Large accelerated filer | ¨ | Accelerated Filer | ¨ | |
Non-accelerated filer | ¨ | Smaller reporting company | S |
Proposed | Proposed | Amount | ||||||||||||||
Title | Amount | Maximum | Maximum | of | ||||||||||||
Of Securities | to be | Offering Price | Aggregate | Registration | ||||||||||||
To be Registered | Registered | Per Share | Offering Price (1) | Fee (1)(2) | ||||||||||||
Common Stock(1) | 2,500,000 | $ | 0.03 | $ | 75,000 | $ | 6.00 | |||||||||
Par value $0.0001 | ||||||||||||||||
Per share |
(1) | Estimated pursuant to Rule 457(o) under the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee. |
(2) | Previously paid. |
Prospectus Summary | 5 | |
Our Company | 5 | |
Selected Summary Financial Data | 7 | |
Risk Factors | 8 | |
Use of Proceeds | 16 | |
Our Business | 18 | |
Management’s Discussion and Analysis of Financial Condition or Plan of Operation | 22 | |
Market for Common Equity and Related Stockholder Matters | 26 | |
Directors, Executive Officers, Promoters and Control Persons | 26 | |
Executive Compensation | 28 | |
Certain Relationships and Related Transactions | 29 | |
Security Ownership of Certain Beneficial Owners and Management | 30 | |
Shares Eligible for Future Sale | 31 | |
Plan of Distribution | 32 | |
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | 34 | |
Indemnification for Securities Act Liabilities | 34 | |
Legal Matters | 35 | |
Experts | 35 | |
Interest of Named Experts and Counsel | 35 | |
Available Information | 35 | |
Index to Financial Statements | F-1 |
Total shares of common stock outstanding prior to the offering: | 3,000,000 shares | |
Shares of common stock being offered by us: | 2,500,000 shares | |
Total shares of common stock outstanding after the offering: | 5,500,000 shares | |
Gross proceeds: | Gross proceeds from the sale of up to 2,500,000 shares of our common stock will be $75,000. Use of proceeds from the sale of our shares will be used as general operating capital to allow us to develop a fully operational valid prototype of the device and attempt to bring our product to market. | |
Net proceeds: | Net proceeds from the sale of up to 2,500,000 shares of our common stock will be $48,500. | |
Risk Factors: | There are substantial risk factors involved in investing in our Company. For a discussion of certain factors you should consider before buying shares of our common stock, see the section entitled "Risk Factors." |
(February 12, 2010 | ||||
Through | ||||
September 30, 2011) | ||||
Statement of Operations: | ||||
Total revenues | $ | - | ||
Total operating expenses | $ | 47,908 | ||
(Loss) from operations | $ | (47,908 | ) | |
Net (loss) | $ | (47,908 | ) | |
(Loss) per common share | $ | (0.01 | ) | |
Weighted average number of common shares outstanding - Basic and diluted | 3,000,000 |
As of | ||||
September 30, 2011 | ||||
Balance Sheet: | ||||
Cash in bank | $ | 562 | ||
Deferred Offering Costs | $ | 25,000 | ||
Total current assets | $ | 25,562 | ||
Total assets | $ | 25,562 | ||
Total current liabilities | $ | 73,160 | ||
Total liabilities | $ | 73,160 | ||
Total stockholders' (deficit) | $ | (47,608 | ) | |
Total liabilities and stockholders' equity | $ | 25,562 |
1. | Our auditors have expressed substantial doubt about our ability to continue as a going concern, and if we do not raise at least $38,000 from our offering, we may have to suspend or cease operations within twelve months. |
2. | We are a development stage company with no operating history and may never be able to carry out our business plan or achieve any revenues or profitability; at this stage of our business, even with our good faith efforts, potential investors have a high probability of losing their entire investment. |
3. | We expect to incur operating losses in the next twelve months because we have no plan to generate revenues unless and until we successfully develop a valid prototype of our solar photovoltaic element. |
4. | If we are unable to obtain funding for development of a valid prototype, we will have to delay development of our valid prototype and/or change our line of business, which could result in the loss of all or a part of your investment. |
5. | We do not have sufficient cash to fund our operating expenses for the next twelve months, and we will require additional funds through the sale of our common stock, which requires favorable market conditions and interest in our activities by investors. We may not be able to sell our common stock and funding may not be available for continued operations. |
