UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30 2012
¨TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number:
Solarflex Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 42-1771817 | |
| (State of incorporation) | (I.R.S. Employer Identification No.) |
Solarflex Corp.
113 Barksdale Professional Center
Newark, DE 19711
Tel. 302-266-9367
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. Yes x No¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | £ | Accelerated filer | £ |
| Non-accelerated filer | £ | Smaller reporting company | S |
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No *
As of September 30, 2012 , 5,500,000 shares of common stock, par value $0.0001 per share, were issued and outstanding.
TABLE OF CONTENTS
| Page | ||||
| PART I | ||||
| Item 1. Financial Statements | F-1 | |||
| Item 2. Management’s Discussion and Analysis or Plan of Operation | 3 | |||
| Item 3 Quantitative and Qualitative Disclosures About Market Risk | 5 | |||
| Item 4 Controls and Procedures | 6 | |||
| PART II | ||||
| Item 1. Legal Proceedings | 6 | |||
| Item IA. Risk Factors | 6 | |||
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 6 | |||
| Item 3. Defaults Upon Senior Securities | 6 | |||
| Item 4. Submission of Matters to a Vote of Security Holders | 7 | |||
| Item 5. Other Information | 7 | |||
| Item 6. Exhibits | 7 |
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
SOLARFLEX CORP.
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2012
| Financial Statements- | |
| Balance Sheets as of September 30, 2012 and December 31, 2011 | F-2 |
| Statements of Operations for the Three Months and Nine Month Ended | |
| September 30, 2012, and 2011 and Cumulative from Inception | F-3 |
| Statement of Changes in Stockholders’ Equity for the Period from Inception | |
| Through September 30, 2012 | F-4 |
| Statements of Cash Flows for the Nine Months Ended September 30, 2012 and | |
| 2011 And Cumulative from Inception | F-5 |
| Notes to Financial Statements | F-6 |
SOLARFLEX CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF SEPTEMBER 30, 2012 AND DECEMBER 31, 2011
| ASSETS | ||||||||
| As of | As of | |||||||
| September 30, | December 31, | |||||||
| 2012 | 2011 | |||||||
| (Unaudited) | (Audited) | |||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 76,546 | $ | 562 | ||||
| Deferred offering costs | — | 25,000 | ||||||
| Total current assets | 76,546 | 25,562 | ||||||
| Total Assets | $ | 76,546 | $ | 25,562 | ||||
| LIABILITIES AND STOCKHOLDERS' (DEFICIT) | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | 37,176 | $ | 25,091 | ||||
| Loans from related parties - Directors and stockholders | 70,477 | 54,977 | ||||||
| Total current liabilities | 107,653 | 80,068 | ||||||
| Total liabilities | 107,653 | 80,068 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders' (Deficit): | ||||||||
| Common stock, par value $.0001 per share, 500,000,000 shares authorized; | ||||||||
| 5,500,000 and 3,000,000 shares issued and outstanding, respectively | 550 | 300 | ||||||
| Additional paid-in capital | 49,750 | — | ||||||
| (Deficit) accumulated during the development stage | (81,407 | ) | (54,806 | ) | ||||
| Total stockholders' (deficit) | (31,107 | ) | (54,506 | ) | ||||
| Total Liabilities and Stockholders' (Deficit) | $ | 76,546 | $ | 25,562 | ||||
The accompanying notes to financial statements
are an integral part of these financial statements.
SOLARFLEX CORP.
