UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

          (Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

December 31, 2014

 

or

 

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

to

 

Commission File Number

333-183272

 

AQUA POWER SYSTEMS INC.

(Exact name of registrant as specified in its charter)

 

Nevada		27-4213903
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

 

1107 Town Creek Road, Eden, NC	27288
(Address of principal executive offices)	(Zip Code)

 

(336) 432-2623

(Registrant’s telephone number, including area code)

N/A

(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.

 

x    YES        ¨    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).

 

x   YES   ¨   NO                            

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

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   x   NO                            

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

 

¨   YES   ¨   NO                            

 

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.

 

161,124,318 common shares issued and outstanding as of February 13, 2015.

 

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
PART II – OTHER INFORMATION		25
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	26
SIGNATURES		27

 

 

PART I – FINANCIAL INFORMATION

 

Item 1.         Financial Statements

 

The condensed consolidated unaudited financial statements of our company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars.

 

 

Aqua Power Systems, Inc. and Subsidiary

(f/k/a NC Solar, Inc. and Subsidiary)

Condensed Consolidated Balance Sheets

 

		December 31,				March 31,
		2014				2014
		Unaudited
ASSETS
Current Assets
Cash		$	145			$	160
Accounts receivable, net			388				361
Note receivable, net of $6,034 allowance			-				-
Total Current Assets			533				521
Equipment, net			-				-
Total Assets		$	533			$	521
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities
Accounts payable and Accrued Expenses		$	37,218			$	87,948
Notes payable			14,163				8,000
Notes payable - related party			20,000				-
Deferred Federal grant			7,478				11,217
Total Liabilities			78,859				107,165
Commitments and Contingencies (See Note 7)
Stockholders’ Deficiency
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, none issued and outstanding			-				-
Common stock, $0.0001 par value; 200,000,000 shares authorized, 161,124,318 and 161,124,318 issued and outstanding, respectively			16,112				16,112
Additional paid-in capital			370,926				259,442
Accumulated deficit			(465,364	)			(382,198	)
Total Stockholders’ Deficiency			(78,326	)			(106,644	)
Total Liabilities and Stockholders’ Deficiency		$	533			$	521

 

See accompanying notes to condensed consolidated unaudited financial statements

 

 

Aqua Power Systems, Inc. and Subsidiary

(f/k/a NC Solar, Inc. and Subsidiary)

Condensed Consolidated Statements of Operations

(Unaudited)

 

		For the Three Months Ended								For the Nine Months Ended
		December 31, 2014				December 31, 2013				December 31, 2014				December 31, 2013
Revenue		$	408			$	1,364			$	1,847			$	2,623
Operating Expenses
Professional fees			10,467				12,271				64,697				29,880
General and administrative			15,644				33,319				41,494				84,737
Impairment loss on photovoltaic system			-				-				-				36,708
Total Operating Expenses			26,111				45,590				106,191				151,325
Loss from Operations			(25,703	)			(44,226	)			(104,344	)			(148,702	)
Other Income (Expense)
Interest expense			(955	)			-				(1,128	)			-
Gain on settlement of debt			-				-				18,567				-
Grant income			-				-				3,739				3,739
Total Other Income(Expense)			(955	)			-				21,178				3,739
LOSS FROM OPERATIONS BEFORE INCOME TAXES			(26,658	)			(44,226	)			(83,166	)			(144,963	)
Provision for Income Taxes			-				-				-				-
NET LOSS		$	(26,658	)		$	(44,226	)		$	(83,166	)		$	(144,963	)
Net Loss Per Share - Basic and Diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average number of shares outstanding  during the year - Basic and Diluted			161,124,318				161,124,318				161,124,318				161,124,318

 

See accompanying notes to condensed consolidated unaudited financial statements

 

 

Aqua Power Systems, Inc. and Subsidiary

(f/k/a NC Solar, Inc. and Subsidiary)

Condensed Consolidated Statements of Stockholders’ Deficiency

For the nine months ended December 31, 2014

(Unaudited)

 

		Preferred Stock								Common stock								Additional								Total
																		paid-in				Accumulated				Stockholders’
		Shares				Amount				Shares				Amount				capital				deficit				Deficiency
Balance, March 31, 2014			-			$	-				161,124,318			$	16,112			$	259,442			$	(382,198	)		$	(106,644	)
In kind contribution of services and interest			-				-				-				-				9,685				-				9,685
Contributed capital from former shareholders			-				-				-				-				101,799				-				101,799
Net loss, for the nine months ended December 31, 2014			-				-				-				-				-				(83,166	)			(83,166	)
Balance, December 31, 2014			-			$	-				161,124,318			$	16,112			$	370,926			$	(465,364	)		$	(78,326	)

 

See accompanying notes to condensed consolidated unaudited financial statements

 

 

Aqua Power Systems, Inc. and Subsidiary

(f/k/a NC Solar, Inc. and Subsidiary)

