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EX-31.1 - EXHIBIT 31.1 - Solaris Power Cells, Inc.exhibit31-1.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q/A
(Amendment No. 1)
 
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended October 31, 2013
 
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ____ to ____ 
 
Commission file number 000-53982
 
SOLARIS POWER CELLS, INC.
(Exact name of registrant as specified in its charter)

Nevada 46-3386352
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.

3111 E. Tahquitz Canyon Way, Palm Springs, California, 92262
(Address of principal executive offices) (zip code)
 
760-600-5272
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
   
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
   
   
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]   Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]



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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
62,246,666 common shares issued and outstanding as at December 1, 2013.

ii


Table of Contents

PART I – FINANCIAL INFORMATION 1
                   Item 1. Financial Statements 1
                   Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations. 3
PART II - OTHER INFORMATION 14
                   Item 1. Legal Proceedings 14
                   Item 1A. Risk Factors 14
                   Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14
                   Item 3. Defaults Upon Senior Securities 14
                   Item 4. Mine Safety Disclosures. 14
                   Item 5. Other Information 14
                   Item 6. Exhibits 14
SIGNATURES 16

iii


Explanatory Note

This amendment to our Quarterly Report on Form 10-Q for the quarter ended October 30, 2013 is being filed solely to reflect a change in the accounting for the intangible assets acquired in exchange for 8,880,000 shares of our common stock. The value was indicated in our initial Form 10-Q as a result of an accounting error. Except for the aforementioned changes, this Form 10-Q/A does not modify or update other disclosures in the Form 10-Q, including the nature and character of such disclosure to reflect events occurring after the filing date of the Form 10-Q.

iv


1

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Our unaudited consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

It is the opinion of management that the unaudited consolidated interim financial statements for the quarter ended October 31, 2013 include all adjustments necessary in order to ensure that the unaudited consolidated interim financial statements are not misleading.



SOLARIS POWER CELLS, INC
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS (unaudited)
OCTOBER 31, 2013
JULY 31, 2013

ASSETS    
             
    OCTOBER 31, 2013     JULY 31, 2013  
    (Restated)        
             
CURRENT ASSETS            
       Cash and cash equivalents $  230,291   $  19,058  
       Inventory   10,466     -  
       Prepaid expenses   44,893     -  
               TOTAL CURRENT ASSETS   285,650     19,058  
             
PROPERTY, PLANT, AND EQUIPMENT            
       Office equipment   34,960     -  
               Less: accumulated depreciation   (3,025 )   -  
               PROPERTY, PLANT, AND EQUIPMENT, net   31,935     -  
             
INTANGIBLE ASSETS, net   -     -  
             
       TOTAL ASSETS $ 317,585   $  19,058  
             
             
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)   
             
   
OCTOBER 31, 2013
JULY 31, 2013
 
             
CURRENT LIABILITIES            
       Accounts payable $  2,588   $  17,431  
       Credit cards payable   141     -  
       Payroll payable   -     30,000  
       Loan payable - related party   -     88,235  
               TOTAL LIABILITIES   2,729     135,666  
             
STOCKHOLDERS' EQUITY (DEFICIT)            
       Common stock, $.001 par value, 2,160,000,000 authorized, 
              62,246,666 AND 51,600,000 shares issued and outstanding
  62,247    
51,600
 
       Additional paid in capital   3,271,588     -  
       Deficit accumulated during the development stage   (3,018,979 )   (168,208 )
                 TOTAL STOCKHOLDERS' EQUITY (DEFICIT)   314,856     (116,608 )
             
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 317,585   $  19,058  

See accompanying notes to financial statements

F-1



SOLARIS POWER CELLS, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED OCTOBER 31, 2013 and 2012
FOR THE PERIOD FROM JULY 27, 2007 (INCEPTION) TO OCTOBER 31, 2013

    THREE MONTHS     THREE MONTHS     PERIOD FROM JULY 27,  
    ENDED OCTOBER 31,     ENDED OCTOBER     2007(INCEPTION TO 
    2013     31, 2012     OCTOBER 31, 2013  
                   
REVENUES $  -   $  -   $  -  
                   
OPERATING EXPENSES                  
     Advertising   23,416     -     23,416  
     Bank fees   451     -     451  
     Benefits   1,053     -     1,053  
     Depreciation   3,025     -     3,025  
     Dues/subscriptions   125     -     125  
     Filing fees   4,855     -     14,834  
     Licenses and permits   605     -     605  
     Payroll expenses   73,023     -     73,023  
     Postage and delivery   2,302     -     2,302  
     Professional fees   24,151     2,000     173,780  
     Rent   1,499     -     1,499  
     Repairs and maintenance   2,896     -     2,896  
     Research and development   34,932     -     34,932  
     Supplies   8,386     -     8,386  
     Travel and entertainment   5,827     -     5,827  
     Taxes   155     -     155  
     Utilities   78     -     78  
                   
     TOTAL OPERATING EXPENSES   186,779     2,000     346,387  
                   
NET LOSS FROM OPERATIONS   (186,779 )   (2,000 )   (346,387 )
                   
OTHER INCOME   8     -     8  
                   
NET LOSS $  (186,771 ) $  (2,000 ) $  (346,379 )
                   