(A DEVELOPMENT STAGE COMPANY)
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
AND CUMULATIVE FROM INCEPTION (FEBRUARY 12, 2010)
THROUGH SEPTEMBER 30, 2012
(Unaudited)
| Three Months Ended | Nine Months Ended | Cumulative | ||||||||||||||||||
| September 30, | September 30, | From | ||||||||||||||||||
| 2012 | 2011 | 2012 | 2011 | Inception | ||||||||||||||||
| Revenues | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
| Expenses: | ||||||||||||||||||||
| General and administrative- | ||||||||||||||||||||
| Professional fees | 4,562 | 4,000 | 14,062 | 6,600 | 47,277 | |||||||||||||||
| Consulting | — | — | 10,000 | — | 20,000 | |||||||||||||||
| Transfer agent fee | 2,085 | — | 2,085 | 1,948 | 6,683 | |||||||||||||||
| Legal - incorporation | — | — | — | — | 1,500 | |||||||||||||||
| Filing fees | — | — | — | 1,019 | 5,493 | |||||||||||||||
| Other | 773 | — | 773 | — | 773 | |||||||||||||||
| Franchise tax | — | — | 2,000 | — | 2,000 | |||||||||||||||
| Total general and administrative expenses | 7,420 | 4,000 | 28,920 | 9,567 | 83,726 | |||||||||||||||
| (Loss) from Operations | (7,420 | ) | (4,000 | ) | (28,920 | ) | (9,567 | ) | (83,726 | ) | ||||||||||
| Other Income (Expense) | 2,319 | — | 2,319 | — | 2,319 | |||||||||||||||
| Provision for income taxes | — | — | — | — | — | |||||||||||||||
| Net (Loss) | $ | (5,101 | ) | $ | (4,000 | ) | $ | (26,601 | ) | $ | (9,567 | ) | $ | (81,407 | ) | |||||
| (Loss) Per Common Share: | ||||||||||||||||||||
| (Loss) per common share - Basic and Diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) | ||||||||
| Weighted Average Number of Common Shares | ||||||||||||||||||||
| Outstanding - Basic and Diluted | 4,521,739 | 3,000,000 | 3,510,949 | 3,000,000 | ||||||||||||||||
The accompanying notes to financial statements are
an integral part of these financial statements.
SOLARFLEX CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (FEBRUARY 12, 2010)
THROUGH SEPTEMBER 30, 2012
(Unaudited)
| (Deficit) | ||||||||||||||||||||
| Accumulated | ||||||||||||||||||||
| Additional | During the | |||||||||||||||||||
| Common stock | Paid-in | Development | ||||||||||||||||||
| Description | Shares | Amount | Capital | 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 | ) | |||||||||
| Net (loss) for the period | — | — | — | (16,465 | ) | (16,465 | ) | |||||||||||||
| Balance - December 31, 2011 | 3,000,000 | $ | 300 | $ | — | $ | (54,806 | ) | $ | (54,506 | ) | |||||||||
| Common stock issued for cash ($0.03/share), | ||||||||||||||||||||
| net of offering costs | 2,500,000 | 250 | 49,750 | — | 50,000 | |||||||||||||||
| Net (loss) for the period | — | — | — | (26,601 | ) | (26,601 | ) | |||||||||||||
| Balance - September 30, 2012 | 5,500,000 | $ | 550 | $ | 49,750 | $ | (81,407 | ) | $ | (31,107 | ) | |||||||||
The accompanying notes to financial statements are
an integral part of these financial statements.
