Document_and_Entity_Informatio
Document and Entity Information (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Jun. 30, 2014 | |
Document and Entity Information: | ' | ' |
Entity Registrant Name | 'Solarflex Corp. | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001494162 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | 135,249,990 | ' |
Entity Public Float | ' | $3,162,499 |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Solaflex_Corp_Balance_Sheets
Solaflex Corp. - Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | ||
Balance Sheets | ' | ' | ||
Cash and cash equivalents | $907 | $971 | ||
Total current assets | 907 | 971 | ||
Total assets | 907 | 971 | ||
Accrued expenses | 4,000 | 4,000 | ||
Accrued interest | 6,858 | 649 | ||
Current portion of convertible notes payable, net of discount | 56,039 | 5,411 | ||
Total current liabilities | 66,897 | 12,617 | ||
Total liabilities | 66,897 | 12,617 | ||
Common stock | 13,525 | [1] | 13,500 | [1] |
Additional paid in capital | 478,791 | 381,316 | ||
(Deficit) accumulated during the development stage | -558,306 | -406,462 | ||
Total stockholders' (deficit) | -65,990 | -11,646 | ||
Total Liabilities and Stockholders' (Deficit) | $907 | $971 | ||
[1] | $0.0001 par value; 500,000,000 shares authorized; 135,249,990 and 134,999,990 issued and outstanding at September 30, 2014 and December 31, 2013, respectively. |
Solarflex_Corp_Statements_of_O
Solarflex Corp. - Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 56 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
Statements of Operations | ' | ' | ' | ' | ' |
Revenue | $0 | $0 | $0 | $0 | $0 |
General and administrative | 3,939 | 10,995 | 95,007 | 28,846 | 281,884 |
Depreciation expense | 0 | 15,995 | 0 | 15,995 | 26,495 |
Impairment of fixed assets | 0 | 0 | 0 | 0 | 183,505 |
Total general and administrative expenses | 3,939 | 26,990 | 95,007 | 44,841 | 491,884 |
(Loss) from operations | -3,939 | -26,990 | -95,007 | -44,841 | -491,884 |
Interest expense | -2,571 | -5,626 | -6,209 | -5,626 | -12,702 |
Amortization of debt discount | -20,316 | 0 | -50,628 | 0 | -56,039 |
Other income | 0 | 0 | 0 | 0 | 2,319 |
Total costs and expenses | 26,826 | 32,616 | 151,844 | 50,467 | 558,306 |
Net loss before income taxes | -26,826 | -32,616 | -151,844 | -50,467 | -558,306 |
Provision for income tax | 0 | 0 | 0 | 0 | 0 |
Net loss | ($26,826) | ($32,616) | ($151,844) | ($50,467) | ($558,306) |
Basic and diluted net loss | $0 | $0 | $0 | $0 | ' |
Basic and diluted | 135,249,990 | 135,000,000 | 135,161,162 | 99,401,710 | ' |
Solarflex_Corp_Statements_of_C
Solarflex Corp. - Statements of Cash Flows (USD $) | 9 Months Ended | 56 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
Statements of Cash Flows | ' | ' | ' |
Net loss | -151,844 | -50,467 | -558,306 |
Amortization of debt discount | 50,628 | 1,110 | 56,039 |
Depreciation expense | 0 | 15,995 | 26,495 |
Common stock issued for services | 32,500 | 0 | 32,500 |
Imputed interest | 0 | 4,383 | 5,844 |
Impairment of fixed assets | 0 | 0 | 183,505 |
Increase (decrease) accounts payable and accrued liabilities | $3,652 | ($19,343) | $10,858 |
Net Cash used in operating activities | -65,064 | -48,322 | -243,065 |
Purchase of equipment | 0 | -30,000 | -30,000 |
Cash used in investing activities | 0 | -30,000 | -30,000 |
Proceeds from the issuance of common stock | 0 | 60,000 | 135,300 |
Offering costs | 0 | 0 | -25,000 |
Proceeds of convertible debt | 65,000 | 10,000 | 85,000 |
Proceeds from related party loans | 0 | 11,241 | 78,672 |
Net cash provided by financing activities | 65,000 | 81,241 | 273,972 |
Net (decrease) increase in cash | ($64) | $2,919 | $907 |
Cash at the beginning of year | 971 | 0 | 0 |
Cash at the end of period | 907 | 2,919 | 907 |
Common stock issued to purchase equipment | 0 | 180,000 | 180,000 |
Debt discount | 65,000 | 10,000 | 85,000 |
Related party debt forgiveness | 0 | 0 | 78,672 |
1_The_Company_and_Significant_
1. The Company and Significant Accounting Policies | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Notes | ' | ||||||||
1. The Company and Significant Accounting Policies | ' | ||||||||
1. The Company and Significant Accounting Policies | |||||||||
Organizational Background: 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. | |||||||||
Basis of Presentation: 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, 2014, 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. | |||||||||
Significant Accounting Policies | |||||||||
Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. | |||||||||
Cash and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. There were no cash equivalents as of September 30, 2014 and December 31, 2013. | |||||||||
Property and Equipment: New property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place. | |||||||||
Valuation of Long-Lived Assets: We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. | |||||||||
Stock Based Compensation: Stock-based awards are accounted for using the fair value method in accordance with ASC 718, Share-Based Payments. Our primary type of share-based compensation consists of stock options. We use the Black-Scholes option pricing model in valuing options. The inputs for the valuation analysis of the options include the market value of the Company's common stock, the estimated volatility of the Company's common stock, the exercise price of the warrants and the risk free interest rate. | |||||||||
