UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-Q
___________________
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2013
Commission File Number: 333-168068
SOLARFLEX CORP.
(Exact Name Of Registrant As Specified In Its Charter)
Delaware | 42-1771817 |
(State of Incorporation) | (I.R.S. Employer Identification No.) |
c/o Sergei Rogov, 12 Abba Hillel Silver Street, 11th Floor, Ramat Gan, Israel | 52506 |
(Address of Principal Executive Offices) | (ZIP Code) |
Registrant's Telephone Number, Including Area Code: +(972) 3-753-9888
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act) or a smaller reporting company .
Large accelerated filer ¨ | Accelerated filer ¨ | Non-Accelerated filer ¨ | Smaller reporting company x |
On March 31, 2013, the Registrant had 6,000,000 shares of common stock outstanding.
Item | Description | Page | |||
---|---|---|---|---|---|
PART I - FINANCIAL INFORMATION | |||||
ITEM 1. | FINANCIAL STATEMENTS. | 3 | |||
Balance Sheets | 4 | ||||
Statements of Operations | 5 | ||||
Statements of Cash Flows | 6 | ||||
Notes to Financial Statements | 7 | ||||
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDISTIONS AND PLAN OF OPERATIONS. | 8 | |||
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. | 10 | |||
ITEM 4. | CONTROLS AND PROCEDURES. | 10 | |||
PART II - OTHER INFORMATION | |||||
ITEM 1. | LEGAL PROCEEDINGS. | 11 | |||
ITEM 1A. | RISK FACTORS. | 11 | |||
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. | 11 | |||
ITEM 3. | DEFAULT UPON SENIOR SECURITIES. | 11 | |||
ITEM 4. | MINE SAFTY DISCLOSURE. | 11 | |||
ITEM 5. | OTHER INFORMATION. | 11 | |||
ITEM 6. | EXHIBITS. | 11 |
PART I - FINANCIAL INFORMATION
SOLARFLEX CORP. | ||||
(A Development Stage Company) | ||||
Balance Sheets | ||||
Back to Table of Contents | ||||
March 31, 2013 | December 31, 2012 | |||
(Unaudited) | (Audited) | |||
ASSETS | ||||
Current assets: | ||||
Cash | 5,642 | - | ||
Total current assets | 5,642 | - | ||
Total Assets | $ | 5,642 | $ | - |
LIABILITIES AND STOCKHOLDERS' (DEFICIT) | ||||
Current liabilities: | ||||
Accounts payable - trade | $ | 19,476 | $ | 19,476 |
Advances payable to related parties - directors and stockholders | 67,531 | 67,431 | ||
Total current liabilities | 87,007 | 86,907 | ||
Total liabilities | 87,007 | 86,907 | ||
Stockholders' Deficiency: | ||||
Common stock, par value $0.0001 per share; 500,000,000 shares authorized; | ||||
6,000,000 and 5,500,000 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively | 600 | 550 | ||
Additional paid-in capital | 64,700 | 49,750 | ||
Deficit accumulated during the development stage | (146,665) | (137,207) | ||
Total stockholders' deficiency | (81,365) | (86,907) | ||
Total Liabilities and Stockholders' Equity (Deficiency) | $ | 5,642 | $ | 0 |
See notes to unaudited interim financial statements. |
SOLARFLEX CORP. | ||||||
(A Development Stage Company) | ||||||
Statements of Operations | ||||||
For the | For the | Cumulative from | ||||
Three Months Ended | Three Months Ended | Inception (March 7, 2008) | ||||
March 31, 2013 | March 31, 2012 | to March 31, 2013 | ||||
Revenue | $ | 0 | $ | 0 | $ | 0 |
Expenses: | ||||||
General and administrative | 9,458 | 17,500 | 148,984 | |||
Total general and administrative expenses | 9,458 | 17,500 | 148,984 | |||
Loss from operations | (9,458) | (17,000) | (148,984) | |||
Other income (expense): | ||||||
Other income | 0 | 0 | 2,319 | |||
Total costs and expenses | 0 | 0 | 2,319 | |||
Net loss before income taxes | (9,458) | (17,000) | (146,665) | |||
Income taxes | 0 | 0 | 0 | |||
Net loss | $ | (9,458) | $ | (17,000) | $ | (146,665) |
Basic and diluted per share amounts: | ||||||
Basic and diluted net loss | $ | (0.00) | $ | (0.01) | ||
Weighted average shares outstanding (basic and diluted) | 5,709,259 | 3,000,000 | ||||
See notes to unaudited interim financial statements. |
SOLARFLEX CORP. | ||||||
(A Development Stage Company) | ||||||
Statements of Cash Flows | ||||||
For the | For the | Cumulative from | ||||
Three Months Ended | Three Months Ended | Inception (March 7, 2008) | ||||
March 31, 2013 | March 31, 2012 | to March 31, 2013 | ||||
Cash flows from operating activities: | ||||||
Net loss | $ | (9,458) | $ | (17,500) | $ | (146,665) |
Changes in net assets and liabilities: | ||||||
Increase in accounts payable and accrued liabilities | 0 | 4,000 | 19,476 | |||
Net cash used in operating activities | (9,458) | (13,500) | (127,189) | |||
Cash flows from investing activities: | ||||||
Net cash used in investing activities | - | - | - | |||
Cash flows from financing activities: | ||||||
Proceeds from issuance of common stock | 15,000 | 0 | 90,300 | |||
Offering costs | 0 | 0 | (25,000) | |||
Related party advances | 100 | 13,500 | 67,431 | |||