SOLARFLEX CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011,
ANDCUMULATIVE FROM INCEPTION (FEBRUARY 12, 2010)
THROUGH SEPTEMBER 30, 2012
(Unaudited)
| Nine Months Ended | Cumulative | |||||||||||
| September 30, | From | |||||||||||
| 2012 | 2011 | Inception | ||||||||||
| Operating Activities: | ||||||||||||
| Net (loss) | $ | (26,601 | ) | $ | (9,567 | ) | $ | (81,407 | ) | |||
| Adjustments to reconcile net (loss) to net cash | ||||||||||||
| (used in) operating activities: | ||||||||||||
| Changes in net assets and liabilities- | ||||||||||||
| Accounts payable and accrued liabilities | 12,085 | (3,033 | ) | 37,176 | ||||||||
| Net Cash Used in Operating Activities | (14,516 | ) | (12,600 | ) | (44,231 | ) | ||||||
| Investing Activities: | — | — | — | |||||||||
| Net Cash Used in Investing Activities | — | — | — | |||||||||
| Financing Activities: | ||||||||||||
| Proceeds from stock issued | 75,000 | — | 75,300 | |||||||||
| Offering costs | — | (25,000 | ) | |||||||||
| Proceeds from related party loans | 15,500 | 12,600 | 70,477 | |||||||||
| Net Cash Provided by Financing Activities | 90,500 | 12,600 | 120,777 | |||||||||
| Net (Decrease) Increase in Cash | 75,984 | — | 76,546 | |||||||||
| Cash - Beginning of Period | 562 | 562 | — | |||||||||
| Cash - End of Period | $ | 76,546 | $ | 562 | $ | 76,546 | ||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||||||
| Cash paid during the period for: | ||||||||||||
| Interest | $ | — | $ | — | $ | — | ||||||
| Income taxes | $ | — | $ | — | $ | — | ||||||
The accompanying notes to financial statements are
an integral part of these financial statements.
SOLARFLEX CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies
Basis of Presentation and Organization
Solarflex Corp. (“Solarflex” or the “Company”) is a Delaware corporation in the development stage and has not commenced operations. The Company was incorporated under the laws of the State of Delaware on February 12, 2010. The business plan of the Company is to develop a commercial application of the design in a patent of a “Solar element and method of manufacturing the same”. The Company also intends to produce a prototype, and manufacture and market the product and/or seek third party entities interested in licensing the rights to manufacture and market the device. The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting.
Unaudited Interim Financial Statements
The interim financial statements of the Company as of September 30, 2012, and for the periods then ended, and cumulative from inception, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 30, 2012, and the results of its operations and its cash flows for the periods ended September 30, 2012, and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2012. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2011, filed with the SEC, for additional information, including significant accounting policies.
Cash and Cash Equivalents
For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.
Revenue Recognition
The Company is in the development stage and has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.
Loss per Common Share
Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the periods ended September 30, 2012 and 2011.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.
Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.
Fair Value of Financial Instruments
The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. The carrying value of accounts payable, accrued liabilities, and loans from directors and stockholders approximated fair value due to the short-term nature and maturity of these instruments.
Deferred Offering Costs
The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.
Impairment of Long-Lived Assets
The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives when events or circumstances lead management to believe that the carrying value of an asset may not be recoverable. For the period ended September 30, 2012, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.
Common Stock Registration Expenses
The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are expensed as incurred.
Estimates
The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses. Actual results could differ from those estimates made by management.
Fiscal Year End
The Company has adopted a fiscal year end of December 31.
Recent Accounting Pronouncements
In May 2011, the FASB issued ASU 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards ("IFRSs")." Under ASU 2011-04, the guidance amends certain accounting and disclosure requirements related to fair value measurements to ensure that fair value has the same meaning in U.S. GAAP and in IFRS and that their respective fair value measurement and disclosure requirements are the same. ASU 2011-04 is effective for public entities during interim and annual periods beginning after December 15, 2011. Early adoption is not permitted. The Company does not believe that the adoption of ASU 2011-04 will have a material impact on the Company's results of operation and financial condition.
In June 2011, the FASB issued ASU No. 2011-05, "Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income," ("ASU 2011-05") which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders' equity. Instead, comprehensive income must be reported in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after Dec. 15, 2011 with early adoption permitted. The Company does not believe that the adoption of ASU 2011-05 will have a material impact on the Company's results of operation and financial condition.
There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's financial position, results of operations or cash flows.
(2) Development Stage Activities and Going Concern
The Company is currently in the development stage, and has no operations. The business plan of the Company is to develop a commercial application of the design in a patent of a “Solar element and method of manufacturing the same”. The Company also intends to produce a prototype, and manufacture and market the product and/or seek third party entities interested in licensing the rights to manufacture and market the device.