Accounting For Obligations And Instruments Potentially To Be Settled In The Company's Own Stock: We account for obligations and instruments potentially to be settled in the Company's stock in accordance with FASB ASC 815, Accounting for Derivative Financial Instruments. This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Company's own stock. | |||||||||
Fair Value of Financial Instruments: FASB ASC 825, "Financial Instruments," requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At September 30, 2014 and December 31, 2013, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates. | |||||||||
Fair Value Measurements: The Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs which prioritize the inputs used in measuring fair value are: | |||||||||
Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. | |||||||||
Level 2: Inputs to the valuation methodology include: | |||||||||
- Quoted prices for similar assets or liabilities in active markets; - Quoted prices for identical or similar assets or liabilities in inactive markets; - Inputs other than quoted prices that are observable for the asset or liability; - Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. | |||||||||
Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. | |||||||||
The assets or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following table presents assets that were measured and recognize at fair value on September 30, 2014 and December 31, 2013 and the year periods ended on a recurring basis: | |||||||||
Fair Value Measurements at September 30, 2014 | |||||||||
Quoted Prices in Active | Significant Other | Significant | |||||||
Markets for Identical Assets | Observable Inputs | Unobservable Inputs | |||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||
None | $ | - | $ | - | $ | - | $ | - | |
Total assets at fair value | $ | - | $ | - | $ | - | $ | - | |
Fair Value Measurements at December 31, 2013 | |||||||||
Quoted Prices in Active | Significant Other | Significant | |||||||
Markets for Identical Assets | Observable Inputs | Unobservable Inputs | |||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||
None | $ | - | $ | - | $ | - | $ | - | |
Total assets at fair value | $ | - | $ | - | $ | - | $ | - | |
When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the fiscal periods ended September 30, 2014 and 2013, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels. | |||||||||
Earnings per Common Share: We compute net income (loss) per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. | |||||||||
On September 20, 2013 we declared a forward split of our common stock. The formula provided that every one (1) issued and outstanding shares of common stock of the Corporation be automatically split into ten (10) shares of common stock. The forward stock split was effective September 20, 2013 for holders of record as of that date. Except as otherwise noted, all share, option and warrant numbers have been restated to give retroactive effect to this split. All per share disclosures retroactively reflect shares outstanding or issuable as though the forward split had occurred at inception, February 12, 2010. | |||||||||
Income Taxes: We have adopted ASC 740, Accounting for Income Taxes. Pursuant to ASC 740, we are required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. | |||||||||
We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. | |||||||||
Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate. | |||||||||
In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be. | |||||||||
ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. | |||||||||
Uncertain Tax Positions | |||||||||
The Financial Accounting Standards Board issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109, Accounting for Income Taxes" ("FIN No. 48") which was effective for the Company on January 1, 2007. FIN No. 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN No. 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN No. 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements. | |||||||||
Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2008. We are not under examination by any jurisdiction for any tax year. At December 31, 2013 we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FIN 48. | |||||||||
Recent Accounting Pronouncements | |||||||||
In July 2013, FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company's Consolidated Financial Statements. | |||||||||
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013002, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to: | |||||||||
- Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and | |||||||||
- Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense. | |||||||||
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013002 is not expected to have a material impact on our financial position or results of operations. | |||||||||
In January 2013, the FASB issued ASU No. 2013001, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011011. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011011 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011011, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013001 is not expected to have a material impact on our financial position or results of operations. | |||||||||