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

		For the Nine Months Ended
		December 31, 2014				December 31, 2013
Cash Flows From Operating Activities:
Net Loss		$	(83,166	)		$	(144,963	)
Adjustments to reconcile net loss to net cash used in operations
Depreciation			-				3,142
Bad debt expense			-				6,034
Impairment loss on photovoltaic system			-				36,708
In-kind contribution of services and interest			9,685				12,134
Gain on settlement of debt			(18,567	)			-
Changes in operating assets and liabilities:
Increase in accounts receivable			(27	)			(726	)
Increase (decrease) in accounts payable and accrued expenses			(41,363	)			85,888
Decrease in deferred Federal grant			(3,739	)			(3,739	)
Net Cash Used In Operating Activities			(137,177	)			(5,524	)
Cash Flows From Financing Activities:
Proceeds from note payable			15,363				-
Proceeds from note payable - related party			20,000				-
Contributed capital from former shareholders			101,799				-
Net Cash Provided by Financing Activities			137,162				-
Net Decrease in Cash			(15	)			(5,524	)
Cash at Beginning of Period			160				7,271
Cash at End of Period		$	145			$	1,747
Supplemental disclosure of cash flow information:
Cash paid for interest		$	-			$	-
Cash paid for taxes		$	-			$	-

 

See accompanying notes to condensed consolidated unaudited financial statements

 

 

AQUA POWER SYSTEMS INC. AND SUBSIDIARY

(f/k/a NC SOLAR, INC. AND SUBSIDIARY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2014

(UNAUDITED)

 

NOTE 1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

 

(A) Basis of Presentation

 

The accompanying condensed consolidated unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

 

It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statements presentation.  The results for the interim period are not necessarily indicative of the results to be expected for the year.

 

The company was incorporated as NC Solar, Inc., (the “Company”) under the laws of the State of Nevada on December 9, 2010 to develop solar energy collection farms on commercial and/or industrial buildings located on distressed, blighted and/or underutilized commercial land in North Carolina and other southern states of the U.S. Renewable energy collected by these farms will be sold directly to local utility companies for resale to their customers.

 

Stoneville Solar, LLC. was incorporated under the laws of the State of North Carolina on December 14, 2010.

 

Effective August 5, 2014, the Company filed an Amendment of Articles of Incorporation with the State of Nevada to change the name from NC Solar, Inc. to Aqua Power Systems Inc.

 

(B) Principles of Consolidation

 

The accompanying 2014 and 2013 condensed consolidated financial statements include the accounts of Aqua Power Systems Inc. (f/k/a NC Solar, Inc.) and its wholly owned subsidiary, Stoneville Solar, LLC (collectively, the “Company”).  All intercompany accounts have been eliminated upon consolidation.

 

(C) Use of Estimates

 

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Significant estimates include valuation of in kind contribution of services, valuation of deferred tax assets, provision for allowance for doubtful accounts, and depreciable lives and impairment of equipment. Actual results could differ from those estimates.

 

(D) Cash and Cash Equivalents

 

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At December 31, 2014 and March 31, 2014, the Company had no cash equivalents.

 

 

AQUA POWER SYSTEMS INC. AND SUBSIDIARY

(f/k/a NC SOLAR, INC. AND SUBSIDIARY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2014

(UNAUDITED)

 

(E) Loss Per Share

 

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC No. 260, “Earnings Per Share.” As of December 31, 2014 and 2013, there were no common share equivalents outstanding.

 

(F) Business Segments

 

The Company operates in one segment and therefore segment information is not presented.

 

(G) Revenue Recognition

 

The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”.  In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. The Company generates revenue from the sale of energy collected by the photovoltaic system as the revenue is earned. The Company recognizes Grant Income at the time it is earned and all grant provisions have been satisfied and the grants are non-refundable.

 

(H) Equipment

 

The Company values equipment at cost and depreciates these assets using the straight-line method over their expected useful life. The Company depreciates equipment over a five-year useful life.

 

In accordance with ASC No. 360, Property, Plant and Equipment, the Company carries long-lived assets at the lower of the carrying amount or fair value. Impairment is evaluated by estimating future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected undiscounted future cash flow is less than the carrying amount of the assets, an impairment loss is recognized. Fair value, for purposes of calculating impairment, is measured based on estimated future cash flows, discounted at a market rate of interest.

 

During the nine months ended December 31, 2013, the Company determined that the equipment was fully impaired and recognized an impairment expense of $36,708.

 

There were no impairment losses recorded during the nine months ended December 31, 2014.

 

 

AQUA POWER SYSTEMS INC. AND SUBSIDIARY

(f/k/a NC SOLAR, INC. AND SUBSIDIARY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2014

(UNAUDITED)

 

(I) Concentration of Credit Risk

 

At December 31, 2014 and March 31, 2014, accounts receivable of $388 and $361, respectively, consisted of two main types of receivables; receivables from local utility company for energy resale and energy rebate from the State of North Carolina.