6. | We have no track record that would provide a basis for assessing our ability to conduct successful business activities. We may not be successful in carrying out our business objectives. |
7. | Because we are not making provisions for a refund to investors, you may lose your entire investment. |
8. | As a development stage company, we may experience substantial cost overruns in developing our prototype and creating a strategy for future stages, such as manufacturing and marketing our product, and we may not have sufficient capital to successfully complete the development and marketing of our product . |
9. | We plan to rely on third parties to develop a prototype and to manufacture our proposed product . |
10. | We are a small company with limited resources and we may not be able to compete effectively and increase market share. |
11. | Our success depends on third party distribution channels. |
12. | Changing consumer preferences may negatively impact our business. |
13. | Because our Directors and officers may not have the required experience in operating and overseeing a company that sells solar photovoltaic element devices, they may not be able to successfully operate such a business, which could cause you to lose your investment . |
14. | Because Sergei Rogov, Vigars Kaktinieks, and Jonathan Berezovsky, have other outside business activities and will only be devoting up to 10% of their time to our operations, our operations may be sporadic, which may result in periodic interruptions or suspensions of our business activities. |
15. | Our Directors and officers own 78% of the outstanding shares of our common stock, and may be able to influence control of the company or decision making by management of the Company. |
16. | If our intellectual property protection is inadequate, competitors may gain access to our technology and undermine our competitive position. |
17. | We may be subject to intellectual property litigation, such as patent infringement claims, which could adversely affect our business. |
18. | Our officers and Directors are located in Israel and our assets may also be held from time to time outside of the United States. |
• | the judgment was rendered by a court which was, according to the laws of the State in which the court is located, competent to render the judgment; |
• | the judgment may no longer be appealed; |
• | the tenor the judgment is not repugnant to the laws of the State of Israel or to public policy in Israel; and |
• | the judgment is executory in the State in which it was given. |
• | the judgment was obtained by fraud; |
• | there is a finding of lack of due process; |
• | the judgment is in conflict with another judgment that was given in the same matter between the same parties and that is still valid; |
• | at the time the action was instituted in the foreign court, a suit in the same matter and between the same parties was pending before a court or tribunal in Israel; or |
• | the judgment was rendered by a court not competent to render it according to the laws of private international law in Israel. It should be noted that Israeli courts deem U.S. courts competent to render a judgments under federal securities law according to the laws of private international law in Israel |
19. | Conditions in Israel, where our officers and Director and our corporate offices are located, may adversely affect our operations. |
20. | If and when we sell our products, we may be liable for product liability claims and we presently do not maintain product liability insurance. |
21 . | We did not conduct due diligence regarding the inventor’s experience nor regarding what was involved in designing and patenting the technology. |
We did not conduct due diligence regarding the inventor’s experience nor regarding what was involved in designing and patenting the technology that underlies the Patent Application. We do not know whether the inventor had experience in the photovoltaic element field. Neither can we assure you that we will be able to develop the technology that is the subject of the Patent Application into a product. Any failure in the design of the technology that is the subject of the Patent Application could have a material adverse affect on our business, financial condition, or results of operations.
There is no relationship between the Company, its affiliates and the Inventor. The inventor did not have the financial ability to commercialize the technology and or build a prototype. No prototype has been built as of today and therefore it is unable to analyze any results of any such testing and or reliability and / or cost effectiveness of the related patent pending technology.