Management does not anticipate that the adoption of these standards will have a material impact on the financial statements. | |||||||||
The Financial Statements presented herein have been prepared by us in accordance with the accounting policies described in our December 31, 2013 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 and nine-month periods ended September 30, 2014 and 2013. 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. |
2_Stockholders_Equity
2. Stockholders' Equity | 9 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
2. Stockholders' Equity | ' |
2. Stockholders' Equity | |
Common Stock Split | |
On September 20, 2013 we declared a forward split of our common stock. The formula provided that every one (1) issued and outstanding shares of common stock of the Corporation be automatically split into ten (10) shares of common stock. The forward stock split was effective September 20, 2013 for holders of record as of that date. Except as otherwise noted, all share, option and warrant numbers have been restated to give retroactive effect to this split. All per share disclosures retroactively reflect shares outstanding or issuable as though the forward split had occurred at inception, February 12, 2010. | |
Current 2014 Reporting Period: | |
During the quarter ended June 30, 2014 we issued 250,000 shares of our common stock in valued at $0.13 or $32,500 as consideration for services. | |
Historical Activity Prior to 2014: | |
During the year ended December 31, 2013 we issued 20,000,000 shares of our common stock in exchange for $60,000. The shares were sold for $0.003 per share to seven individuals. We also issued 60,000,000 shares valued at $0.003 or $180,000 as consideration for the purchase of equipment. | |
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 with 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. |
3_Related_Party_Transactions_N
3. Related Party Transactions Not Disclosed Elsewhere | 9 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
3. Related Party Transactions Not Disclosed Elsewhere | ' |
3. Related Party Transactions Not Disclosed Elsewhere | |
Due Related Parties: Amounts due related parties consist of corporate reinstatement and regulatory compliance expenses paid directly by various directors and shareholders of the company. Such items totaled $78,672. The advances were not formalized by a written agreement and do not carry a specific date of payment and are non-interest bearing. The advances were forgiven in 2013 and reflected as additional paid-in capital. |
4_Convertible_Notes
4. Convertible Notes | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Notes | ' | ||||
4. Convertible Notes | ' | ||||
4. Convertible Notes | |||||
Current 2014 Reporting Period: | |||||
During 2014 the Company signed five unsecured promissory notes with unrelated parties for an aggregate of $65,000. The notes bear interest at12% per annum and are due approximately one year from the date of issuance. The notes have a conversion right that allows the holder of each note to convert the principal balance into the Company's common stock at the lender's sole discretion at $0.03 per share. | |||||
In accordance with ASC 470, the Company has analyzed the beneficial nature of the conversion terms and determined that a beneficial conversion feature (BCF) exists because the effective conversion price was less than the quoted market price at the time of the issuance. The Company calculated the value of the BCF using the intrinsic method as stipulated in ASC 470. The BCF of $65,000 has been recorded as a discount to the notes payable and to Additional Paid-in Capital. | |||||
Historical Activity Prior to 2014: | |||||
During 2013 the Company signed four unsecured promissory notes with unrelated parties for an aggregate of $20,000. The notes bear interest at12% per annum and are due approximately one year from the date of issuance. The notes have a conversion right that allows the holder of each note to convert the principal balance into the Company's common stock at the lender's sole discretion at $0.03 per share. | |||||
In accordance with ASC 470, the Company has analyzed the beneficial nature of the conversion terms and determined that a beneficial conversion feature (BCF) exists because the effective conversion price was less than the quoted market price at the time of the issuance. The Company calculated the value of the BCF using the intrinsic method as stipulated in ASC 470. The BCF of $20,000 has been recorded as a discount to the notes payable and to Additional Paid-in Capital. | |||||
For the period ended September 30, 2014 the Company has recognized $3,638 in accrued interest expense related to the convertible notes and has amortized $30,312 of the beneficial conversion feature which has also been recorded as interest expense. The carrying value of convertible note is as follows: | |||||
30-Sep-14 | 31-Dec-13 | ||||
Face amount of the notes | $ | 85,000 | $ | 20,000 | |
Less unamortized discount | $ | -28,961 | $ | -14,589 | |
Carrying value | $ | 56,039 | $ | 5,415,411 |
5_Future_Commitment
5. Future Commitment | 9 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
5. Future Commitment | ' |
5. Future Commitment | |
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. |
