Go Solar USA (GSLO) 10-K 2008 FY Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K

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X	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2008
	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: _____________ to _____________

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Fresca Worldwide Trading Corporation

(Name of small business issuer in its charter)

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Nevada		333-145882	42-1689315
(State or Other Jurisdiction	(Commission		(I.R.S. Employer
of Incorporation)	File Number)		Identification No.)

6465 N Quail Hollow Rd Suite 200

Memphis, TN 38128-1414

(Address of Principal Executive Office) (Zip Code)

501-663-5533

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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Securities registered pursuant to Section 12(b) of the Act:
Title of each class		Name of each exchange on which registered
Common
Securities registered pursuant to Section 12(g) of the Act:
	(Title of Class)

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Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.	x	Yes	¨	No
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.              ¨ Yes			x	No
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).	¨	Yes	x	No
State issuer’s revenue for its most recent fiscal year.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of December 31, 2008, the Issuer had a totalof 2,095,000 shares of common stock issued and outstanding.
ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.	x	Yes	¨	No
DOCUMENTS INCORPORATED BY REFERENCE
Transitional Small Business Disclosure Format (Check one):	¨	Yes	¨	No

		Page
PART I
Item 1	Description of Business	4
Item 1A	Risk Factors	4
Item 2	Description of Property	7
Item 3	Legal Proceedings	7
Item 4	Submission of Matters to a Vote of Security Holders	7
PART II
Item 5	Market for Common Equity and Related Stockholder Matters	7
Item 6	Selected Financial Data	7
Item 7	Managements’ Discussion and Analysis or Plan of Operation	8
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	8
Item 8	Financial Statements	9
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	9
Item 9A	Controls and Procedures	9
Item 9B	Other Information	9
PART III
Item 10	Directors, Executive Officers, Promoters and Control Persons; Compliance with	10
	Section 16(a) of the Exchange Act
Item 11	Executive Compensation	11
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related	12
	Stockholder Matters
Item 13	Certain Relationships and Related Transactions	12
Item 14	Principal Accounting Fees and Services	12
Item 15	Exhibits and Financial Statements Schedules	12
SIGNATURES		13

PART II

ITEM 8.

Financial Statements and Supplementary Data

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FRESCA WORLDWIDE TRADING, CORP.
BALANCE SHEETS
December 31, 2008 and 2007
		December 31,		December 31,
		2,008		2,007
CURRENT ASSETS
Cash and Cash Equivalents	$	12,386	$	3,498
Accounts Receivable		-		235
TOTAL CURRENT ASSETS		12,386		3,733
PROPERTY AND EQUIPMENT - NET		4,836		5,396
DEFERRED TAX ASSET		-		9,750
TOTAL ASSETS	$	17,222	$	18,879
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable	$	35,397	$	11,847
Related Party Note Payable		5,934		-
TOTAL CURRENT LIABILITIES		41,331		11,847
TOTAL LIABILITIES		41,331		11,847
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, .001 par value 10,000,000 shares authorized		-		-
Common Stock, .001 par value 100,000,000 shares
authorized, 2,095,000 shares issued and outstanding at
December 31, 2008 and 2,120,000 issued and outstanding at December 31, 2007		2,095		2,120
Additional Paid in Capital		46,905		46,880
Retained Earnings		(73,109)		(41,968)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(24,109)		7,032
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	17,222	$	18,879
The accompanying notes are an integral part of these financial statements.

FRESCA WORLDWIDE TRADING, CORP.
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2008 and 2007
		December 31,		December 31,
		2,008		2,007
SALES	$	22,581	$	19,555
COST OF SALES		1,540		4,579
DEPRECIATION		1,752		1,896
Total Cost of Sales		3,292		6,475
Gross Profit		19,289		13,080
GENERAL AND ADMINISTRATIVE EXPENSES	$	43,294	$	77,551
Operating Loss		(43,294)		(64,471)
OTHER INCOME (EXPENSE)
Other Income		3,212		5,536
Interest Expense		(598)		(63)
Total Other Income (Expense)		2,614		5,473
NET LOSS BEFORE PROVISION
FOR INCOME TAX		(40,680)		(58,998)
PROVISION FOR INCOME TAXES		9,750		(9,750)
NET LOSS	$	(50,430)	$	(49,248)
Weighted Average Common Shares Outstanding		2,095,000		2,120,000
Basic Loss per Common Share	$	(0)	$	(0)
(a) Less than $0.01 per share
The accompanying notes are an integral part of these financial statements.