22 . | We have not yet developed a working product. |
23. | NASD sales practice requirements may limit a stockholder’s ability to buy and sell our stock . |
24. | We may in the future issue additional shares of our common stock which would reduce investors’ ownership interests in the Company and which may dilute our share value. We do not need stockholder approval to issue additional shares. |
25. | Our common stock is subject to the "penny stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock. |
26. | We have not paid dividends in the past and do not expect to pay dividends in the future. Any return on investment may be limited to the value of our common stock . |
27. | The offering price of our common stock could be higher than the market value, causing investors to sustain a loss of their investment. |
28. | There is no public market for our stock and a public market may not be obtained or be liquid and therefore investors may not be able to sell their shares. |
29. | State securities laws may limit secondary trading, which may restrict the states in which you may sell the shares offered by this prospectus . |
30. | Efforts to comply with recently enacted changes in securities laws and regulations will increase our costs and require additional management resources, and we still may fail to comply. |
31. | The amount of our authorized but unissued common equity could discourage a takeover that stockholders may consider favorable. |
32. | You will experience an immediate and substantial dilution of the net tangible book value of the common shares you purchase in this offering . |
33. | Stockholders may have limited access to information because we are not yet a reporting issuer and may not become one. |
20% | 40% | 60% | 80% | 100% | ||||||||||||||||
Shares Sold | 500,000 | 1,000,000 | 1,500,000 | 2,000,000 | 2,500,000 | |||||||||||||||
Gross Proceeds | 15,000 | $ | 30,000 | $ | 45,000 | $ | 60,000 | $ | 75,000 | |||||||||||
Less Offering Expenses | (26,500 | ) | $ | (26,500 | ) | $ | (26,500 | ) | $ | (26,500 | ) | $ | (26,500 | ) | ||||||
Net Offering Proceeds | (11,500 | ) | $ | 3,500 | $ | 18,500 | $ | 33,500 | $ | 48,500 |
40% | 60% | 80% | 100% | |||||||||||||
Existing Liabilities | $ | 3,500 | $ | 18,193 | $ | 18,193 | $ | 18,193 | ||||||||
Technology Development and Engineering Costs | $ | — | $ | — | $ | 10,500 | $ | 10,500 | ||||||||
Prototype Manufacturing Costs | $ | — | $ | — | $ | 3,500 | $ | 3,500 | ||||||||
Marketing and Sales Activities | $ | — | $ | — | $ | — | $ | 14,807 | ||||||||
Overhead/Administrative costs | $ | — | $ | 307 | $ | 1,307 | $ | 1,500 | ||||||||
Total: | $ | 3,500 | $ | 18,500 | $ | 33.500 | $ | 48,500 |
Shares Sold | 500,000 | 1,000,000 | 1,500,000 | 2,000,000 | 2,500,000 | |||||||||||||||
Gross Proceeds less oferring Expenses | -11,500 | 3,500 | 18,500 | 33,500 | 48,500 | |||||||||||||||
Historical Net Tangible Book Value before the Offering | -72,598 | -72,598 | -72,598 | -72,598 | -72,598 | |||||||||||||||
Historical Net Tangible Book Value Per Share Before the Offering | -0.0242 | -0.0242 | -0.0242 | -0.0242 | -0.0242 | |||||||||||||||
Historical Net Tangible Book Value after the Offering | -84,098 | -69,098 | -54,098 | -39,098 | -24,098 | |||||||||||||||
Historical Net Tangible Book Value Per Share after the Offering | -0.0240 | -0.0173 | -0.0120 | -0.0078 | -0.0044 | |||||||||||||||
Increase ( Decrease ) per share to exisiting Shareholders | -0.0241 | -0.0174 | -0.0121 | -0.0079 | -0.0045 | |||||||||||||||
Dilution Per Share to New Shareholders | 0.0540 | 0.0473 | 0.0420 | 0.0378 | 0.0344 | |||||||||||||||
Dilution Percentage to New investors in the Offering | 241 | % | 157.58 | % | 140.07 | % | 126.07 | % | 114.60 | % |
100% | Shares | |||||||||||
Number | Percent | Contribution ($) | ||||||||||