 

Following represents revenue concentrations for the three and nine months ended December 31, 2014 and 2013:

 

		Three months ended								Nine months ended
Customer		December 31, 2014				December 31, 2013				December 31, 2014				December 31, 2013
A			91	%			88	%			81	%			75	%
B			9	%			12	%			19	%			25	%

 

Following represents accounts receivable concentrations as of September 30, 2014 and March 31, 2014:

 

Customer		December 31, 2014				March 31, 2014
A			96	%			94	%
B			4	%			6	%

 

(J) Recent Accounting Pronouncements

 

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity-which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods therein. Early application with the first annual reporting period or interim period for which the entity’s financial statements have not yet been issued (Public business entities) or made available for issuance (other entities). The Company adopted this pronouncement for the nine months ended December 31, 2014.

 

 

AQUA POWER SYSTEMS INC. AND SUBSIDIARY

(f/k/a NC SOLAR, INC. AND SUBSIDIARY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2014

(UNAUDITED)

 

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-12, “Compensation – Stock Compensation (Topic 718); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition.  We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

 

In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

 

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

 

 

AQUA POWER SYSTEMS INC. AND SUBSIDIARY

(f/k/a NC SOLAR, INC. AND SUBSIDIARY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2014

(UNAUDITED)

 

 

NOTE 2

ACCOUNTS RECEIVABLE

 

At December 31, 2014 and March 31, 2014, the Company had the following accounts receivable:

 

		December 31,				March 31,
		2014				2014
		Unaudited
Accounts receivable		$	388			$	361
Less: Allowance for doubtful Accounts			-				-
Accounts receivable, net		$	388			$	361

 

NOTE 3

EQUIPMENT

 

At December 31, 2014 and March 31, 2014, equipment consisted of the following:

 

		December 31,				March 31,
		2014				2014
		Unaudited
Equipment		$	25,610			$	25,610
Less: Accumulated depreciation			(25,610	)			(25,610	)
Total equipment, net		$	-			$	-

 

Depreciation and amortization expense for the nine months ended December 31, 2014 and 2013 was $0 and $3,142 respectively.

 

NOTE 4

NOTE RECEIVABLE

 

On November 13, 2012, the Company received a promissory note from Alternative Energy and Environmental Solutions, Inc. (the “Borrower”) in exchange for $6,034. The note was non-interest bearing and due on demand. As of December 31, 2014, the note has been fully reserved.

 

NOTE 5

NOTES PAYABLE

 

(A) Note Payable

 

On November 10, 2014 and December 22, 2014, the Company issued an unsecured promissory note in the amount of $9,113 and $2,050, respectively, to an unrelated party. Pursuant to the terms of the note, the note is bearing 10% interest, and is due on the earlier of December 31, 2014 or within 10 business days upon the closing of any definitive agreement. The Company is currently in default of this note and expects to make the necessary payments whenever the Company is able to make such payment. During the nine months ended December 31, 2014 the Company recorded $138 in accrued interest.

 

During the eleven months ended March 31, 2014, the Company issued an unsecured promissory note in the amount of $8,000 to an unrelated party. Pursuant to the terms of the note, the note is non-interest bearing and is due on demand. On June 19, 2014, the note holder forgave the promissory note and the amount was recorded as a gain on settlement of debt (See Note 9).

 

 

AQUA POWER SYSTEMS INC. AND SUBSIDIARY

(f/k/a NC SOLAR, INC. AND SUBSIDIARY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2014

(UNAUDITED)

 

On August 1, 2014, the Company issued an unsecured promissory note in the amount of $3,000 to an unrelated party. Pursuant to the terms of the note, the note is non-interest bearing and is due on the earlier of December 31, 2014 or within 10 business days upon the closing of any definitive agreement. The Company is currently in default of this note and expects to make the necessary payments whenever the Company is able to make such payment (See Note 6(c)).

 

(B) Note Payable - Related Party

 

On June 6, 2014, the Company issued an unsecured promissory note in the amount of $3,500 to a related party. Pursuant to the terms of the note, the note is non-interest bearing and is due on the earlier of December 31, 2014 or within 10 business days upon the closing of any definitive agreement (See Note 8). The Company is currently in default of this note and expects to make the necessary payments whenever the Company is able to make such payment (See Note 6(c)).

 

On July 4, 2014, the Company issued an unsecured promissory note in the amount of $2,500 to a related party. Pursuant to the terms of the note, the note is non-interest bearing and is due on the earlier of December 31, 2014 or within 10 business days upon the closing of any definitive agreement (See Note 8). The Company is currently in default of this note and expects to make the necessary payments whenever the Company is able to make such payment (See Note 6(c)).

 

On August 11, 2014, the Company issued an unsecured promissory note in the amount of $14,000 to a related party. Pursuant to the terms of the note, the note is non-interest bearing and is due on the earlier of December 31, 2014 or within 10 business days upon the closing of any definitive agreement (See Note 8). The Company is currently in default of this note and expects to make the necessary payments whenever the Company is able to make such payment (See Note 6(c)).