On March 10, 2010, the Company entered into a Patent Sale Agreement whereby the Company acquired all of the rights, title and interest in the patent known as the “Solar element and method of manufacturing the same”. In consideration of the sale the Company agrees to pay to seller a sum equal to 10% of the royalties that the Company will receive in relation to the patent for an indefinite period. The Israeli Patent number is 198369.
The Company commenced a capital formation activity by filing a Registration Statement on Form S-1 to the SEC to register and sell in a self-directed offering 2,500,000 shares of newly issued common stock at an offering price of $0.03 per share for proceeds of up to $75,000. The Registration Statement was declared effective on February 10, 2012. On August 6, 2012, the Company issued 2,500,000 shares of common stock pursuant to the Registration Statement on Form S-1 for proceeds of $75,000. The offering costs of $25,000 related to this capital formation activity were charged against the capital raised.
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of September 30, 2012 the cash resources of the Company were insufficient to meet its current business plan, and the Company had negative working capital. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
(3) Patent
On March 10, 2010, the Company entered into a Patent Sale Agreement whereby the Company acquired all of the rights, title and interest in the patent application known as the “Solar element and method of manufacturing the same”. In consideration of the sale the Company agrees to pay to seller a sum equal to 10% of the royalties that the Company will receive in relation to the patent application for an indefinite period. The Israeli Patent number is 198369.
(4) Loans from Related Parties - Directors and Stockholders
As of September 30, 2012, loans from related parties amounted to $70,477 and represented working capital advances from Directors who are also stockholders of the Company. The loans are unsecured, non-interest bearing, and due on demand.
(5) Common Stock
On February 24, 2010, the Company issued 2,340,000 shares of its common stock to individuals who are Directors and officers of the company for $234.
On February 24, 2010, the Company issued 660,000 shares of its common stock to individuals who are founders of the company for $66.
The Company commenced a capital formation activity by filing a Registration Statement on Form S-1 to the SEC to register and sell in a self-directed offering 2,500,000 shares of newly issued common stock at an offering price of $0.03 per share for proceeds of up to $75,000. The Registration Statement was declared effective on February 10, 2012. On August 6, 2012, the Company issued 2,500,000 shares of common stock pursuant to the Registration Statement on Form S-1 for proceeds of $75,000. The offering costs of $25,000 related to this capital formation activity were charged against the capital raised.
(6) Income Taxes
The provision (benefit) for income taxes for the periods ended September 30, 2012 and 2011, was as follows (assuming a 23% effective tax rate):
| 2012 | 2011 | |||||||
| Current Tax Provision: | ||||||||
| Federal- | ||||||||
| Taxable income | $ | — | $ | — | ||||
| Total current tax provision | $ | — | $ | — | ||||
| Deferred Tax Provision: | ||||||||
| Federal- | ||||||||
| Loss carryforwards | $ | 6,118 | $ | 2,200 | ||||
| Change in valuation allowance | (6,118 | ) | (2,200 | ) | ||||
| Total deferred tax provision | $ | — | $ | — | ||||
The Company had deferred income tax assets as of September 30, 2012 and December 31, 2011, as follows:
| 2012 | 2011 | |||||||
| Loss carryforwards | $ | 18,724 | $ | 12,605 | ||||
| Less - Valuation allowance | (18,724 | ) | (12,605 | ) | ||||
| Total net deferred tax assets | $ | — | $ | — | ||||
The Company provided a valuation allowance equal to the deferred income tax assets for the periods ended September 30, 2012 and December 31, 2011, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.
As of September 30, 2012, the Company had approximately $81,400 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and expire by the year 2032.
The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.
The Company will file income tax returns in the United States. All tax years are closed by expiration of the statute of limitations.
(7) Related Party Transactions
As described in Note 4, as of September 30, 2012, the Company owed $70,477 to Directors, officers, and principal stockholders of the Company for working capital loans.