Existing Stockholders | 3,000,000 | 55 | % | $ | 300 | |||||||
New Investors | 2,500,000 | 45 | % | $ | 75,000 | |||||||
Total | 5,500,000 | 100 | % | $ | 75,300 |
80% | Shares | |||||||||||
Number | Percent | Contribution ($) | ||||||||||
Existing Stockholders | 3,000,000 | 60 | % | $ | 300 | |||||||
New Investors | 2,000,000 | 40 | % | $ | 60,000 | |||||||
Total | 5,000,000 | 100 | % | $ | 60,300 |
60% | Shares | |||||||||||
Number | Percent | Contribution ($) | ||||||||||
Existing Stockholders | 3,000,000 | 67 | % | $ | 300 | |||||||
New Investors | 1,500,000 | 33 | % | $ | 45,000 | |||||||
Total | 4,500,000 | 100 | % | $ | 45,300 |
40% | Shares | |||||||||||
Number | Percent | Contribution ($) | ||||||||||
Existing Stockholders | 3,000,000 | 75 | % | $ | 300 | |||||||
New Investors | 1,000,000 | 25 | % | $ | 30,000 | |||||||
Total | 4,000,000 | 100 | % | $ | 30,300 |
20% | Shares | |||||||||||
Number | Percent | Contribution ($) | ||||||||||
Existing Stockholders | 3,000,000 | 85.71 | % | $ | 300 | |||||||
New Investors | 500,000 | 14.29 | % | $ | 15,000 | |||||||
Total | 3,500,000 | 100 | % | $ | 15,300 |
![](https://capedge.com/proxy/S-1A/0001144204-12-006587/pg29.jpg)
· | Locating third parties to perform research and development and engineering services |
· | Completing development of our solar photovoltaic conversion element. |
· | Producing a working prototype of our product. |
· | Locating sub-contractors or licensees to design and manufacture our product in commercial quantities |
· | Marketing our product to solar panel producers. |
20% | 40% | 60% | 80% | 100% | ||||||||||||||||
Shares Sold | 500,000 | 1,000,000 | 1,500,000 | 2,000,000 | 2,500,000 | |||||||||||||||
Gross Proceeds | 15,000 | $ | 30,000 | $ | 45,000 | $ | 60,000 | $ | 75,000 | |||||||||||
Less Offering Expenses | (26,500 | ) | $ | (26,500 | ) | $ | (26,500 | ) | $ | (26,500 | ) | $ | (26,500 | ) | ||||||
Net Offering Proceeds | (11,500 | ) | $ | 3,500 | $ | 18,500 | $ | 33,500 | $ | 48,500 |
40% | 60% | 80% | 100% | |||||||||||||
Existing Liabilities | $ | 3,500 | $ | 18,193 | $ | 18,193 | $ | 18,193 | ||||||||
Technology Development and Engineering Costs | $ | — | $ | — | $ | 10,500 | $ | 10,500 | ||||||||
Prototype Manufacturing Costs | $ | — | $ | — | $ | 3,500 | $ | 3,500 | ||||||||
Marketing and Sales Activities | $ | — | $ | — | $ | — | $ | 14,807 | ||||||||
Overhead/Administrative costs | $ | — | $ | 307 | $ | 1,307 | $ | 1,500 | ||||||||
Total: | $ | 3,500 | $ | 18,500 | $ | 33.500 | $ | 48,500 |
· | Search for and retain a third party to perform R&D and engineering services for the development of a working prototype |
· | Complete technical concept and design for the working prototype |
· | Work on engineering specifications for the working prototype |
· | Complete engineering specifications for the working prototype |
· | Search for and retain a third party to manufacture the working prototype |
· | Commence engineering and production preparation for the manufacture of the working prototype |
· | Complete engineering and production preparation for the manufacture of the working prototype |
· | Manufacture the working prototype |
· | Engage in marketing activities |
· | Search for third parties to design and manufacture the product in commercial quantities |
Name | Age | Positions and Offices Held | ||
Sergei Rogov | 52 | President and Director | ||
Vigars Kaktinieks | 25 | Director | ||
Jonathan Berezovksy | 23 | Secretary, Treasurer and CFO |
Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned or Right to Direct Vote (1) | Percent of Common Stock Beneficially Owned or Right to Direct Vote (1) | ||||||
Sergei Rogov | 1,200,000 | 40 | % | |||||
Vigars Kaktinieks | 660,000 | 22 | % | |||||
Jonathan Berezovsky | 480,000 | 16 | % | |||||