                   
NET LOSS PER SHARE BASIC AND DILUTED $  -   $  -        
                   
WEIGHTED AVERAGE NUMBER OF SHARES
     OUTSTANDING: BASIC AND DILUTED
  59,687,681    
51,600,000
       

See accompanying notes to financial statements

F-2



SOLARIS POWER CELLS, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (unaudited)
FOR THE THREE MONTHS ENDED OCTOBER 31, 2013 and 2012
FOR THE PERIOD FROM JULY 27, 2007 (INCEPTION) TO OCTOBER 31, 2013

    THREE MONTHS     THREE MONTHS     PERIOD FROM JULY 27,  
    ENDED OCTOBER     ENDED OCTOBER     2007(INCEPTION TO 
    31, 2013     31, 2012     OCTOBER 31, 2013  
    (Restated)              
CASH FLOWS FROM OPERATING ACTIVITIES                  
       NET INCOME $  (186,771 ) $  (2,000 ) $  (346,379 )
       Adjustments to reconcile net income to net cash 
       provided by operating activities:
 
   
   
 
       Depreciation   3,025     -     3,025  
       Changes in operating assets and liabilities:                  
             Inventory   (10,466 )   -     (10,466 )
             Prepaid expenses   (44,893 )   -     (44,893 )
             Credit cards payable   141     -     141  
             Accrued expenses   (14,843 )   -     2,588  
             NET CASH USED BY OPERATING ACTIVITIES   (253,807 )   (2,000 )   (395,984 )
CASH FLOWS FROM INVESTING ACTIVITIES                  
       Purchases of property and equipment   (34,960 )   -     (34,960 )
             NET CASH USED BY INVESTING ACTIVITIES   (34,960 )   -     (34,960 )
CASH FLOWS FROM FINANCING ACTIVITIES                  
       Proceeds from issuance of common stock   500,000     -     573,000  
       Loan received from related party   -     2,000     88,235  
             NET CASH PROVIDED BY FINANCING ACTIVITIES   500,000     2,000     661,235  
                   
NET INCREASE IN CASH AND CASH EQUIVALENTS   211,233     -     230,291  
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD   19,058     -     -  
CASH AND CASH EQUIVALENTS - END OF PERIOD $  230,291   $  -   $  230,291  
                   
SUPPLEMENTARY DISCLOSURES                  
       Interest paid $  -   $  -   $  -  
       Income taxes paid $  -   $  -   $  -  
                   
NON-CASH FINANCING TRANSACTIONS                  
       Acquisition of Intangible Assets and
non-cash dividend distribution for stock
$ 2,664,000   $ -   $ 2,664,600  
                   
Stock deposit reclassified as equity $ 30,000   $ -   $ 30,000  
                   
Forgiveness of shareholder loan recorded as contributed capital $ 88,235   $ -   $ 88,235  

See accompanying notes to financial statements

F-3



SOLARIS POWER CELLS, INC
NOTES TO FINANCIAL STATEMENTS
October 31, 2013

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Solaris Power Cells, Inc. ("Company") was formed as a Nevada corporation, “Rolling Technologies, Inc.,” on July 27, 2007. On August 12, 2013, we changed our name to Solaris Power Cells, Inc. The Company is developing a renewable energy storage device, known as a “passive electron storage array”, to market to residential and commercial industrial users.

Development Stage Company

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

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a July 31 fiscal year end.

Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash. The Company maintains checking accounts with various financial institutions. The Company periodically throughout the year has maintained balances in the accounts in excess of federally insured limits.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, prepaid expenses, accrued expenses and loans payable to a related party. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the asset are capitalized. Depreciation of property and equipment is provided for using the modified accelerated cost recovery system for both financial and income tax reporting purposes.

continued

F-4



SOLARIS POWER CELLS, INC
NOTES TO FINANCIAL STATEMENTS
October 31, 2013

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes

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

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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.

Revenue Recognition

The Company recognizes revenue on the accrual basis of accounting.

Basic Income (Loss) per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of October 31, 2013

Stock Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. As of October 31, 2013, the Company has not issued any stock-based payments to its employees.

Recent Accounting Pronouncements

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

F-5



SOLARIS POWER CELLS, INC
NOTES TO FINANCIAL STATEMENTS
October 31, 2013

NOTE B - PROPERTY AND EQUIPMENT

At October 31, 2013 and July 31, 2013 property and equipment consisted of the following with depreciable lives of 5 years:

    October 31, 2013     July 31, 2013  
Office Equipment $  34,960   $  -  
             
    34,960     -  
Less accumulated depreciation   3,025     -  
  $  31,935   $  -  

Depreciation expense for the three months ending October 31, 2013 and 2012 were $3,025 and $0 respectively.

NOTE C - PREPAID EXPENSES

At October 31, 2013 and July 31, 2013, prepaid expenses consisting of prepaid legal fees, payroll and inventory totaled $44,893 and $0 respectively.

NOTE D - INTANGIBLE ASSETS

Intangible assets as of October 31, 2013 consisted of intellectual property that was acquired in exchange for 8,880,000 shares of stock valued at $.30/share. The assets were acquired from controlling shareholders and therefore the assets are transferred at their historical carrying value, which was $0 at the time of acquisition. The difference in the value of the assets and the stock of $2,664,000 has been recorded as a one-time, non-cash dividend distribution.

NOTE E - LOAN PAYABLE - RELATED PARTY

At October 31, 2013 and July 31, 2013, The Company had unsecured, non-interest bearing loans to related parties totaling $0 and $88,235 respectively. The loan was forgiven during the 3 months ended October 31, 2013 and recorded as contributed capital.