Net cash provided by financing activities | 15,100 | 13,500 | 132,831 | |||
Net (decrease) increase in cash | 5,642 | 0 | 5,642 | |||
Cash - Beginning of period | 0 | 562 | 0 | |||
Cash - End of period | $ | 5,642 | $ | 562 | $ | 5,642 |
Supplemental Disclosure of Cash Flow Information: | ||||||
Cash paid during the period for: | ||||||
Interest | $ | - | $ | - | $ | - |
Income taxes | $ | - | $ | - | $ | - |
See notes to unaudited interim financial statements. |
SOLARFLEX CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
Back to Table of Contents
1. Basis of Presentation
The Financial Statements presented herein have been prepared by us in accordance with the accounting policies described in our December 31, 2012 Annual Report and should be read in conjunction with the Notes to Financial Statements which appear in that report.
The preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on going basis, we evaluate our estimates, including those related intangible assets, income taxes, insurance obligations and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions.
In the opinion of management, the information furnished in these interim financial statements reflects all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the three-month periods ended March 31, 2013 and 2012. All such adjustments are of a normal recurring nature. The Financial Statements do not include some information and notes necessary to conform to annual reporting requirements.
Emerging Growth Company Critical Accounting Policy Disclosure:We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period.
Going Concern
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 March 31, 2013 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.
2. Stockholders' Equity
Stock Issued for Cash
During the three months ended March 31, 2013, we issued 500,000 shares of our common stock in exchange for $15,000. The shares were sold for $0.03 per share.
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 67C. 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.
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.
Results of Operations during the three-months period ended March 31, 2013 as compared to the three-months period ended March 31, 2012
We have not generated any revenues since inception. We have operating expenses related to general and administrative expenses being a public company and interest expenses. During the three monthd ended March 31, 2013, we incurred a net loss of $9,458 due to general and administrative expenses in the same amount compared to a net loss of $17,500 during the same period in the prior year also due to general and administrative expenses in the same amount.
Liquidity and Capital Resources
As of March 31, 2013, we had cash in the amount of $5,642. Cash and cash equivalents from inception to date have been sufficient to provide the operating capital necessary to operate to date. Our operating expenses and net loss for the three months ended March 31, 2013 and 2012 were $9,458 and $17,500, 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 DISCLOSURE 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.
Evaluation of disclosure controls and procedures. As of March 31, 2013, the Company's chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in internal controls. During the quarterly period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II
OTHER INFORMATION
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.
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 UND USE OF PROCEEDS.
During the three months ended March 31, 2013, the Company sold 500,000 restricted shares for $15,000 or $0.03 per share, which proceeds were used for working capital.
ITEM 3. DEFAULT UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFTY DISCLOSURE.
None.
None.
Exhibit No. | Description |
31.1 | Certification of CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 | Certification of CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 | Certification of CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2 | Certification of CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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.
Solarflex Corp | |||
Date: May 2, 2013 | By: | /s/ Sergei Rogov | |
Name: | |||
Title: Chief Executive Officer, and Director | |||
By ; | /s/ Jonathan Berezovsky | ||
Name : | |||
Title : Principal Accounting and Financial Officer , and Secretary |
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: May 2, 2013 | By: | /s/ Sergei Rogov | |
Name: Title: Chief Executive Officer, and Director | |||
Date: May 2, 2013 | By: | /s/ Jonathan Berezovsky | |
Name: Title: Principal Accounting and Financial Officer , and Secretary |