As described in Note 5, on February 24, 2010, the Company issued 2,340,000 shares of its common stock to Directors and officers for $234.
(8) Commitments
On March 10, 2010, the Company entered into a Patent Sale Agreement whereby the Company acquired all of the rights, title and interest in the patent known as the “Solar element and method of manufacturing the same”. In consideration of the sale the Company agrees to pay to seller a sum equal to 10% of the royalties that the Company will receive in relation to the patent for an indefinite period.
Item 2. Management’s Discussion and Analysis or Plan of Operations.
As used in this Form 10-Q, references to the “SOLARFLEX CORP ,” Company,” “we,” “our” or “us” refer to SOLARFLEX CORP . Unless the context otherwise indicates.
Forward-Looking Statements
The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements which 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.
For a description of such risks and uncertainties refer to our Registration Statement on Form S-1, filed with the Securities and Exchange Commission. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Corporate Background
We were incorporated in Delaware on February 12, 2010. We are a development stage company established for the purpose of developing, manufacturing and selling a solar photovoltaic element (also known as a photovoltaic cell) based on certain proprietary technology that is expected to enable an increase in solar energy conversion and thus provide energy at a lower cost. A photovoltaic element is a device that converts light into electrical flow.
On March 10, 2010, we entered into a patent sale agreement (the "Patent Sale Agreement ") with P.T Holding, represented by its owner, Dr. Boris Sigalov, whereby P.T. Holding sold to us all of P.T. Holding’s right, title, and interest in a patent application, Israel Patent Application Number 198369, (the “Patent Application”), for the design of and manufacturing method for a solar photovoltaic element. P.T. Holding transferred the Patent Application to us in exchange for our agreeing to pay P.T. Holding a sum equal to 10% of the royalties that we will receive in relation to the Patent Application.
Our Company’s future product is based on the design detailed in Israel Patent Application Number 198369, for the design of and manufacturing method for a solar photovoltaic element. If the product based on this technology is able to be successfully adopted and implemented in both home and business solar energy markets, we believe it will deliver a significant improvement in energy conversion efficiency and with that improvement, we believe the solar energy market will react favorably to a product that has the potential to deliver electricity at a lower cost. However, as our Directors and officers have no experience in operating a company that sells solar photovoltaic elements we can only confirm the expected results defined in the patent application by developing a working prototype of the product. If that is accomplished, we hope that a product based on our technology will be able to achieve efficiency improvement compared to existing solar photovoltaic elements based on thin film technologies manufactured by First Solar and GE Solar. Until that prototype is developed and proven to deliver these results, we cannot verify or confirm such expectations. Nevertheless, we recognize that we still need to establish that the technology will work as expected, and that we can implement the technology in the production cycle of photovoltaic cells at low cost. Once a working prototype has been developed and produced and the patent application design is validated, which believe these positive results will enable us to develop and manufacture the device in commercial quantities, or license the manufacturing and related marketing and selling rights to a third party.
Although a working prototype has not yet been developed all of the above assertions in relation to the expected efficiency improvement and related cost savings ( including throughout the prospectus ) are the assumptions of the current management based on the extensive and unique experience in the technology and software development industry of the CEO and upon the review in depth of the acquired patent and its ramifications . A further in depth explanation of the patent and its proposed efficiency and cost savings should be read in the section’ PHOTOVOLTIC ELEMENT TECHNOLOGY ”in the business section of the Prospectus .
The Patent Application is for the design and manufacture of a solar photovoltaic element that absorbs the solar spectrum and that is expected to enable an increase in solar energy conversion. The device will be manufactured on the basis of at least one vacuum chamber and will include five layers. As soon as we raise the necessary funds, we will use the raised proceeds to develop a working prototype of the invention. Although we have not yet engaged a manufacturer to construct a working prototype, based on our preliminary discussions with certain manufacturing vendors, we believe that it will take approximately twelve months to produce a working prototype, from design through construction. Once a working prototype has been developed and produced, we will work to develop and manufacture the device in commercial quantities.