NOTE F - STOCKHOLDERS' EQUITY (DEFICIT)

The Company has 2,160,000,000 shares of $0.001 par value common stock authorized. During the three months ended October 31, 2013, 10,646,666 shares were issued. As of October 31, 2013, The Company had 62,246,666 shares of common stock issued and outstanding.

NOTE G - WARRANTS

The Company issued 1,666,666 warrants on August 23, 2013 and an additional 100,000 warrants on September 4, 2013. The aggregate fair value of the warrants totaled $244,029 based on the Black Sholes Merton pricing model using the following estimates: .68% risk free rate, 175% volatility and expected life of the warrants of 3 years.

A summary of the status of the Company's outstanding stock warrants as of October 31, 2013 and changes during the period is presented below:

          Weighted  
    Warrant     Average Exercise Price  
Outstanding, July 31, 2013   -   $  -  
Issued   1,766,666   $  0.40  
Exercised   -        
Forfeited   -        
Expired   -        
Outstanding, October 31, 2013   1,766,666   $  0.40  
             
Exercisable, October 31, 2013   1,766,666   $  0.40  

F-6



SOLARIS POWER CELLS, INC
NOTES TO FINANCIAL STATEMENTS
October 31, 2013

NOTE G - WARRANTS (continued)

    Outstanding     Exercisable  
    Number     Weighted     Weighted     Number     Weighted  
Range of   Outstanding at     Average     Average Exercise     Exercisable at     Average Exercise  
Exercise Prices   10/31/2013     Remaining     Price     10/31/2013     Price  
$ 0.40   1,766,666     3 years   $  0.40     1,766,666   $  0.40  

NOTE H - INCOME TAXES

As of October 31, 2013, the Company had net operating loss carry forwards of approximately $346,000 that may be available to reduce future years’ taxable income through 2033. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision for Federal income tax consists of the following for the three months ended October 31, 2013 and 2012:

Federal income tax benefit attributable to:   2013     2012  
       Current $ 63,502   $  680  
       Less:   (63,502 )   (680 )
Net provision for $  -   $  -  

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of October 31, 2013 and July 31, 2013:

    OCTOBER 31,     JULY 31,  
Deferred tax asset attributable to:   2013     2012  
       Net operating loss carryover   117,768     54,266  
       Less: valuation allowance   (117,768 )   (54,266 )
Net deferred tax $  -   $  -  

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $119,685 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.

NOTE I - LIQUIDITY AND GOING CONCERN

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

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

F-7



SOLARIS POWER CELLS, INC
NOTES TO FINANCIAL STATEMENTS
October 31, 2013

NOTE J – RESTATEMENT

The Company has restated its balance sheet and statement of cash flows as of and for the three months ended October 31, 2013 to correct errors in its accounting. The Company issued shares with a value of $1,420,800 to controlling shareholders for the acquisition of intellectual property, however, the valuation of the shares was incorrect and the value of the intellectual property was incorrectly recorded as well due to the accounting rules on assets acquired from related parties or entities under common control. The value of the shares has been corrected to $2,664,000 based on their fair market value and the value of the intellectual property has been recorded at is historical carrying value of $0 based on the accounting rules.

The balances as of and for the three months ended October 31, 2013, in the balance sheet and statement of stockholders’ equity have been restated to correct the accounting errors detailed above.

The following are the previous and corrected balances as of and for the three months ended October 31, 2013:

October 31, 2013               Previously  
Financial Statement   Line Item     Corrected     Stated  
Balance Sheet   Intangible assets, net   $  0   $  1,420,800  
Balance Sheet   Total assets   $  317,585   $  1,738,385  
Balance Sheet   Additional paid in capital     3,271,588     2,028,388  
Balance Sheet   Deficit accumulated during the
development stage
  $  (3,018,979 ) $  (354,979 )
Balance Sheet   Total stockholders’ equity   $  314,856   $  1,735,656  
    Non-cash investing and
financing activities –
             
Statement of Cash Flows   Acquisition of intangible
assets for stock
    N/A   $  1,420,800  
    Non-cash investing and
financing activities -
             
Statement of Cash Flows   Acquisition of Intangible
Assets and non-cash dividend
distribution for stock
  $  2,664,000     N/A  

NOTE K - SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to October 31, 2012 to the date these financial statements were issued, and has determined that it does have material subsequent events to disclose in these financial statements listed below.

On November 27, 2013 the Company’s directors adopted an equity incentive plan (the “Plan”), the purpose of which is to attract and retain the types of employees, consultants and directors who will contribute to the Company’s long range success, to provide incentives that align the interests of employees, consultants and directors with those of the Company’s shareholders and to promote the success of the Company. The Plan will be administered initially by the Company’s board of directors, who will be authorized to grant shares or options to acquire up to a total of 10,000,000 shares of the Company’s common stock.

On December 2, 2013, the Company entered into an agreement with Green Arrow Consulting, LLC, whereby Green Arrow Consulting LLC has agreed to provide certain public relations and corporate communications services to the Company in consideration for the issuance of 250,000 shares of restricted common stock of the Company for six months of services.

F-8


3

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for future operations. In some cases, you can identify forward-looking statements by the use of terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. Examples of forward-looking statements made in this quarterly report on Form 10-Q include statements about:

  • our marketing plan;

  • our plans to hire industry experts and expand our management team;

  • our beliefs regarding the future of our competitors;

  • our anticipated development schedule;

  • the anticipated benefits of our product;

  • our expectation that the demand for our products will eventually increase; and

  • our expectation that we will be able to raise capital when we need it.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including:

  • general economic and business conditions;

  • we may have product liability claims;

  • we may not be successful in commercialization of our products;

  • regulatory changes may hurt the market for our products;

  • we may not be able to protect our intellectual property rights;

  • our auditors have issued a going concern opinion regarding our company;

  • competition for, among other things, capital, products and skilled personnel; and

  • other factors discussed under the section entitled “Risk Factors”,

any of which may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.