 

NOTE 6

STOCKHOLDERS’ EQUITY

 

(A) Preferred Stock

 

The Company was incorporated on December 9, 2010. The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share. Preferred stock may be issued in one or more series. As of December 31, 2014 and March 31, 2014, no preferred shares are issued and outstanding. Rights and preferences are to be determined by the board of directors.

 

(B) Common Stock Issued for Cash

 

The Company is authorized to issue 200,000,000 shares of common stock with a par value of $0.0001 per share.

 

(C) In-Kind Contribution

 

For the nine months ended December 31, 2014, shareholders of the Company contributed services having a fair value of $8,868 (See Note 8).

 

For the nine months ended December 31, 2014, the Company recorded an in-kind contribution of interest having a fair value of $817.

 

 

AQUA POWER SYSTEMS INC. AND SUBSIDIARY

(f/k/a NC SOLAR, INC. AND SUBSIDIARY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2014

(UNAUDITED)

 

(D) Amendment to Articles of Incorporation

 

On August 5, 2014, the Company filed an Amendment of Articles of Incorporation with the State of Nevada to change the name from NC Solar, Inc. to Aqua Power Systems Inc. and to increase its authorized number of shares of common stock from 100,000,000 shares to 200,000,000 shares at a par value of $0.0001 per share.

 

(E) Expenses Paid on the Company’s Behalf

 

During the nine months ended December 31, 2014, former shareholders of the Company paid accounts payable and expenses on behalf of the Company totaling $101,799 which was recorded as contributed capital (See Note 8).

 

(F) Stock Split

 

On August 12, 2014, a forward stock split on a basis of 1 for 18 was declared effective for stockholders of record. Per share and weighted average amounts have been retroactively restated in the accompanying financial statements and related notes to reflect this stock split.

 

NOTE 7

COMMITMENTS

 

(A) Consulting Agreements

 

On August 1, 2011 the Company entered into a consulting agreement to receive administrative and other miscellaneous services. The Company is required to pay $5,000 a month. The agreement is to remain in effect unless either party desires to cancel the agreement. The agreement was terminated effective June 19, 2014.

 

(B) Operating Lease Agreements

 

On August 11, 2011, the Company executed a one-year non-cancelable operating lease for a place to locate its photovoltaic equipment. The lease began on April 1, 2011 and expired on April 1, 2012. The Company currently leases the location on a month-to-month basis at a rate of $2 per month.

 

(C) Energy Agreements

 

On February 21, 2011, the Company entered into a service agreement with Duke Energy Carolinas, LLC. Effective, February 14, 2011 the Company agrees to produce and sell to Duke Energy electric power. The term of this agreement is five years, and continuing thereafter until terminated by either party upon giving ninety days written notice of termination. The Company will deliver to Duke Energy throughout the term of the agreement approximately 9 kilowatts of energy during On-Peak periods.

 

On February 3, 2011, the Company was selected to participate as solar energy supplier to the NC GreenPower program. As a result, NC GreenPower agrees to provide a premium of $0.15 per kWh for energy generated and supplied to the electric grid. NC GreenPower agrees to provide this premium for up to 14,309 kWh per year. This is a five year agreement.

 

 

AQUA POWER SYSTEMS INC. AND SUBSIDIARY

(f/k/a NC SOLAR, INC. AND SUBSIDIARY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2014

(UNAUDITED)

 

NOTE 8

RELATED PARTY TRANSACTIONS

 

On June 6, 2014, the Company issued an unsecured promissory note in the amount of $3,500 to a related party. Pursuant to the terms of the note, the note is non-interest bearing and is due on the earlier of December 31, 2014 or within 10 business days upon the closing of any definitive agreement (See Note 5(B)). The Company is currently in default of this note and expects to make the necessary payments whenever the Company is able to make such payment

 

On July 4, 2014, the Company issued an unsecured promissory note in the amount of $2,500 to a related party. Pursuant to the terms of the note, the note is non-interest bearing and is due on the earlier of December 31, 2014 or within 10 business days upon the closing of any definitive agreement (See Note 5(B)). The Company is currently in default of this note and expects to make the necessary payments whenever the Company is able to make such payment

 

On August 11, 2014, the Company issued an unsecured promissory note in the amount of $14,000 to a related party. Pursuant to the terms of the note, the note is non-interest bearing and is due on the earlier of December 31, 2014 or within 10 business days upon the closing of any definitive agreement (See Note 5(B)). The Company is currently in default of this note and expects to make the necessary payments whenever the Company is able to make such payment

 

During the nine months ended December 31, 2014, the former shareholders of the Company paid accounts payable and expenses on behalf of the Company totaling $101,799 which was recorded as a contribution of capital (See Note 6 (E)).