FRESCA WORLDWIDE TRADING, CORP.
STATEMENT OF CASH FLOWS
For the Years Ended December 31, 2008 and 2007
		December 31,		December 31,
		2,008		2,007
Operating Activities:
Net Loss	$	-	$	-
Adjustments to reconcile net loss to net
cash provided (used) by operating activities:
Gain on Sale of Equipment		(3,192)		(4,025)
Depreciation Expense		-		-
Deferred Tax Asset		9,750		-
(Increase) Decrease in Accounts Receivables		-		1,385
Increase (Decrease) in Accounts Payable		-		7,579
Increase (Decrease) in Accrued Interest		434		-
Net cash provided by (used in) operating activities		6,992		4,939
Investing Activities:
Proceeds from Sale of Equipment		4,150		4,900
Purchase of Equipment		(2,150)		-
Net cash provided by investing activities		2,000		4,900
Financing Activities:
Distributions		-		(19,000)
Related Party Notes		5,500		-
Additional Paid in Capital		-		46,880
Sale of Stock		-		2,120
Net cash provided by financing activities		5,500		30,000
Net Increase (decrease) in cash		14,492		(17,263)
Cash - Beginning of Period		3,498		20,761
Cash - End of Period	$	17,990	$	3,498
Supplemental Disclosures of Cash Flow Information:
Cash Paid During Period For:
Interest	$	(163)	$	-
The accompanying notes are an integral part of these financial statements.

FRESCA WORLDWIDE TRADING, CORP.
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
	Common Stock				Additional		Retained		Total Stockholders'
	Shares		Amount		Paid in Capital		Earnings		Equity (Deficit)
Balance at December 31, 2006	2,000,000	$	2,000	$	17,000	$	7,280	$	26,280
Purchase of Common Stock	120,000		120		29,880		-		30,000
Net Loss	-		-		-		-		-
Balance at December 31, 2007	2,120,000	$	2,120	$	46,880	$	7,280	$	56,280
Redemption of Common Stock	(25,000)		(25)		25		-		-
Net Loss	-		-		-		-		-
Balance at December 31, 2008	2,095,000	$	2,095	$	46,905	$	7,280	$	56,280
The accompanying notes are an integral part of these financial statements.

FRESCA WORLDWIDE TRADING, CORP.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007

NOTE 1.

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

FRESCA WORLDWIDE TRADING, CORP. (the Company) is currently a provider of both privately owned and company owned automatic teller machines (ATM). The Company receives revenues from the collection of the surcharge revenues and inter exchange revenues.

Organization and Basis of Presentation

The Company was formed under the laws of the State of Nevada.  On February 10, 2006, the Company entered into an asset purchase agreement with Cobalt Blue, LLC., a New York company, for the purchase of its ATM assets. The Company paid Cobalt Blue, LLC. $10,000 for the purchase of its ATM assets on February 10, 2006. Cobalt Blue, LLC. is operated as a privately held company and has been in existence since 2003. The Company was inactive from December 29, 2003 (date of formation) until February 10, 2006.

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ACCOUNTING BASIS

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principals requires management 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 the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

CONCENTRATIONS OF CREDIT RISK

The Company's ATM’s are located in New York State and usage of those ATM’s may be affected by economic conditions in those areas. The Company has experienced decrease in revenues due to decreased locations and worsened economic conditions.

The Company maintains cash balances with a financial institution insured by the Federal Deposit Insurance Corporation up to $250,000 and $100,000 for the years ended December 31, 2008 and 2007 respectively.  There are no uninsured balances at December 31, 2008 and 2007.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid instruments with a maturity of three months or less when purchased to be cash equivalents for purposes of classification in the balance sheets and statement of cash flows. Cash and Cash equivalents consists of cash in bank (checking) accounts, CD, cash in ATM machines and money market.

PROPERTY AND EQUIPMENT

Fixed assets are stated at cost. Depreciation is calculated on a straight-line basis over the useful lives of the related assets, which range from five to seven years.  Maintenance and repairs are charged to income as incurred.

FRESCA WORLDWIDE TRADING, CORP.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

REVENUE RECOGNITION

The Company derives its revenue from surcharge revenue and inter exchange revenue. Surcharge fees are added fees which the Company charges the ATM user for dispensing cash. Inter exchange fees are fees charged between banks for transferring money. The Company receivesall of the Surcharge Fees and receives a portion of the Inter exchange fees as income. The Company recognizes the net fees received as revenues.

The Company receives interchange fees for transactions on ATM’s that it owns. The Company also receives the interchange fee for transactions on ATM’s owned by third party vendors included within its network. The Company keeps and reports as revenues all interchange fees.

The Company has 3 different circumstances for recording the surcharge fee as revenue. In the first case, for ATM’s owned and serviced by the Company, the Company receives and reports all-of-the surcharge fee as revenue.  In the second case, where the Company owns but does not service the ATM’s, the Company records the surcharge fee as revenue and records the portion of the fee paid to the owner of the ATM location as commission expense. In the third case, of ATM’s owned and serviced by third party vendors, the Company rebates all of the surcharge fee to the third party and does not report any surcharge fee revenue.

DIVIDENDS

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period shown.

INCOME TAXES

The Company provides for income taxes under Statement of Financial Accounting Standards NO. 109, “Accounting for Income Taxes.” SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.  

EARNINGS (LOSS) PER SHARE

The basic earnings (loss) per share are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company’s net income (loss) 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 as of the first of the year for any potentially dilutive debt or equity. There are no diluted shares outstanding. 