4

As used in this report, the terms “we”, “us” and “our” mean Solaris Power Cells, Inc., a Nevada corporation. In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

Corporate Overview

We were formed as a Nevada corporation, “Rolling Technologies, Inc.,” on July 27, 2007. On August 12, 2013, we changed our name to Solaris Power Cells, Inc. Effective August 12, 2013, we effected a 24 for 1 forward stock split of our authorized, and issued and outstanding shares of common stock. Our authorized common stock increased from 90,000,000 shares of common stock to 2,160,000,000 shares of common stock, and our issued and outstanding capital increased from 2,150,000 shares of common stock to 51,600,000 shares of common stock. As of October 31, 2013, we had 62,246,666 common shares issued and outstanding. All references to shares of our common stock are on a post-split basis.

We are a development stage company and have not generated any sales to date. We are in the business of developing our energy storage device. We do not have any contracts in place relating to the manufacturing, development, or sales of our future products.

We are developing a renewable energy storage device, known as a “passive electron storage array”, to market to residential and commercial industrial users. We currently have developed a prototype of our Solaris Power Cell, which is a 100% lead-free, solid state digital storage device. Our device provides a PCBA (Printed Circuit Board Assembly) that creates an intelligent power cell creating digital energy storage solution capable of providing energy storage to applications normally reliant and equipped with highly toxic lead acid, nickel metal hydride batteries. Our products can use any renewable or non-renewable energy source including sun, wind, water, motion or thermal to provide the energy to be stored.

Our system stores DC energy at a rate limited only by the network feeding it, as it has efficiencies reaching 98%. Our product design allows for mass production and we anticipate it will compete head on with lead acid batteries.

Off-grid lithium-ion and other battery types currently used in energy storage is limited in the flow of energy that can be accepted and stored at any given time and suffer from deficiencies such as short-life-cycles and are a hazardous waste product. In a typical battery, only a percentage of the energy sent to the battery is accepted; the balance is wasted. Our product is anticipated to accept close to 100% of its storage capacity very quickly because our charging process is only limited by the network, and not our technology.

In other words, a normal battery can take hours to recharge, whereas our product can recharge in significantly less time compared to similar voltage storage capacity. A typical battery has a lifespan of 400-500 charge/discharge cycles, whereas our product can have 1,000,000 charge/discharge cycles.

Solar panel manufacturers and other energy providers are working to maximize the amount of electrical power they can generate, but they are losing that power to poor battery performance. We hope we can provide a better solution to those manufactures for use by the end users, and into new markets.

We incorporate and implement a digital balancing design to insure the proper voltage is maintained on each power cell, thus making each cell smart. The energy is available to the regulator circuits that will regulate the output current and voltage. The capacity of the storage transfer rate is not limited in voltage or current and is controlled by our intelligent power controller and can be configured per application. The output of regulator section can be greater or less than the input voltage provided by the power cell. The output from the power cell system is regulated AC or DC power provided to the connected electrical systems.


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Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the fiscal quarter ended October 31, 2013, which are included herein.

    Unaudited three months  
    ended October 31,  
    2013     2012  
Revenue $  -   $  -  
Operating Expenses   186,779     2,000  
Other Income   8        
Net Loss $ 186,771   $  2,000  

Revenues

We have limited operational history. From our inception on July 27, 2008 to October 31, 2013 we did not generate any revenues. We do not anticipate earning revenues until we procure additional financing to manufacture and market our products. There is no assurance that we will earn any revenues or in amounts that will enable us to continue as a going concern.

Expenses

Our operating expenses for the fiscal quarter ended October 31, 2013 and 2012 are outlined below:

    Unaudited three months  
    ended October 31,  
    2013     2012  
Advertising   23,417        
Payroll Expenses   73,023        
Professional Fees   24,151     2,000  
Research and Development   34,932        
General Administrative Expenses   31,256     -  
Total Operating Expenses $ 186,779   $  2,000  

Our expenses increased as a result of our acquisition of the IP relating to our renewable energy storage device. Prior to that acquisition, we had limited operations.

Liquidity and Capital Resources

Working Capital as at October 31, 2013

    As at     As at  
    October 31, 2013     July 31, 2013  
Current Assets $ 285,650   $  19,058  
Current Liabilities $  2,729   $  135,666  
Working Capital (Deficiency) $ 282,921   $  (116,608 )

Our working capital deficit increased from a deficit of $116,608 as at July 31, 2013 to working capital of $282,921 primarily as a result of a private placement of $500,000 and those funds being used to pay debt and for ongoing operations.

We have incurred operating losses since inception, and this is likely to continue in the foreseeable future.

On August 23, 2013, we issued an aggregate of 1,666,666 units of our company to one investor at a price of $0.30 per unit for gross proceeds of $500,000. Each unit is comprised of one share of our common stock and one share purchase warrant, which will entitle the person to purchase an additional share at a price of $0.40 for a period of three years.


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On September 4, 2013, we sold an aggregate of 100,000 units of our company at a price of $0.30 per unit for gross proceeds of $30,000. Each unit is comprised of one share of our common stock and one share purchase warrant, which will entitle the person to purchase an additional share at an exercise price of $0.40 for a period of three years.