 

For the nine months ended December 31, 2014, shareholders of the Company contributed services having a fair value of $8,868 (See Note 6(C)).

 

NOTE 9

OTHER INCOME

 

In June 2012, the Company was awarded a grant in the amount $18,695 under the American Recovery and Reinvestment Act of 2009 for the photovoltaic system placed into service. The grant requires the Company to keep the system in place for 5 years and file annual usage reports. If the Company fails to maintain the system or fails to file the annual report, the grant is refundable to the Internal Revenue Service at a prorated amount over 5 years. The amount was recorded as a deferred Federal grant and will be recognized over 5 years on the anniversary date of the award. As of December 31, 2014, the Company has a deferred Federal grant of $7,478.

 

During the nine months ended December 31, 2014, the unsecured promissory note in the amount of $8,000 was forgiven by the note holder. The amount was recorded as a gain on settlement of debt (See Note 5(A)).

 

During the nine months ended December 31, 2014, the accounts payable balance was forgiven by an unrelated party in the amount of $10,567. The amount was recorded as a gain on settlement of debt.

 

AQUA POWER SYSTEMS INC. AND SUBSIDIARY

(f/k/a NC SOLAR, INC. AND SUBSIDIARY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2014

(UNAUDITED)

 

NOTE 10

GOING CONCERN

 

As reflected in the accompanying financial statements, the Company has a negative working capital and stockholder’s deficit of $78,326 as of December 31, 2014, used cash in operations of $137,177 and has a net loss of $83,166 for the nine months ended December 31, 2014. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

FORWARD-LOOKING STATEMENTS

 

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. 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.

 

Our condensed consolidated unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

 

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

 

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Aqua Power Systems Inc. and our wholly owned subsidiary, Stoneville Solar, LLC, a North Carolina limited liability company, unless otherwise indicated.

 

Corporate Overview

 

We were incorporated in the state of Nevada on December 9, 2010. We were formed with the goal of developing solar energy collection farms on commercial and/or industrial buildings located on distressed, blighted and/or underutilized commercial land in North Carolina and other southern states of the United States. Renewable energy collected by these farms of solar collection panel systems will be sold directly to local utility companies for resale to their customers.

 

On June 6, 2014, Tadashi Ishikawa, our company’s sole officer and a member of our board of directors, acquired a total of 135,000,000 shares of our company’s common stock from Jeffery L. Alt and Matthew Croslis, our company’s former officers, in a private transaction for an aggregate total of $50,000. The funds used for this share purchase were Mr. Ishikawa’s personal funds. Mr. Ishikawa’s 135,000,000 shares amount to approximately 83.8% of our company’s currently issued and outstanding common stock. On the same day, Messrs. Alt and Croslis resigned as officers and Mr. Croslis resigned as a director. Mr. Alt remains as a director of our company.

 

In connection with the change of management, our company may pursue new business opportunities. As of the date of this report, no material agreements have been signed in connection with such new business opportunities.

 

 

Through our wholly-owned subsidiary, Stoneville Solar, LLC, a North Carolina limited liability company established on December 14, 2010, we lease space on the roofs of warehouses, where we install photovoltaic systems. We then sell the energy that we produce to our only customer, Duke Energy Carolina, LLC, an energy utility company in North Carolina which re-sells the energy to their customers. All of our sales to date have been to Duke Energy Carolina, LLC, which is currently purchasing solar power collected on rooftops at $0.05 - 0.07 per kWh. We take advantage of federal, state, and local incentives for clean energy, including tax credits from NC Green Power Corporation.

 

In particular, we are targeting rooftops of warehouses, storage facilities or other structures on brown-field or otherwise underutilized commercial land, for the creation of solar collection farms that generate renewable energy that can be sold directly to area utilities in North Carolina and other southern states.

 

Utilities in the southern United States have quotas for renewable energy that they have to provide to customers, and at this point very few, if any, utilities in the southeast are meeting their quotas. Accordingly, at this time, utilities in the southeast have been willing to purchase as much energy as alternative and clean energy producers can generate. We believe that if these quotas remain in place, there will continue to be a market for the energy that we produce.

 

On June 6, 2014, we changed our company’s fiscal year end from April 30 to March 31.

 

On July 18, 2014, our board of directors and a majority of our stockholders approved a change of name of our company from NC Solar, Inc. to Aqua Power Systems Inc., an increase of our authorized capital from 100,000,000 shares of common stock, par value $0.0001 and 10,000,000 shares of blank check preferred stock, par value $0.0001 to 200,000,000 shares of common stock, par value $0.0001 and 10,000,000 shares of blank check preferred stock, par value $0.0001 and a forward split of our issued and outstanding shares of common stock on a basis of 1 old share for 18 new shares.

 

A Certificate of Amendment to effect the change of name and increase to our authorized capital was filed with the Nevada Secretary of State on August 5, 2014, with an effective date of August 12, 2014. These amendments were reviewed by the Financial Industry Regulatory Authority (FINRA) and approved for filing with an effective date of August 12, 2014. Our trading symbol is “APSI”. Our CUSIP number is 03790A 105.

