
|
(2,666,668 | ) | - | - | - | |||||||||||
|
Expired
|
(11,614 | ) | 0.06 | (41,666 | ) | 0.06 | ||||||||||
|
Outstanding, end of period
|
14,353,340 | $ | 0.06 | 131,614 | $ | 0.12 | ||||||||||
|
Exercisable at the end of period
|
14,353,340 | $ | 0.06 | 131,614 | $ | 0.05 | ||||||||||
|
Weighted average fair value of
|
||||||||||||||||
|
options granted during the period
|
$ | 0.00 | $ | 0.00 | ||||||||||||
At December 31, 2011, the weighted average remaining contractual life of warrants outstanding:
|
Weighted
|
||||||||||||||
|
Average
|
||||||||||||||
|
Remaining
|
||||||||||||||
|
Exercisable
|
Warrants
|
Warrants
|
Contractual
|
|||||||||||
|
Prices
|
Outstanding
|
Exercisable
|
Life (years)
|
|||||||||||
| $ | 0.12 | 100,000 | 100,000 | - | ||||||||||
| $ | 0.12 | 20,000 | 20,000 | 0.02 | ||||||||||
| $ | 0.08 | 1,333,334 | 1,333,334 | 4.42 | ||||||||||
| $ | 0.08 | 1,000,000 | 1,000,000 | 4.47 | ||||||||||
| $ | 0.08 | 1,333,334 | 1,333,334 | 4.54 | ||||||||||
| $ | 0.06 | 1,666,666 | 1,666,666 | 4.63 | ||||||||||
| $ | 0.06 | 1,000,000 | 1,000,000 | 4.69 | ||||||||||
| $ | 0.06 | 833,334 | 833,334 | 4.72 | ||||||||||
| $ | 0.06 | 666,668 | 666,668 | 4.75 | ||||||||||
| $ | 0.06 | 400,000 | 400,000 | 4.76 | ||||||||||
| $ | 0.06 | 833,334 | 833,334 | 4.81 | ||||||||||
| $ | 0.06 | 833,334 | 833,334 | 4.82 | ||||||||||
| $ | 0.06 | 833,334 | 833,334 | 4.86 | ||||||||||
| $ | 0.06 | 833,334 | 833,334 | 4.88 | ||||||||||
| $ | 0.06 | 1,000,000 | 1,000,000 | 4.90 | ||||||||||
| $ | 0.06 | 1,000,000 | 1,000,000 | 4.94 | ||||||||||
| $ | 0.06 | 666,668 | 666,668 | 4.96 | ||||||||||
| 14,353,340 | 14,353,340 | |||||||||||||
The majority of the warrants were issued through equity financing, and has a cashless exercise option to purchase 14,233,340 shares of common stock as of December 31, 2011.
12
SOLAR3D, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2011 and 2010
7. CONVERTIBLE PROMISSORY NOTES
During the year ended December 31, 2007, the Company entered into a two (2) year convertible promissory note that matured on October 16, 2009. The principal amount of the note was $65,000, which had a stated interest rate of 12% per annum. During the period ended September 30, 2011, the principal and interest on the note were converted into 1,839,500 shares of common stock for book value of $91,975. The Company recognized a loss on settlement of debt of $45,988 based on fair market value of the shares of common stock issued for settlement of the debt on the date of the transaction.
8. RELATED PARTY
During the period ended September 30, 2011, the Company assigned certain intellectual property having no book value along with related party liabilities totaling $560,306 to its wholly owned subsidiary, Wideband Technologies, Inc. (WDTI). The related party is an officer, director and greater than 5% shareholder of the Company. Simultaneously, the Company sold 100% of its interest in WDTI to the same related party for $100,000, evidenced by a five year note receivable, bearing interest at 5% and secured by 10% perfected interest in the outstanding common stock of WDTI. Due to the related party and common control relationship of the parties to these transactions, the resultant benefit to the Company of the $560,306 reduction in related party liabilities has been reflected as a contribution to capital in the accompanying financial statements. The collection of the $100,000 note receivable is not reasonably assured and has therefore not been recognized as an asset in the accompanying financial statements. If and when the proceeds from the note receivable are received, an additional charge to contributed capital will be recognized in the amount received.
9. SUBSEQUENT EVENTS
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Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has reported the following events;
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During the month of January 2012, the Company issued 800,000 shares of common stock at a price of $0.05 for cash of $40,000, with warrants attached to purchase 1,600,000 shares of common stock at a price of $0.05 per share.
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On February 3, 2012, the Company issued 160,000 shares of common stock at a price of $0.05 per share for cash of $8,000, with warrants attached to purchase 320,000 shares of common stock at a price of $0.05 per share.
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On February 13th and 22nd , 2012, the Company issued 1,385,714 shares of common stock at a price of $0.035 for cash of $48,500, with warrants attached to purchase 2,771,428 shares of common stock at a price of $0.035 per share.
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On February 24, 2012, the Company issued 300,000 shares of common stock at a price of $0.030 per share for cash of $9,000, with warrants attached to purchase 600,000 shares of common stock at a price of $0.03 per share.
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On March 7th and 9th , 2012, the Company issued 1,133,334 shares of common stock at a price of $0.03 per share for cash of $34,000, with warrants attached to purchase 2,266,666 shares of common stock at a price of $0.03 per share.
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PART II – OTHER INFORMATION
ITEM 6. EXHIBITS.
Exhibits
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Exhibit No.
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Description
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101.INS
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XBRL Instance Document*
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101.SCH
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XBRL Taxonomy Extension Schema Document*
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document*
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document*
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document*
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document*
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31.1
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31.1
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32.1
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32.2
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* These exhibits were previously included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission on March 28, 2012.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SOLAR3D, INC. | |||
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Dated: January 10, 2013
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By:
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/s/ James B. Nelson | |
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James B. Nelson
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Director and Chief Executive Officer (Principal Executive Officer)
and Interim Chief Financial Officer (Principal Accounting Officer)
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