We require funds to enable us to address our minimum current and ongoing expenses.

Cash Flows

    Year ended     Year ended  
    October 31, 2013     October 31, 2012  
Cash provided by (used in)Operating Activities $  (253,807 ) $  (2,000 )
Cash provided by (used in) Investing Activities $  (34,960 ) $  -  
Cash provided by (used in) Financing Activities $  500,000   $  2,000  
Net Increase (Decrease) in Cash $ 211,233   $  -  

During the three months ended October 31, 2013, we used net cash in operating activities in the amount of $253,807. The cash used in the three months ended October 31, 2013 was primarily due to expenses associated with capital equipment, research and development, advertising, marketing, accounting, legal and wages.

Our cash provided by financing activities for the three months ended October 31, 2013 increased to $500,000. This increase was due to financing activities consisting of the issuance during the three month period ended October 31, 2013 of an aggregate of 1,666,666 units of our company on August 23, 2013, to one investor at a price of $0.30 per unit for gross proceeds of $500,000. Each unit is comprised of one share of our common stock and one share purchase warrant, which will entitle the person to purchase an additional share at a price of $0.40 for a period of three years. On September 4, 2013, we sold an aggregate of 100,000 units of our company at a price of $0.30 per unit for gross proceeds of $30,000. Each unit is comprised of one share of our common stock and one share purchase warrant, which will entitle the person to purchase an additional share at an exercise price of $0.40 for a period of three years.

Cash of $34,960 was used in investing activities during the three months ended October 31, 2013 to purchase property and equipment and nil during the three months ended October 31, 2012.

Cash Requirements

Our primary objective for the next twelve months is to continue research and development with the goal of commercializing our first solar powered limited use vehicles such as golf carts to a market ready status.

Specifically, we estimate our operating expenses, excluding non-cash charges for stock based compensation and amortization, for the next 12 months to be as follows:

Expense   Amount
Bank charges and interest $  1,200
Filing fees   13,600
Investor relations   30,000
Legal and accounting fees   127,000
Licenses and permits   1,200
Marketing expense   30,000
Insurance expense   7,440
Personnel and consulting expense   444,400
Transfer agent fees   1,200
Other general & administrative expense   224,294
Total: $  880,334


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There can be no assurance that we will generate revenues significant enough to offset these expenses to some or any degree and that we will not have significant needs for other financing to support the activities of our company.

Going Concern

We anticipate that our cash on hand will not be sufficient to satisfy all of our cash requirements for the next twelve month period. We currently do not have committed sources of additional financing and may not be able to obtain additional financing, particularly, if the volatile conditions in the stock and financial markets persist. If we require any additional financing, we plan to raise any such additional capital primarily through equity financing and loans from our directors, provided that such funding continues to be available to our company. We plan to continue to seek additional funds from our directors to fund our day-to-day operations until equity financing can be pursued. We have no guarantee that our directors will continue to fund our day-today operations. The issuance of additional equity securities by our company may result in a significant dilution in the equity interests of our current stockholders. There is no assurance that we will be able to obtain further funds required for our continued operations or that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain additional financing as required on a timely basis, we will not be able to meet certain obligations as they become due and we will be forced to scale down or perhaps even cease our operations.

Future Financings

We will require additional financing to fund our planned operations, including further development, regulatory requirements, and commercializing our existing assets. We currently do not have committed sources of additional financing and may not be able to obtain additional financing, particularly, if the volatile conditions in the stock and financial markets, and more particularly the market for early development stage company stocks persist.

There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to delay or scale down some or all of our development activities or perhaps even cease the operation of our business.

Since inception, we have funded our operations primarily through equity and debt financings and we expect that we will continue to fund our operations through the equity and debt financing. If we raise additional financing by issuing equity securities, our existing stockholders’ ownership will be diluted. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his, her, or its investment in our common stock. Further, we may continue to be unprofitable.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Risks Associated with our Business

We will encounter manufacturing risks and may face product liability claims.

Our manufacture and sale of battery systems may expose us to significant risk of product liability claims. We may obtain product liability insurance, but such coverage may be inadequate to protect us from any liabilities we may incur, or we may not be able to maintain adequate product liability insurance at acceptable rates. If a product liability claim or series of claims were brought against us for uninsured liabilities or for amounts in excess of insurance coverage, and it is ultimately determined that we are liable, we may be liable to pay the claim, which could exceed the resources available to us. In addition, we could experience some material design or manufacturing failure, a quality system failure, other safety issues or heightened regulatory scrutiny that may warrant a recall of our products. A recall of any of our products could also result in increased product liability claims and damage to our reputation.


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Since we lack a meaningful operating history, it is difficult for potential investors to evaluate our business.

Our limited operating history makes it difficult for potential investors to evaluate our business or prospective operations. We are subject to all the risks inherent in the initial organization, financing, expenditures, complications and delays inherent in a new business. Investors should evaluate an investment in us in light of the uncertainties encountered by new companies in an intensely competitive industry. Our business is dependent upon the implementation of our business plan, as well as our ability to enter into agreements with third parties for, among other things, the manufacturing of our products on commercially favorable terms. There can be no assurance that our efforts will be successful or that we will be able to attain profitability.

We may not be able to achieve commercialization of any products on the timetable we anticipate, or at all.