Our Business
We were incorporated in Delaware on February 12, 2010, and we are a development stage company. We intend to engage in the development, manufacture, and distribution of a solar photovoltaic element (also known as a photovoltaic cell) based on certain proprietary technology that is expected to enable an increase in solar energy conversion and thus provide energy at a lower cost. A photovoltaic element is a device that converts light into electrical flow.
We plan to develop a working prototype of our invention for testing and evaluation. We then plan to develop a manufacturing process for producing the photovoltaic elements for sale to solar panel producers. We intend to manufacture and distribute the device ourselves.
W e believe that a product based on the Solarflex technology can be adopted for both businesses and homes and we expect to develop commercial products of appropriate sizes and configurations for each of these markets. Our primary marketing consideration initially will be to focus more on areas in which solar energy is already popular. It is possible that building owners will be interested in purchasing our products, government agencies, large campuses such as universities and hospitals, etc. Essentially, any company, industry, or individual that uses electricity should benefit from using an alternative source of power, such as a product based on our technology.
In terms of entering into a licensing agreement with a company interested in licensing our technology, we believe there several potential opportunities that we can explore once we successfully develop a working prototype that can be used to show the potential of our technology. For example, we can approach building firms that are committed to including “green” technologies such as solar power in their projects.
The top three solar cell manufacturers in the field are Sharp Solar Corporation, based in Japan, Q-Cells from Germany, and Suntech Power Corporation, which has several bases, including in the United States, Europe and Africa. Other notable solar manufacturers around the world include BP Solar, First Solar, Shell Solar, Kyocera Solar, Mitsubishi Solar, and GE Solar. Each produces various solar devices based on its assets and technologies. We intend to develop and manufacture our solar photovoltaic element based on the manufacturing method detailed in the Patent Application. There are at least a dozen photovoltaic cell publicly traded companies in the world, several located in the United States and China. It is possible they would be interested in licensing our technology once we have a working prototype and can show affirmative results and energy savings beyond their current products or technologies. However, we also believe that there are other possible partnerships – including partnering or licensing to companies in the building industry, as previously mentioned.
Our proposed solar photovoltaic element will be comprised of five layers attached to a substrate. The top and bottom layers will be conductive. The three middle layers will be semi-conductive and consist of a positive layer (P-layer), an intrinsic layer (i-layer), and a negative layer (N-layer). The three semi-conductive layers will be made of silicon. The P-layer and the N-layer will be either a doped layer or a heterojunction metal oxide layer. The i-layer will be a graded band-gap layer.
A doped layer is a layer of material to which impurities have purposely been introduced (mechanically, electrically, or optically) in order to change the way the material reacts or performs in certain conditions. It is used in photovoltaic cells to absorb light. A heterojunction metal oxide layer is a layer of vanadium that changes its properties from conductor to semiconductor at 67°C. The graded band-gap layer is a specially grown thin film made mainly of silicon with a variable band-gap. The device will be manufactured on the basis of at least one vacuum chamber.
The product will be based on our detailed patent application (Israel Patent Application Number 198369), which includes both the design and manufacturing details of the device. We believe that our solar photovoltaic (photoelectric) element, once manufactured, will provide the performance of a solar element.
Employees
Other than our current Directors and officers, we have three part-time employees.
Transfer Agent
We have engaged Nevada Agency and Trust as our stock transfer agent. Nevada Agency and Trust is located at 50 West Liberty Street, Reno, Nevada 89501. Their telephone number is (775) 322-0626 and their fax number is (775) 322-5623. The transfer agent is responsible for all record-keeping and administrative functions in connection with our issued and outstanding common stock.