Ilmars Blumbergs | 540,000 | 18 | % | |||||
Lapso Endo | 120,000 | 4 | % | |||||
Total | 3,000,000 | 100 | % | |||||
Total Officers and Affiliates | 2,880,000 | 96 | % |
Report of Registered Independent Auditors | F-2 |
Financial Statements- | |
Balance Sheet as of December 31, 2010 | F-3 |
Statements of Operations for the | |
Year Ended December 31, 2010 and Cumulative from Inception | F-4 |
Statement of Changes in Stockholders’ Equity for the Period | |
from Inception Through December 31, 2010 | F-5 |
Statements of Cash Flows for the | |
Year Ended December 31, 2010 and Cumulative from Inception | F-6 |
Notes to Financial Statements | F-7 |
![](https://capedge.com/proxy/S-1A/0001144204-12-006587/sig1.jpg)
ASSETS | ||||
As of | ||||
December 31, | ||||
2010 | ||||
Current Assets: | ||||
Cash and cash equivalents | $ | 562 | ||
Deferred offering costs | 25,000 | |||
Total current assets | 25,562 | |||
Total Assets | $ | 25,562 | ||
LIABILITIES AND STOCKHOLDERS' (DEFICIT) | ||||
Current Liabilities: | ||||
Accounts payable and accrued liabilities | $ | 21,226 | ||
Loans from related parties - Directors and stockholders | 42,377 | |||
Total current liabilities | 63,603 | |||
Total liabilities | 63,603 | |||
Commitments and Contingencies | ||||
Stockholders' (Deficit): | ||||
Common stock, par value $.0001 per share, 500,000,000 shares | ||||
authorized; 3,000,000 shares issued and outstanding | 300 | |||
(Deficit) accumulated during the development stage | (38,341 | ) | ||
Total stockholders' (deficit) | (38,041 | ) | ||
Total Liabilities and Stockholders' (Deficit) | $ | 25,562 |
Year Ended | Cumulative | |||||||
December 31, | From | |||||||
2010 | Inception | |||||||
Revenues | $ | - | $ | - | ||||
Expenses: | ||||||||
General and administrative- | ||||||||
Professional fees | 22,975 | 22,975 | ||||||
Consulting | 10,000 | 10,000 | ||||||
Transfer agent fee | 2,500 | 2,500 | ||||||
Legal - incorporation | 1,500 | 1,500 | ||||||
Filing fees | 1,366 | 1,366 | ||||||
Total general and administrative expenses | 38,341 | 38,341 | ||||||
(Loss) from Operations | (38,341 | ) | (38,341 | ) | ||||
Other Income (Expense) | - | - | ||||||
Provision for income taxes | - | - | ||||||
Net (Loss) | $ | (38,341 | ) | $ | (38,341 | ) | ||
(Loss) Per Common Share: | ||||||||
(Loss) per common share - Basic and Diluted | $ | (0.01 | ) | |||||
Weighted Average Number of Common Shares | ||||||||
Outstanding - Basic and Diluted | 2,888,545 |
(Deficit) | ||||||||||||||||
Accumulated | ||||||||||||||||
During the | ||||||||||||||||
Common stock | Development | |||||||||||||||
Description | Shares | Amount | Stage | Totals | ||||||||||||
Balance - at inception | - | $ | - | $ | - | |||||||||||
Common stock issued for cash ($0.0001/share) | 3,000,000 | 300 | - | 300 | ||||||||||||
Net (loss) for the period | - | - | (38,341 | ) | (38,341 | ) | ||||||||||
Balance - December 31, 2010 | 3,000,000 | $ | 300 | $ | (38,341 | ) | $ | (38,041 | ) |
Year Ended | Cumulative | |||||||
December 31, | From | |||||||
2010 | Inception | |||||||
Operating Activities: | ||||||||
Net (loss) | (38,341 | ) | $ | (38,341 | ) | |||
Adjustments to reconcile net (loss) to net cash | ||||||||
(used in) operating activities: | ||||||||
Changes in net liabilities- | ||||||||
Deferred offering costs | (25,000 | ) | (25,000 | ) | ||||
Accounts payable and accrued liabilities | 21,226 | 21,226 | ||||||
Net Cash Used in Operating Activities | (42,115 | ) | (42,115 | ) | ||||
Investing Activities: | - | - | ||||||
Net Cash Used in Investing Activities | - | - | ||||||
Financing Activities: | ||||||||
Proceeds from stock issued | 300 | 300 | ||||||
Proceeds from related party loans | 42,377 | 42,377 | ||||||
Net Cash Provided by Financing Activities | 42,677 | 42,677 | ||||||