 

Our Current Business

 

We purchase our photovoltaic systems through local solar energy companies, who also perform the installation of these systems on the warehouses that we lease. We plan on continuing this arrangement as we expand our business.

 

We currently have one solar power installation, in Stoneville, North Carolina, which currently has a 9.9 kW solar photovoltaic generator installed. We collect the power that we generate at this installation and then sell it to Duke Energy Carolina, LLC, an energy utility company in North Carolina.

 

In addition, we currently receive a subsidy through NC GreenPower Corporation, a governmental organization that promotes clean energy. NC GreenPower has agreed to provide a premium of $0.15 per kWh generated, up to 14,309 kWh per year, for a total potential subsidy of $715.45 per year after administrative fees.

 

Plan of Operation

 

We plan to take advantage of tax credits and renewable energy investment incentives that can help defray the upfront installation costs for each installation. Through our subsidiary, Stoneville Solar, LLC, we are operating our initial facility atop a warehouse building in Stoneville, North Carolina. North Carolina utility companies are currently purchasing solar power collected on rooftops at $0.05-0.07 per kWh. Our first project is fully operational and our company is looking for additional projects and other ways to increase revenues.

 

We plan to replicate this model for developing solar collection systems across a variety of distressed, blighted and/or under-utilized commercial and industrial properties in North Carolina and other southern states, where sunlight is at a maximum and cost of installation can be significantly discounted by tax incentives and renewable energy development funding.

 

 

We intend to use the proceeds from our latest debt fundings (i) to pay operating and business development expenses, (ii) to pay other expenses related to marketing of solar energy projects, and (iii) for general working capital. Amounts actually expended and the timing of expenditures may vary considerably based on several factors including our results of operations.

 

Going Concern

 

As reflected in the accompanying condensed consolidated unaudited financial statements, we have a negative working capital and stockholders’ deficit of $78,326, cash used in operations of $137,177 and have a net loss of $83,166 for the nine months ended December 31, 2014. This raises substantial doubt about our ability to continue as a going concern. The ability of our company to continue as a going concern is dependent on our company’s ability to raise additional capital and implement our business plan. The financial statements do not include any adjustments that might be necessary if our company is unable to continue as a going concern.

 

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for our company to continue as a going concern.

 

Results of Operations

 

Three Months Ended December 31, 2014 as Compared to the Three Months Ended December 31, 2013

 

		Three Months ended December 31, 2014				Three Months ended December 31, 2013
Revenue		$	408			$	1,364
Professional fees			10,467				12,271
General and administrative			15,644				33,319
Impairment loss on photovoltaic system			Nil				Nil
Total Other expense			955				Nil
Net Loss		$	(26,658	)		$	(44,226	)

 

Revenues

 

Revenues for the three months ended December 31, 2014 were $408, as compared with $1,364 for the three months ended December 31, 2013. The decrease for the three months ended December 31, 2014 is primarily attributable to the amount of energy our photovoltaic systems were able to produce.

 

Operating Expenses

 

Operating expenses for the three months ended December 31, 2014 were $26,111, as compared with $45,590 for the three months ended December 31, 2013. The decrease in operating expenses in the three months ended December 31, 2014 was primarily attributable to decreases in general and administrative expenses.

 

Net Loss

 

Our net loss for the three months ended December 31, 2014 was $26,658, as compared with $44,226 for the three months ended December 31, 2013. The decrease for the three months ended December 31, 2014 is primarily attributable to decreases in general and administrative expenses offset by a decreased revenue.

 

 

Nine Months Ended December 31, 2014 as Compared to the Nine Months Ended December 31, 2013

 

		Nine Months ended December 31, 2014				Nine Months ended December 31, 2013
Revenue		$	1,847			$	2,623
Professional fees			64,697				29,880
General and administrative			41,494				84,737
Impairment loss on photovoltaic system			Nil				36,708
Total Other expense (income)			(21,178	)			(3,739	)
Net Loss		$	(86,166	)		$	(144,963	)

 

Revenues

 

Revenues for the nine months ended December 31, 2014 were $1,847, as compared with $2,623 for the nine months ended December 31, 2013. The decrease for the nine months ended December 31, 2014 is primarily attributable to the amount of energy our photovoltaic systems were able to produce.

 

Operating Expenses

 

Operating expenses for the nine months ended December 31, 2014 were $106,191, as compared with $151,325 for the nine months ended December 31, 2013. The decrease in operating expenses in the nine months ended December 31, 2014 was primarily attributable to decreases in general and administrative expenses and impairment loss on photovoltaic system.

 

Net Loss

 

Our net loss for the nine months ended December 31, 2014 was $83,166, as compared with $144,963 for the nine months ended December 31, 2013. The decrease for the nine months ended December 31, 2014 is primarily attributable to decreases in general and administrative expenses and impairment loss on photovoltaic system offset by a decrease in revenues and an increase in total other income in the form of grant income and gain on settlement of debt.