We cannot guarantee that we will be able to continue to develop commercially viable battery systems on the timetable we anticipate, or at all. The continued commercialization of our battery system requires substantial technological advances to improve the efficiency, functionality, durability, reliability, cost and performance of these products and to develop commercial volume manufacturing processes for our future products. Developing our technology may require substantial capital, and we cannot assure you that we will be able to generate or secure sufficient funding on acceptable terms to pursue commercialization plans on a larger scale. In addition, before any product can be released to market, it must be subjected to numerous field tests. These field tests may encounter problems and delays for a number of reasons, many of which are beyond our control. If these field tests reveal technical defects or reveal that our potential products do not meet performance goals, including useful life, reliability, and durability, our commercialization schedule could be delayed, and potential purchasers may decline to purchase future systems and products.

The commercialization of our battery systems also may depend on our ability to significantly reduce the costs of future systems and products. We cannot assure you that we will be able to sufficiently reduce the cost of these products versus existing technologies without reducing performance, reliability and durability, which would adversely affect consumers' willingness to buy future products.

We cannot assure you that we will be able to successfully execute our business plan.

The execution of our business plan poses many challenges and is based on a number of assumptions. We cannot assure you that we will be able to execute our business plan. Narrowing the scope of our development activities may not accelerate product commercialization. If we experience significant cost overruns on any of our product development programs, or if our business plan is more costly than anticipated, certain research and development activities may be delayed or eliminated, resulting in changes or delays to our commercialization plans.

Potential fluctuations in our financial and business results makes forecasting difficult and may restrict our access to funding for our commercialization plan.

We expect our operating results to vary significantly from quarter to quarter and even year to year. As a result, quarter to quarter or year to year comparisons of these operating results are not expected to be meaningful. Due to our business' stage of development, it is difficult to predict potential future revenues, if any, or results of operations accurately. It is likely that in one or more future quarters our operating results will fall below the expectations of investors or securities analysts, if any, who follow our Company. In addition, investors or security analysts may misunderstand our business decisions or have expectations that are inconsistent with our business plan. This may result in our business activities not meeting their expectations. Not meeting investor or security analyst expectations may materially and adversely impact the trading price of our common shares, and increase the cost and restrict our ability to secure required funding to pursue our commercialization plans.


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A mass market for our products may never develop or may take longer to develop than we anticipate.

We do not know whether end-users will want to use our products. The development of a mass market for our battery system may be affected by many factors, some of which are beyond our control, including the emergence of newer, more competitive technologies and products, the future cost of raw materials used by our systems, regulatory requirements, consumer perceptions of the safety of any developed products and consumer reluctance to buy a new product.

If a mass market fails to develop or develops more slowly than anticipated, we may be unable to recover the losses it will have incurred in the development of our current and potential future products and may never achieve profitability. In addition, we cannot guarantee that we will be able to develop, manufacture or market any products if sales levels do not support the continuation of those products.

Regulatory changes could hurt the market for our products.

Changes in existing government regulations and the emergence of new regulations with respect to our products may hurt the market for our future products. Environmental laws and regulations in the U.S. and other countries have driven interest in alternate energy systems. We cannot guarantee that these laws and policies will not change. Changes in these laws and other laws and policies or the failure of these laws and policies to become more widespread could result in consumers abandoning their interest in our products in favor of alternative technologies. In addition, as alternative energy products are introduced into the market, the governments in countries we intend to market our products may impose burdensome requirements and restrictions on the use of these technologies that could reduce or eliminate demand for some or all of our potential products.

If we fail to protect our intellectual property rights, competitors may be able to use our technology, which could weaken our competitive position, eliminate the potential for future revenue and increase costs.

We believe that our long-term success will depend to a large degree on our ability to protect the proprietary technology that we have developed or any other technology that we may develop or acquire in the future. Although we intend to aggressively pursue anyone we reasonably believe is infringing upon our intellectual property rights, initiating and maintaining suits against third parties that may infringe upon those intellectual property rights will require substantial financial resources. In addition, significant financial resources could be required to defend against any suits brought against us claiming our infringement of others' intellectual property rights. We may not have the financial resources to bring or defend such suits, and if such suits emerge, we may not prevail. Regardless of our success in any such actions, we could incur significant expenses in connection with such suits.

Failure to protect any intellectual property rights could seriously harm our business and prospects because we believe that developing new systems and products that are unique to us is critical to our success. We will rely on patent, trade secret, trademark and copyright law to protect our intellectual property. However, some of the intellectual property may not be covered by any patent or patent application, and certain patents will eventually expire. We cannot assure that any present or future issued patents will protect the technology. Moreover, our patent position is subject to complex factual and legal issues that may give rise to uncertainty as to the validity, scope and enforceability of a particular patent. Accordingly, there is no assurance that:

  • any of the patents or patent applications developed, acquired or licensed by us will not be invalidated, circumvented, challenged, rendered unenforceable;

  • licensed to others; or

  • any potential future patent applications will be issued with the breadth of claim coverage sought by us, if issued at all.


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In addition, effective patent, trademark, copyright and trade secret protection may be unavailable, limited or not applied for in certain countries.

We may also seek to protect any proprietary intellectual property, including intellectual property that may not be patented or patentable, in part by confidentiality agreements and, if applicable, inventors' rights agreements with strategic partners and employees. We can provide no assurance that these agreements will not be breached, that we will have adequate remedies for any breach or that such persons or institutions will not assert rights to intellectual property arising out of these relationships.