Net (Decrease) Increase in Cash | 562 | 562 | ||||||
Cash - Beginning of Period | - | - | ||||||
Cash - End of Period | $ | 562 | $ | 562 | ||||
Supplemental Disclosure of Cash Flow Information: | ||||||||
Cash paid during the period for: | ||||||||
Interest | $ | - | $ | - | ||||
Income taxes | $ | - | $ | - |
Current Tax Provision: | ||||
Federal- | ||||
Taxable income | $ | - | ||
Total current tax provision | $ | - | ||
Deferred Tax Provision: | ||||
Federal- | ||||
Loss carryforwards | $ | 8,818 | ||
Change in valuation allowance | (8,818 | ) | ||
Total deferred tax provision | $ | - |
Loss carryforwards | $ | 8,818 | ||
Less - Valuation allowance | (8,818 | ) | ||
Total net deferred tax assets | $ | - |
Financial Statements- | ||||
Balance Sheets as of September 30, 2011 and December 31, 2010 | F-13 | |||
Statements of Operations for the Three Months and Nine Months Ended September 31,2011 and 2010and Cumulative from Inception | F-14 | |||
Statement of Changes in Stockholders’ Equity for the Period from Inception Through September 30, 2011 | F-15 | |||
Statements of Cash Flows for the Nine Months Ended September 30, 2011 and 2010 and Cumulative from Inception | F-16 | |||
Notes to Financial Statements | F-17 |
ASSETS | ||||||||
As of | As of | |||||||
September 30, | December 31, | |||||||
2011 | 2010 | |||||||
(Unaudited) | (Audited) | |||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 562 | $ | 562 | ||||
Deferred offering costs | 25,000 | 25,000 | ||||||
Total current assets | 25,562 | 25,562 | ||||||
Total Assets | $ | 25,562 | $ | 25,562 | ||||
LIABILITIES AND STOCKHOLDERS' (DEFICIT) | ||||||||
Current Liabilities: | ||||||||
Accounts payable and accrued liabilities | $ | 18,193 | $ | 21,226 | ||||
Loans from related parties - Directors and stockholders | 54,977 | 42,377 | ||||||
Total current liabilities | 73,170 | 63,603 | ||||||
Total liabilities | 73,170 | 63,603 | ||||||
Commitments and Contingencies | ||||||||
Stockholders' (Deficit): | ||||||||
Common stock, par value $.0001 per share, 500,000,000 shares | ||||||||
authorized; 3,000,000 shares issued and outstanding | 300 | 300 | ||||||
(Deficit) accumulated during the development stage | (47,908 | ) | (38,341 | ) | ||||
Total stockholders' (deficit) | (47,608 | ) | (38,041 | ) | ||||
Total Liabilities and Stockholders' (Deficit) | $ | 25,562 | $ | 25,562 |
Three Months Ended | Nine Months Ended | Inception to | Cumulative | |||||||||||||||||
September 30, | September 30, | September 30, | From | |||||||||||||||||
2011 | 2010 | 2011 | 2010 | Inception | ||||||||||||||||
Revenues | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Expenses: | ||||||||||||||||||||
General and administrative- | ||||||||||||||||||||
Professional fees | 4,000 | 3,115 | 6,600 | 4,115 | 29,575 | |||||||||||||||
Consulting | - | 5,000 | - | 10,000 | 10,000 | |||||||||||||||
Transfer agent fee | - | 2,500 | 1,948 | 2,500 | 4,448 | |||||||||||||||
Legal - incorporation | - | - | - | 1,500 | 1,500 | |||||||||||||||
Filing fees | - | 1,366 | 1,019 | 1,366 | 2,385 | |||||||||||||||
Total general and administrative expenses | 4,000 | 11,981 | 9,567 | 19,481 | 47,908 | |||||||||||||||
(Loss) from Operations | (4,000 | ) | (11,981 | ) | (9,567 | ) | (19,481 | ) | (47,908 | ) | ||||||||||
Other Income (Expense) | - | - | - | - | - | |||||||||||||||
Provision for income taxes | - | - | - | - | - | |||||||||||||||
Net (Loss) | $ | (4,000 | ) | $ | (11,981 | ) | $ | (9,567 | ) | $ | (19,481 | ) | $ | (47,908 | ) | |||||
(Loss) Per Common Share: | ||||||||||||||||||||
(Loss) per common share - Basic and Diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | ||||||||
Weighted Average Number of Common Shares | ||||||||||||||||||||
Outstanding - Basic and Diluted | 3,000,000 | 3,000,000 | 3,000,000 | 2,844,156 |