 

Liquidity and Capital Resources

 

Working Capital

 

		As at December 31, 2014				As at March 31, 2014
Current Assets		$	533			$	521
Current Liabilities			78,859				107,165
Working Capital Deficiency		$	(78,326	)		$	(106,644	)

 

 

Cash Flows

 

		Nine Months Ended December 31, 2014				Nine Months Ended December 31, 2013
Net cash used in operating activities		$	(137,177	)		$	(5,524	)
Net cash used in investing activities			Nil				Nil
Net cash provided by financing activities			137,162				Nil
Net increase (decrease) in cash		$	(15	)		$	(5,524	)

 

Our cash totaled $145 as at December 31, 2014.

 

Net Cash Used in Operating Activities

 

We used net cash in operating activities of $137,177 during the nine months ended December 31, 2014, compared to $5,524 used in operating activities during the nine months ended December 31, 2013. Our company’s use of cash was mainly to fund operating expenses including professional fees and general and administrative expenses.

 

Net Cash Used In Investing Activities

 

We did not use any net cash in investing activities during the nine months ended December 31, 2014, or the comparative period ended December 31, 2013.

 

Net Cash Provided By Financing Activities

 

Net cash provided by financing activities was $137,162 during the nine months ended December 31, 2014, compared to $Nil in financing activities during the nine months ended December 31, 2013. The increase in financing cash flows was mainly due to proceeds from a note payable, proceeds from a note payable from a related party and capital contributions from our former shareholders.

 

Future Financings

 

We anticipate that we will have to generate enough revenue or enter into additional debt or equity financings to have enough cash to sustain operations for at least a year. However, we cannot make any assurance that we will be successful in generating enough revenue or obtain additional financings to sustain operations. Moreover, our independent auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

 

Management may decide, based on market conditions, to seek future private placements if management believes such private placements are in the best interests of our company.

 

The revenue that we have earned from our initial facility in North Carolina has been minimal as we only earned $1,847 in the nine months ended December 31, 2014. In connection with the recent change of management, our company may pursue new business opportunities. As of the date of this report, however, no material agreements have been signed in connection with such new business opportunities.

 

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 are material to stockholders.

 

 

Critical Accounting Policies and Estimates

 

The accompanying condensed consolidated unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

 

It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

 

Principles of Consolidation

 

The accompanying 2014 and 2013 condensed consolidated financial statements include the accounts of Aqua Power Systems Inc. (f/k/a NC Solar, Inc.) and its wholly owned subsidiary, Stoneville Solar, LLC. All intercompany accounts have been eliminated upon consolidation.

 

Use of Estimates

 

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Significant estimates include valuation of in kind contribution of services, valuation of deferred tax assets, provision for allowance for doubtful accounts, and depreciable lives and impairment of equipment. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

Our company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At December 31, 2014 and March 31, 2014, our company had no cash equivalents.

 

Loss Per Share

 

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC No. 260, “Earnings Per Share.” As of December 31, 2014 and 2013, there were no common share equivalents outstanding.

 

Revenue Recognition

 

Our company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. Our company generates revenue from the sale of energy collected by the photovoltaic system as the revenue is earned. Our company recognizes Grant Income at the time it is earned and all grant provisions have been satisfied and the grants are non-refundable.

 

 

Equipment

 

Our company values equipment at cost and depreciates these assets using the straight-line method over their expected useful life. Our company depreciates equipment over a five-year useful life.

 

In accordance with ASC No. 360, Property, Plant and Equipment, our company carries long-lived assets at the lower of the carrying amount or fair value. Impairment is evaluated by estimating future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected undiscounted future cash flow is less than the carrying amount of the assets, an impairment loss is recognized. Fair value, for purposes of calculating impairment, is measured based on estimated future cash flows, discounted at a market rate of interest.

 

During the nine months ended December 31, 2013, our company determined that the equipment was fully impaired and recognized an impairment expense of $36,708.

 

There were no impairment losses recorded during the nine months ended December 31, 2014.

 

Concentration of Credit Risk

 

At December 31, 2014 and March 31, 2014, accounts receivable of $388 and $361, respectively, consisted of two main types of receivables; receivables from local utility company for energy resale and energy rebate from the State of North Carolina.

 

Following represents accounts receivable concentrations as of December 31, 2014 and March 31, 2014:

 

		Three months ended								Nine months ended
Customer		December 31, 2014				December 31, 2013				December 31, 2014				December 31, 2013
A			91	%			88	%			81	%			75	%
B			9	%			12	%			19	%			25	%

 

Following represents accounts receivable concentrations as of December 31, 2014 and March 31, 2014:

 

Customer		December 31, 2014				March 31, 2014
A			96	%			94	%
B			4	%			6	%

 

Recent Accounting Pronouncements

 

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity-which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods therein. Early application with the first annual reporting period or interim period for which the entity’s financial statements have not yet been issued (Public business entities) or made available for issuance (other entities). The Company adopted this pronouncement for the nine months ended December 31, 2014.