Future intellectual property may be acquired without typical representations and warranties. If necessary or desirable, we may seek further licenses under the patents or other intellectual property rights of others. However, we can give no assurances that we will obtain such licenses or that the terms of any offered licenses will be acceptable to us. The failure to obtain a license from a third party for intellectual property we use could cause us to incur substantial liabilities and to suspend the development, manufacture or shipment of products or our use of processes requiring the use of such intellectual property.

We may be involved in intellectual property litigation that causes us to incur significant expenses or prevents us from selling any developed products.

We may become subject to lawsuits in which it is alleged that we have infringed the intellectual property rights of others or commence lawsuits against others who we believe are infringing upon our rights. Involvement in intellectual property litigation could result in significant expense, adversely affecting the development of the challenged product or intellectual property and diverting the efforts of our technical and management personnel, whether or not such litigation is resolved in its favor. In the event of an adverse outcome as a defendant in any such litigation, we may, among other things, be required to:

  • pay substantial damages;

  • cease the development, manufacture, use, sale or importation of any developed products that infringe upon other patented intellectual property;

  • expend significant resources to develop or acquire non-infringing intellectual property;

  • discontinue processes incorporating infringing technology; or

  • obtain licenses to the infringing intellectual property.

We can provide no assurance that we would be successful in such development or acquisition, or that such licenses would be available upon reasonable terms. Any such development, acquisition or license could require the expenditure of substantial time and other resources and could have a material adverse effect on our business and financial results.

We will face significant competition.

As alternative energy technologies have the potential to replace existing power products, competition for those products will come from current power technologies, from improvements to current power technologies, and from new alternative power technologies, including other types of alternative energy technologies. Each of our target markets is currently serviced by existing manufacturers with existing customers and suppliers. These manufacturers use proven and widely accepted technologies.

Additionally, there are competitors working on developing other technologies related to our system, such as advanced lithium-ion batteries and battery/fuel cell hybrids in each of our targeted markets. Some of these technologies are as capable of fulfilling existing and proposed regulatory requirements as our technology.


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There are many different individuals, institutions and companies across the United States, Canada, Europe and Japan, including corporations, national laboratories and universities that are actively engaged in the development and manufacture of alternative energy technologies. Each of these competitors has the potential to capture market share in any of our future target markets.

Many of these competitors have substantial financial resources, customer bases, strategic alliances, manufacturing, marketing and sales capabilities, and businesses or other resources which give them significant competitive advantages over our company.

The loss of the services of certain key employees, or the failure to attract additional key individuals, would materially adversely affect our business.

Our success will depend on the continued services of certain technology development and marketing personnel. In addition, our success depends in large part on our ability in the future to attract and retain key management, engineering, scientific, manufacturing and operating personnel. Recruiting personnel for the alternative energy industries is highly competitive. We cannot guarantee that we will be able to attract and retain qualified executive, managerial and technical personnel needed for the development of potential products business. Our failure to attract or retain qualified personnel could have a material adverse effect on our business. Liquidity issues, discussed earlier, could severely impact our ability to attract qualified key personnel or retain existing personnel.

New legislation, including the Sarbanes-Oxley Act of 2002, may make it more difficult for us to retain or attract officers and directors.

The Sarbanes-Oxley Act of 2002 was enacted in response to public concerns regarding corporate accountability in connection with recent accounting scandals. The stated goals of the Sarbanes-Oxley Act of 2002 are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the SEC, under the Securities Exchange Act of 1934. Upon becoming a public company, we will be required to comply with the Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may deter qualified individuals from accepting these roles. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. We continue to evaluate and monitor developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Risks Associated with our Financial Condition

Because our auditor has issued a going concern opinion regarding our company, there is an increased risk associated with an investment in our company.

We have earned limited revenue since our inception, which makes it difficult to evaluate whether we will operate profitably. Operating expenses for the period from July 27, 2007 (date of inception) to October 31, 2013 totaled $346,387. We have incurred cumulative net losses of $346,387 since July 27, 2007. We have not attained profitable operations. As of October 31, 2013 we had cash in the amount of $230,291. Our future is dependent upon our ability to obtain financing or upon future profitable operations. We reserve the right to seek additional funds through private placements of our common stock and/or through debt financing. Our ability to raise additional financing is unknown. We do not have any formal commitments or arrangements for the advancement or loan of funds. For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern. As a result, there is an increased risk that you could lose the entire amount of your investment in our company.


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Risks Related to Our Securities

If a market for our common stock does not develop, shareholders may be unable to sell their shares.

A market for our common stock may never develop. We are listed for trading on the OTC Bulletin Board but have limited trading. A public market may not materialize. If a public market for our common stock does not develop, investors may not be able to sell the shares of our common stock that they have purchased and may lose all of their investment.

If we issue shares of preferred stock with superior rights than the common stock, it could result in the decrease the value of our common stock and delay or prevent a change in control of us.

Our board of directors is authorized to issue up to 10,000,000 shares of preferred stock. Our board of directors has the power to establish the dividend rates, liquidation preferences, voting rights, redemption and conversion terms and privileges with respect to any series of preferred stock. The issuance of any shares of preferred stock having rights superior to those of the common stock may result in a decrease in the value or market price of the common stock. Holders of preferred stock may have the right to receive dividends, certain preferences in liquidation and conversion rights. The issuance of preferred stock could, under certain circumstances, have the effect of delaying, deferring or preventing a change in control of us without further vote or action by the stockholders and may adversely affect the voting and other rights of the holders of common stock.

If a public market for our common stock develops, short selling could increase the volatility of our stock price.