Plan of Operation
We are a development stage company that has acquired the rights to a patent application for the design of and manufacturing method for a solar photovoltaic conversion element which is expected to reduce cost, enhance the flexibility of the manufacturing process, improve manufacturing efficiency and absorb the solar spectrum better than current models, which should enable our product to increase solar energy conversion rates.
Our goal in the next twelve months is to complete development and production of a fully operational prototype of our solar photovoltaic conversion element, identify sub-contractors or licensees which will have the ability to design and manufacture our product in commercial quantities, and market our product to solar panel producers.
Although we have not yet engaged a manufacturer to develop a fully operational prototype of the solar photovoltaic conversion element, based on our preliminary discussions with certain manufacturing vendors, we believe that it will take approximately twelve months, from design to manufacture, to produce a basic prototype of our product. Once the prototype has been produced, we plan for the design and development of a commercial product to be carried out by specialist subcontractors offering expertise in several relevant disciplines, including plastics and metal, electricity and electronics, device design, operation and control, automation and mechanics, computer and microcomputers, and others.
We initially intend to focus on the following activities:
| • | 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. |
We estimate the cost to develop and produce the prototype at $14,000, which include $10,500 in technology development and engineering costs, and $3,500 for the manufacture of the prototype
The design and development of a working prototype of our product will be divided into three stages:
a) Technical Concept/Definition (three months) – to be performed by management and a third party contractor.
b) Engineering Specification (four months) – to be performed by management and a third party contractor.
c) Engineering & Preparation for Production & Actual Manufacture (four months) – to be performed by management and a third party contractor
If and when we have a viable prototype, depending on the availability of funds, we estimate that we would need approximately an additional four to six months to bring this product to market. Our objective is either to manufacture the product ourselves through third party sub-contractors, and market the product as an off-the-shelf device, and/or to license the manufacturing rights to the product and related technology to third party manufacturers who would then assume responsibility for marketing and sales.
General Working Capital
The Company In the third quarter raised $75,000 in gross proceeds pursuant to the effective S1 Registration Statement and issued 2,500,000 registered shares . The Company has began to implement its business model development in accordance to that outlined in the S1 registration statement .
Liquidity and Capital Resources
Our balance sheet as of September 30 2012 reflects cash in the amount of $76,546. Cash and cash equivalents from inception to date have been sufficient to provide the operating capital necessary to operate to date. The operating expenses and net loss for the nine months ended September 30 2012 and JUNE 30 2011 amounted to $28,920 and $26,601, and $9,567 and $9,567 respectively .
Going Concern Consideration
Our auditors have issued an opinion on our annual financial statements which includes a statement describing our going concern status. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills and meet our other financial obligations. This is because we have not generated any revenues and no revenues are anticipated until we begin marketing the product.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officers have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our principal executive officer and principal financial and accounting officers.
Changes in Internal Controls over Financial Reporting
There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.
Item 1A. Risk Factors
A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Purchases of equity securities by the issuer and affiliated purchasers
None.
Use of Proceeds
None
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
There was no matters submitted to a vote of security holders during the six months ended JUNE 30 2012.
Item 5. Other Information.
None
Item 6. Exhibits
| 31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith) |
| 31.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith) |
| 32.1 | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley (filed herewith) |
| 32.2 | Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley (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.
| Date: November 9 , 2012 | SOLARFLEX CORP | |
| By: | /s/ Sergei Rogov | |
| Name SERGEI ROGOV | ||
| Title: President and Director | ||
| (Principal Executive Officer) | ||
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Date November 9 , 2012 | By: | /s/ Sergei Rogov |
| Name: SERGEI ROGOV | ||
| Title: President and Director | ||
| (Principal Executive Officer) |
| Date: November 9 2012 | By: | /s/ Vigars Kaktinieks |
| Name: Vigars Kaktinieks | ||
| Title: Secretary and Director | ||
| (Principal Internal Accounting and financial Officer) |