 

 

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-12, “Compensation – Stock Compensation (Topic 718); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition.  We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

 

In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

 

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

Item 4.

Controls and Procedures

 

Management’s Report on Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

 

 

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our reports as of the end of the period covered by this quarterly report. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

 

The matters involving internal control over financial reporting that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives of having segregation of the initiation of transactions, the recording of transactions and the custody of assets; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our president (our principal executive officer, principal financial officer and principal accounting officer) in connection with the review of our financial statements as of December 31, 2014.

 

To address the material weaknesses set forth in items (2) and (3) discussed above, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

 

This quarterly report does not include an attestation report of our company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s independent registered public accounting firm pursuant to the rules of the SEC that permit our company to provide only the management’s report in this quarterly report.

 

Changes in Internal Control Over Financial Reporting

 

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II – OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

Item 1A.

Risk Factors

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3.

Defaults Upon Senior Securities

 

(A) Note Payable

 

On November 10, 2014 and December 22, 2014, our company issued an unsecured promissory note in the amount of $9,113 and $2,050, respectively, to an unrelated party. Pursuant to the terms of the note, the note is bearing 10% interest, and is due on the earlier of December 31, 2014 or within 10 business days upon the closing of any definitive agreement. Our company is currently in default of this note and expects to make the necessary payments whenever our company is able to make such payment. During the nine months ended December 31, 2014 the Company recorded $138 in accrued interest.

 

On August 1, 2014, our company issued an unsecured promissory note in the amount of $3,000 to an unrelated party. Pursuant to the terms of the note, the note is non-interest bearing and is due on the earlier of December 31, 2014 or within 10 business days upon the closing of any definitive agreement. Our company is currently in default of this note and expects to make the necessary payments whenever our company is able to make such payment.

 

(B) Note Payable - Related Party

 

On June 6, 2014, our company issued an unsecured promissory note in the amount of $3,500 to a related party. Pursuant to the terms of the note, the note is non-interest bearing and is due on the earlier of December 31, 2014 or within 10 business days upon the closing of any definitive agreement (See Note 8). Our company is currently in default of this note and expects to make the necessary payments whenever our company is able to make such payment.

 

On July 4, 2014, our company issued an unsecured promissory note in the amount of $2,500 to a related party. Pursuant to the terms of the note, the note is non-interest bearing and is due on the earlier of December 31, 2014 or within 10 business days upon the closing of any definitive agreement (See Note 8). Our company is currently in default of this note and expects to make the necessary payments whenever our company is able to make such payment.

 

On August 11, 2014, our company issued an unsecured promissory note in the amount of $14,000 to a related party. Pursuant to the terms of the note, the note is non-interest bearing and is due on the earlier of December 31, 2014 or within 10 business days upon the closing of any definitive agreement (See Note 8). Our company is currently in default of this note and expects to make the necessary payments whenever our company is able to make such payment.

 

 

Item 4.

Mine Safety Disclosures

 

Not Applicable.

 

Item 5.

Other Information

 

None.

 

Item 6.

Exhibits

 

Exhibit Number	Description
(3)	Articles of Incorporation; Bylaws
3.1	Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on August 13, 2012)
3.2	Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on August 13, 2012)
3.3	Certificate of Amendment (incorporated by reference to our Current Report on Form 8-K filed on August 12, 2014)
(10)	Material Contracts
10.1	Purchased Power Agreement dated February 21, 2011 between Stoneville Solar, LLC and Duke Energy Carolinas, LLC (incorporated by reference to our Registration Statement on Form S-1 filed on August 13, 2012)
10.2	Standard Warehouse Lease dated April 1, 2011 between Stoneville Solar, LLC and Service Logistics & Warehousing, LLC (incorporated by reference to our Registration Statement on Form S-1 filed on August 13, 2012)
10.3	Generation Agreement dated February 3, 2011 between Stoneville Solar, LLC and NC GreenPower Corporation (incorporated by reference to our Registration Statement on Form S-1 filed on August 13, 2012)
10.4	Stock Purchase Agreement dated April 28, 2014 between our company, Jeffrey Alt, Matthew Croslis and Tadashi Ishikawa (incorporated by reference to our Current Report on Form 8-K filed on June 10, 2014)
(21)	Subsidiaries
21.1	Stoneville Solar, LLC, a North Carolina limited liability company (wholly owned)
(31)	Rule 13a-14(a) / 15d-14(a) Certifications
31.1*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101*	Interactive Data File
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

 

*

Filed herewith.

 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		AQUA POWER SYSTEMS INC.
Date: February 18, 2015	By:	/s/ Tadashi Ishikawa
		Tadashi Ishikawa
		President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)