(Deficit) | ||||||||||||||||
Accumulated | ||||||||||||||||
During the | ||||||||||||||||
Common stock | Development | |||||||||||||||
Description | Shares | Amount | Stage | Totals | ||||||||||||
Balance - at inception | - | $ | - | $ | - | $ | - | |||||||||
Common stock issued for cash ($0.0001/share) | 3,000,000 | 300 | - | 300 | ||||||||||||
Net (loss) for the period | - | - | (38,341 | ) | (38,341 | ) | ||||||||||
Balance - December 31, 2010 (Audited) | 3,000,000 | $ | 300 | $ | (38,341 | ) | $ | (38,041 | ) | |||||||
Net (loss) for the period | - | - | (9,567 | ) | (9,567 | ) | ||||||||||
Balance - September 30, 2011 (Unaudited) | 3,000,000 | $ | 300 | $ | (47,908 | ) | $ | (47,608 | ) |
Nine Months Ended | Cumulative | |||||||||||
September 30, | From | |||||||||||
2011 | 2010 | Inception | ||||||||||
Operating Activities: | ||||||||||||
Net (loss) | $ | (9,567 | ) | $ | (19,481 | ) | $ | (47,908 | ) | |||
Adjustments to reconcile net (loss) to net cash (used in) operating activities: | ||||||||||||
Changes in net liabilities- | ||||||||||||
Deferred offering costs | - | (25,000 | ) | (25,000 | ) | |||||||
Accounts payable and accrued liabilities | (3,033 | ) | 14,866 | 18,193 | ||||||||
Net Cash Used in Operating Activities | (12,600 | ) | (29,615 | ) | (54,715 | ) | ||||||
Investing Activities: | - | - | - | |||||||||
Net Cash Used in Investing Activities | - | - | - | |||||||||
Financing Activities: | ||||||||||||
Proceeds from stock issued | - | 300 | 300 | |||||||||
Proceeds from related party loans | 12,600 | 29,915 | 54,977 | |||||||||
Net Cash Provided by Financing Activities | 12,600 | 30,215 | 55,277 | |||||||||
Net (Decrease) Increase in Cash | - | 600 | 562 | |||||||||
Cash - Beginning of Period | 562 | - | - | |||||||||
Cash - End of Period | $ | 562 | $ | 600 | $ | 562 | ||||||
Supplemental Disclosure of Cash Flow Information: | ||||||||||||
Cash paid during the period for: | ||||||||||||
Interest | $ | - | $ | - | $ | - | ||||||
Income taxes | $ | - | $ | - | $ | - |
2011 | 2010 | |||||||
Current Tax Provision: | ||||||||
Federal- | ||||||||
Taxable income | $ | - | $ | - | ||||
Total current tax provision | $ | - | $ | - | ||||
Deferred Tax Provision: | ||||||||
Federal- | ||||||||
Loss carryforwards | $ | 920 | $ | 4,481 | ||||
Change in valuation allowance | (920 | ) | (4,481 | ) | ||||
Total deferred tax provision | $ | - | $ | - |
2011 | 2010 | |||||||
Loss carryforwards | $ | 11,019 | $ | 8,818 | ||||
Less - Valuation allowance | (11,019 | ) | (8,818 | ) | ||||
Total net deferred tax assets | $ | - | $ | - |
Nature of Expense | Amount | |||
SEC Registration fee | $ | 6 | ||
Transfer Agent Fees (Estimated) | $ | 1,500 | ||
Accounting fees and expenses (recorded in the FS) | $ | 10,000 | ||
Legal fees and expenses (recorded in the FS) | $ | 15,000 | ||
Total: | $ | 26,506 |
Solarflex Corp. | ||
Date February 8, 2012 | By: | /s/ Sergei Rogov |
Sergei Rogov | ||
President (Principal Executive Officer) |
Name | Title | Date | ||
/s/ Sergei Rogov | President and Director (Principal | February 8, 2012 | ||
Sergei Rogov | Executive Officer) | |||
/s/Vigars Kaktinieks | Director | February 8, 2012 | ||
Vigars Kaktinieks | ||||
/s/Jonathan Berezovsky | Secretary Treasurer and CFO (and Principal | |||
Jonathan Berezovsky | Accounting Officer) | February 8, 2012 |
EXHIBIT | ||
NUMBER | DESCRIPTION | |
3.1 | Certificate of Incorporation of the Company | |
3.2 | By-Laws of the Company | |
3.3* | Common Stock Certificate of the Company | |
5.1* | Opinion of Legal Counsel | |
10.1* | Patent Sale Agreement dated March 10, 2010 | |
10.2 | Director Loan Agreements | |
23.1 | Consent of Weinberg and Baer, LLC. | |
23.2* | Consent of legal counsel (see Exhibit 5.1) | |
99.1 | Subscription Agreement |