Short selling occurs when a person sells shares of stock which the person does not yet own and promises to buy stock in the future to cover the sale. The general objective of the person selling the shares short is to make a profit by buying the shares later, at a lower price, to cover the sale. Significant amounts of short selling, or the perception that a significant amount of short sales could occur, could depress the market price of our common stock. In contrast, purchases to cover a short position may have the effect of preventing or retarding a decline in the market price of our common stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our common stock. As a result, the price of our common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on over-the-counter bulletin board or any other available markets or exchanges. Such short selling, if it were to occur, could impact the value of our stock in an extreme and volatile manner to the detriment of our shareholders.

Because we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase our common stock.

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. Accordingly, investors must rely on sales of their own common stock after price appreciation, which may never occur, as the only way to realize their investment. Investors seeking cash dividends should not purchase our common stock.

Because we will be subject to the “Penny Stock” rules, the level of trading activity in our stock may be limited.

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges or quoted on NASDAQ). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.


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We will be required to remain current in our filings with the SEC and our securities will not be eligible for quotation on the over-the-counter bulletin board if we are not current in our filings with the SEC.

In the event that our shares are quoted on the over-the-counter bulletin board, we will be required order to remain current in our filings with the SEC in order for shares of our common stock to be eligible for quotation on the over-the-counter bulletin board. In the event that we become delinquent in our required filings with the SEC, quotation of our common stock will be terminated following a 30 day grace period if we do not make our required filing during that time. If our shares are not eligible for quotation on the over-the-counter bulletin board, investors in our common stock may find it difficult to sell their shares.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and principal financial officer evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, management concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, these disclosure controls and procedures were ineffective. The ineffectiveness of our disclosure controls and procedures was due to material weaknesses identified in our internal control over financial reporting, as described in our annual report on Form 10-K for the year ended July 31, 2013.

Because of the inherent limitations in all control systems, our management believes that no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended October 31, 2013, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.


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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material pending legal proceedings to which our company is a party or of which any of our properties is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities.

We know of no material proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder is a party adverse to our company or has a material interest adverse to our company.

ITEM 1A. RISK FACTORS

Smaller reporting companies are not required to provide the information required by this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Since the beginning of the fiscal interim period ended October 31, 2013, we have not sold any equity securities that were not registered under the Securities Act of 1933 that were not previously reported in an annual report on Form 10-K, a quarterly report on Form 10-Q or a current report on Form 8-K.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibit Number Description of Exhibit
(3) Articles of Incorporation and Bylaws
3.1 Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on September 18, 2007)
3.2 Certificate of Change dated effective August 12, 2013 (incorporated by reference from our Current Report on Form 8-K filed on August 16, 2013)
3.3 Bylaws (incorporated by reference from our Registration Statement on Form SB-2 filed on September 18, 2007)


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Exhibit Number Description of Exhibit
(10) Material Contracts
10.1 Affiliate Stock Purchase Agreement dated June 11, 2013 among Tee Kai Shen, Tam Siew Suan, and Ian  Lev (incorporated by reference from our Current Report on Form 8-K filed on June 11, 2013)
10.2 Affiliate Stock Purchase Agreement dated August 22, 2013 among Ian Lev, Vincent A. Palmieri, Raymond A. Madick, Roy A. Givens, and Leonard M. Caprino (incorporated by reference from our Current Report on Form 8-K filed on August 29, 2013)
10.3 Employment Agreement with Vincent A. Palmieri (incorporated by reference from our Current Report on Form 8-K filed on August 29, 2013)
10.4 Employment Agreement with Raymond Madick (incorporated by reference from our Current Report on Form 8-K filed on August 29, 2013)
10.5 Employment Agreement with Roy Givens (incorporated by reference from our Current Report on Form 8-K filed on August 29, 2013)
10.6 Employment Agreement with Leonard Caprino (incorporated by reference from our Current Report on Form 8-K filed on August 29, 2013)
10.7 IP Transfer Agreement dated August 23, 2013 with Vincent A. Palmieri, Raymond A. Madick, Roy A. Givens, and Leonard M. Caprino (incorporated by reference from our Current Report on Form 8-K filed on August 29, 2013)
10.8 Lease Agreement dated September 13, 2013 (incorporated by reference from our Current Report on Form 8-k filed on September 30, 2013)
10.9 2013 Equity Incentive Plan (incorporated by reference from our Current Report on Form 8-k filed on November 29, 2013)
10.10 Consulting Agreement with Green Arrow Consulting, LLC dated December 4, 2013 (incorporated by reference from our Current Report on Form 8-k filed on December 4, 2013)
(21) Subsidiaries
21.1 None
(31) Rule 13a-14 Certifications
31.1* Section 302 Certification under Sarbanes-Oxley Act of 2002 of Vincent A. Palmieri
(32) Section 1350 Certifications
32.1* Section 906 Certification under Sarbanes-Oxley Act of 2002 of Vincent A. Palmieri
(101) Interactive Data File
101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Extension Schema
101.CAL* XBRL Taxonomy Extension Calculation Linkbase
101.DEF* XBRL Taxonomy Extension Definition Linkbase
101.LAB* XBRL Taxonomy Extension Label Linkbase
101.PRE* XBRL Taxonomy Extension Presentation Linkbase

*Filed herewith


16

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SOLARIS POWER CELLS, INC.

/s/ Vincent A. Palmieri  
Vincent A. Palmieri  
Chief Executive Officer, Secretary, Treasurer and Director  
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)  
Date: March 25, 2014