6_Impairment_of_Equipment
6. Impairment of Equipment | 9 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
6. Impairment of Equipment | ' |
6. Impairment of Equipment | |
On May 15, 2013, the Company acquired equipment through payment of $30,000 in cash and the issuance of 60,000,000 shares of common stock valued by the company at $180,000. The shares of restricted common stock were valued at the most recent third party sales of the Company's common stock. At the time of the equipment was acquired, the machine was not in working order. As of September 30, 2014, the machine has not yet been in working order and no estimated timeline has been established for this to occur. The Company intends to use the machine in the future for development of its solar panel technology. However, as a result of not having any concrete plan in place to put the machine a working order, and given the circumstances the equipment was impaired at December 31, 2013. |
7_Development_Stage_Activities
7. Development Stage Activities and Going Concern | 9 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
7. Development Stage Activities and Going Concern | ' |
7. Development Stage Activities and Going Concern | |
The Company is currently in the development stage and has limited operations. 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, 2014, the cash resources of the Company were insufficient to meet its current business plan. 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. |
8_Subsequent_Events
8. Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
8. Subsequent Events | ' |
8. Subsequent Events | |
There were no material subsequent events following the period ended September 30, 2014 and throughout the date of the filing of Form 10-Q. |
1_The_Company_and_Significant_1
1. The Company and Significant Accounting Policies: Use of Estimates, Policy (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Policies | ' |
Use of Estimates, Policy | ' |
Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. |
1_The_Company_and_Significant_2
1. The Company and Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Policies | ' |
Cash and Cash Equivalents, Policy | ' |
Cash and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. There were no cash equivalents as of September 30, 2014 and December 31, 2013. |
1_The_Company_and_Significant_3
1. The Company and Significant Accounting Policies: Property and Equipment, Policy (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Policies | ' |
Property and Equipment, Policy | ' |
Property and Equipment: New property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place. |
1_The_Company_and_Significant_4
1. The Company and Significant Accounting Policies: Valuation of Long-Lived Assets, Policy (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Policies | ' |
Valuation of Long-Lived Assets, Policy | ' |
Valuation of Long-Lived Assets: We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. |
1_The_Company_and_Significant_5
1. The Company and Significant Accounting Policies: Stock Based Compensation, Policy (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Policies | ' |
Stock Based Compensation, Policy | ' |
Stock Based Compensation: Stock-based awards are accounted for using the fair value method in accordance with ASC 718, Share-Based Payments. Our primary type of share-based compensation consists of stock options. We use the Black-Scholes option pricing model in valuing options. The inputs for the valuation analysis of the options include the market value of the Company's common stock, the estimated volatility of the Company's common stock, the exercise price of the warrants and the risk free interest rate. |
1_The_Company_and_Significant_6
1. The Company and Significant Accounting Policies: Accounting For Obligations And Instruments Potentially to Be Settled in The Company's Own Stock, Policy (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Policies | ' |
Accounting For Obligations And Instruments Potentially to Be Settled in The Company's Own Stock, Policy | ' |
Accounting For Obligations And Instruments Potentially To Be Settled In The Company's Own Stock: We account for obligations and instruments potentially to be settled in the Company's stock in accordance with FASB ASC 815, Accounting for Derivative Financial Instruments. This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Company's own stock. |
1_The_Company_and_Significant_7
1. The Company and Significant Accounting Policies: Fair Value of Financial Instruments, Policy (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Policies | ' |
Fair Value of Financial Instruments, Policy | ' |
Fair Value of Financial Instruments: FASB ASC 825, "Financial Instruments," requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At September 30, 2014 and December 31, 2013, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates. |
1_The_Company_and_Significant_8
1. The Company and Significant Accounting Policies: Fair Value Measurement, Policy (Policies) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Policies | ' | ||||||||
Fair Value Measurement, Policy | ' | ||||||||
Fair Value Measurements: The Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs which prioritize the inputs used in measuring fair value are: | |||||||||
Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. | |||||||||
Level 2: Inputs to the valuation methodology include: | |||||||||
- Quoted prices for similar assets or liabilities in active markets; - Quoted prices for identical or similar assets or liabilities in inactive markets; - Inputs other than quoted prices that are observable for the asset or liability; - Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. | |||||||||
Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. | |||||||||
The assets or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following table presents assets that were measured and recognize at fair value on September 30, 2014 and December 31, 2013 and the year periods ended on a recurring basis: | |||||||||
Fair Value Measurements at September 30, 2014 | |||||||||
Quoted Prices in Active | Significant Other | Significant | |||||||
Markets for Identical Assets | Observable Inputs | Unobservable Inputs | |||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||
None | $ | - | $ | - | $ | - | $ | - | |
Total assets at fair value | $ | - | $ | - | $ | - | $ | - | |
Fair Value Measurements at December 31, 2013 | |||||||||
Quoted Prices in Active | Significant Other | Significant | |||||||
Markets for Identical Assets | Observable Inputs | Unobservable Inputs | |||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||
None | $ | - | $ | - | $ | - | $ | - | |
Total assets at fair value | $ | - | $ | - | $ | - | $ | - | |
When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the fiscal periods ended September 30, 2014 and 2013, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels. |
1_The_Company_and_Significant_9
1. The Company and Significant Accounting Policies: Earnings Per Common Share, Policy (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Policies | ' |
Earnings Per Common Share, Policy | ' |
Earnings per Common Share: We compute net income (loss) per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. | |
On September 20, 2013 we declared a forward split of our common stock. The formula provided that every one (1) issued and outstanding shares of common stock of the Corporation be automatically split into ten (10) shares of common stock. The forward stock split was effective September 20, 2013 for holders of record as of that date. Except as otherwise noted, all share, option and warrant numbers have been restated to give retroactive effect to this split. All per share disclosures retroactively reflect shares outstanding or issuable as though the forward split had occurred at inception, February 12, 2010. |
Recovered_Sheet1
1. The Company and Significant Accounting Policies: Income Taxes, Policy (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Policies | ' |
Income Taxes, Policy | ' |
Income Taxes: We have adopted ASC 740, Accounting for Income Taxes. Pursuant to ASC 740, we are required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. | |
We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. | |
Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate. | |
In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be. | |
ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. |
Recovered_Sheet2
1. The Company and Significant Accounting Policies: Fair Value Measurement, Policy: Assets or Liabilities Fair Value Measurement, Valuations as of September 30, 2014 (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Tables/Schedules | ' | ||||||||
Assets or Liabilities Fair Value Measurement, Valuations as of September 30, 2014 | ' | ||||||||
Fair Value Measurements at September 30, 2014 | |||||||||
Quoted Prices in Active | Significant Other | Significant | |||||||
Markets for Identical Assets | Observable Inputs | Unobservable Inputs | |||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||
None | $ | - | $ | - | $ | - | $ | - | |
Total assets at fair value | $ | - | $ | - | $ | - | $ | - |
Recovered_Sheet3
1. The Company and Significant Accounting Policies: Fair Value Measurement, Policy: Assets or Liabilities Fair Value Measurements, Valuations as of December 31, 2013 (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Tables/Schedules | ' | ||||||||
Assets or Liabilities Fair Value Measurements, Valuations as of December 31, 2013 | ' | ||||||||
Fair Value Measurements at December 31, 2013 | |||||||||
Quoted Prices in Active | Significant Other | Significant | |||||||
Markets for Identical Assets | Observable Inputs | Unobservable Inputs | |||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||
None | $ | - | $ | - | $ | - | $ | - | |
Total assets at fair value | $ | - | $ | - | $ | - | $ | - |
4_Convertible_Notes_Beneficial
4. Convertible Notes: Beneficial Conversion Feature Expenses (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Tables/Schedules | ' | ||||
Beneficial Conversion Feature Expenses | ' | ||||
For the period ended September 30, 2014 the Company has recognized $3,638 in accrued interest expense related to the convertible notes and has amortized $30,312 of the beneficial conversion feature which has also been recorded as interest expense. The carrying value of convertible note is as follows: | |||||
30-Sep-14 | 31-Dec-13 | ||||
Face amount of the notes | $ | 85,000 | $ | 20,000 | |
Less unamortized discount | $ | -28,961 | $ | -14,589 | |
Carrying value | $ | 56,039 | $ | 5,415,411 |