ACCOUNTS RECEIVABLE

The Company considers accounts receivable to be fully collectible; accordingly, no allowance for doubtful accounts is required. If amounts become uncollectible, they will be charged to operations when that determination is made. No such charges were recorded for the years ended December 31, 2008 and 2007.

FRESCA WORLDWIDE TRADING, CORP.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007

NOTE 3.

PROPERTY & EQUIPMENT

		December 31, 2008		December 31, 2007
Equipment	$	9,025	$	8,750
Accumulated Depreciation		(4,189)		(3,354)
Total Property & Equipment	$	4,836	$	5,396

NOTE 4.

INCOME TAXES

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will to be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax assets consist of the following components as of December 31, 2007 and 2008

		2008		2007
Book income (loss)	$		$	(58,998)
Valuation allowance		0		0
Income tax expense (benefit)	$		$

At December 31, 2007 the Company had net operating loss carry forwards of approximately $9,750 that may be offset against future taxable income through 2027.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

NOTE 5.

COMMON STOCK

During 2007, the Company issued 120,000 shares at $0.25 per share.  The number of shares issued and outstanding at December 31, 2007 is 2,120,000.  During September 2008 the Company cancelled 25,000 shares of common stock that had not been paid for by the shareholder.  The Company adjusted common stock and additional paid in capital accordingly.  The number of shares issued and outstanding at December 31, 2008 is 2,095,000.

NOTE  6.

NOTE PAYABLE

The Company has a $5,000 note payable with Joseph Passalaqua bearing interest at 10%; payable on demand.  The Company has a $500 note payable with Joseph Passalaqua bearing interest at 18%; payable on demand.  Interest accrued on these notes totals $434 at December 31, 2008.

FRESCA WORLDWIDE TRADING, CORP.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007

NOTE  7.

OPERATING LEASE NOTE  

The Company leases office space under an operating lease expiring in July 2009. Rent expense for the period ended December 31, 2008 amounted to $2,400.

The minimum future rental payments under the operating lease at  December 31, 2008 are as follows:

2009 $ 2,400

NOTE  8.

 THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below is a listing of the most recent accounting standards SFAS 150-154 and their effect on the Company.

In February 2007, the FASB issued SFAS no, 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”).  SFAS 159 provides companies with an option to report selected financials assets and liabilities at fair value.  The objective of SFAS 159 is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently.  Generally accepted accounting principles have required different measurement attributes for different assets and liabilities that can create artificial volatility in earnings.  The FASB has indicated it believes that SFAS 159 helps to mitigate this type of accounting-induced volatility by enabling companies to report related assets and liabilities at fair value, which would likely reduce the need for companies to comply with detailed rules for hedge accounting.  SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities.  SFAS 159 does not eliminate disclosure requirements included in other accounting standards, including requirements for disclosures about fair value measurements included in SFAS 157 and SFA No. 107, “Disclosures about Fair Value of Financial Instruments.”SFAS 159 is effective for the Company as of the beginning of fiscal year 2008.  The adoption of this pronouncement is not expected to have an impact on the Company’s financial position, results of operations or cash flows.

 In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. This statement is effective for us beginning May 1, 2008.

In December 2007, the FASB issued No. 160, “Noncontrolling Interests in Financial Statements, an amendment of ARB No. 51" (“SFAS 160").  SFAS 160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.  It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements.  This Statement is effective for fiscal years beginning on or after December 15, 2008.  Early adoption is not permitted. Management is currently evaluating the effects of this statement, but it is not expected to have any impact on the Company’s financial statements.

In December 2007, the FASB issued No. 141(R),  “Business Combinations” (“SFAS 141(R)”.  SFAS 141(R) provides companies with principles and requirements on how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree as well as the recognition and measurement of goodwill acquired in a business combination. SFAS 141(R) also requires certain disclosures to enable users of the financial statements to evaluate the nature and financial effects of the business combination. Acquisition costs associated with the business combination will generally be expensed as incurred. SFAS 141(R) is effective for business combinations occurring in fiscal years beginning after December 15, 2008, which will require the Company to adopt these provisions for business combinations occurring in fiscal 2009 and thereafter. Early adoption of SFAS 141(R) is not perm itted.  Management is currently evaluating the effects of this statement, but it is not expected to have any impact on the Company’s financial statements.

In March 2008, the FASB issued No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133.  (“SFAS 161").  SFAS 161 requires enhanced disclosures about an entity's derivative and hedging activities and thereby improves the transparency of financial reporting.  This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption.  Management is currently evaluating the effects of this statement, but it is not expected to have any impact on the Company’s financial statements.

FRESCA WORLDWIDE TRADING, CORP.

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS  ENDED DECEMBER 31, 2008 AND 2007

NOTE 9.

GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources.  Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing a merger with an existing operating company.  However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.  The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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, there unto duly authorized.

	FRESCA WORLDWIDE TRADING CORP.
Date: April 14, 2009	By:	/s/ Robert Gates
		Robert Gates President