UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 For the fiscal
year period ended: February 29, 2008
[ ] Transition report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 For the
transition period from _______ to _________
Commission file number: 000-52735
---------
PHOTOVOLTAIC SOLAR CELLS, INC.
---------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 20-8753132
------------------------------ ---------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4115 Bandy Blvd., Unit A-7, Ft Pierce, Florida 34981
- ---------------------------------------------- --------
(Address of principal executive offices) (Zip Code)
727-735-7832
-------------------------
(Issuer's telephone number)
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
--- ---
The number of shares of common stock, $.0001 par value,
outstanding as of April 10, 2008 is 4,915,000.
The aggregate market value of the common voting equity held by
non-affiliates (365,000 Shares) computed by reference to the
price at which the common equity last sold ($1.50) on April 29,
2008 is: $547,500.
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
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 [X]
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes No X
--- ---
DOCUMENTS INCORPORATED BY REFERENCE: None
TABLE OF CONTENTS
Part I. Page
Item 1. Description of Business 4
(a) Business Development
1. Formation
(b) Business of Issuer
1. Principal Products and Services
2. Market
3. New Products or Services
4. Competition
5. Sources of Supply
6. Major Customers
7. Patents, Trademarks, Licenses, etc.
8-9. Government Regulation and Approval
10. Research and Development
11. Environmental Compliance
12. Employees
(c) Reports to Shareholders
Item 2. Properties 6
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a vote of Security Holders 6
Part II
Item 5. Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities. 7
Item 6. Selected Financial Data. 7
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 8
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk. 8
Item 8. Financial Statements and Supplementary Data. 9 - 20
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosures. 21
Item 9A. Controls and Procedures. 21
Item 9A (T). Controls and Procedures. 21
Item 9B. Other Information. 21
Part III
Item 10. Directors, Executive Officers and Corporate Governance. 22
Item 11. Executive Compensation. 23
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters. 23
Item 13. Certain Relationships and Related Transactions, and
Director Independence. 24
Item 14. Principal Accounting Fees and Services. 24
Part IV
Item 15. Exhibits, Financial Statement Schedules. 25
2
Part I
Disclosure Regarding Forward-Looking Statements and Future Prospects
Certain statements made in this Annual Report on Form 10-K, or
made by us in other reports, filings with the Securities and
Exchange Commission, press releases, conferences or otherwise,
are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. The forward-
looking statements include, without limitation, any statement
that may predict, forecast, indicate or imply future results,
performance or achievements, and may contain the words "believe,"
"anticipate," "expect," "estimate," "project," "will be," "will
continue," "will likely result," "plan," or words or phrases of
similar meaning.
Forward-looking statements involve risks, uncertainties or other
factors which may cause actual results to differ materially from
the future results, performance or achievements expressed or
implied by the forward-looking statements. These statements are
based on our management's beliefs and assumptions, which in turn
are based on currently available information. Certain risks,
uncertainties or other important factors are detailed in this
Annual Report on Form 10-K and may be detailed from time to time
in other reports we file with the Securities and Exchange
Commission, including on Forms 8-K and 10-Q.
Examples of forward looking statements in this Annual Report on
Form 10-K include, but are not limited to, our expectations
regarding our ability to generate operating cash flows and to
fund our working capital and capital expenditure requirements.
Important assumptions relating to the forward-looking statements
include, among others, assumptions regarding demand for our
products, pricing levels, the timing and cost of capital
expenditures, competitive conditions and general economic
conditions. These assumptions could prove inaccurate. Although we
believe that the estimates and projections reflected in the
forward-looking statements are reasonable, our expectations may
prove to be incorrect. Important factors that could cause actual
results to differ materially from the results and events
anticipated or implied by such forward-looking statements
include:
* the risks of a development stage company;
* the availability of additional capital to finance our
development;
* our dependence on management and need to recruit
additional personnel;
* the limited trading market for our Common Stock;
* advances by our competitors; and
* other risks, including those described in "Risk
Factors" beginning on page 4 and from time to time
in our other Securities and Exchange Commission filings.
We operate in a very competitive and rapidly changing
environment. New risks emerge from time to time. It is not
possible for us to predict all of those risks, nor can we assess
the impact of all of those risks on our business or the extent to
which any factor may cause actual results to differ materially
from those contained in any forward-looking statement. We believe
these forward-looking statements are reasonable. However, you
should not place undue reliance on any forward-looking
statements, which are based on current expectations. Further,
forward-looking statements speak only as of the date they are
made, and unless required by law, we expressly disclaim any
obligation or undertaking to update publicly any of them in light
of new information or future events.
3
In this Annual Report on Form 10-K, the words "Company," "the
Company," "us", "we" and "our" refer to Photovoltaic Solar Cells,
Inc., a Nevada corporation, unless the context requires
otherwise. References herein to the "Securities Act" shall mean
"The Securities Act of 1933, as amended"; references herein to
the "Exchange Act" shall mean the "Securities Exchange Act of
1934, as amended".
Item 1. Business.
General
- -------
Photovoltaic Solar Cells, Inc. was incorporated on March 28, 2007
under the laws of the State of Nevada. Our company was formed for
purposes of producing and marketing an inexpensive solar cell
that can be advertised, marketed and sold primarily through a
proprietary Internet website; with the finished product then
shipped by overnight carrier without breakage, and assembled into
solar panels either at the job site or in job shops around the
world. Solar cells are semiconductor devices that convert
sunlight into electricity and form the building block for all
solar electric power products. On April 30, 2007 we acquired the
patent rights to a proprietary process and design (the "Process
and Design") from Lawrence F. Curtin, our founder, who is
Chairman of our Board of Directors and is our President.
Additionally, Mr. Curtin has further developed the roll coater
patent to work under atmospheric condition without requiring a
vacuum chamber. We have worked with a number of materials in this
process including cadmium telluride, dye doped titanium dioxide,
selenium and silicon/graphite combination. We expect to only use
silicon and graphite (sheets of graphene) in our manufacturing of
- --------------------
solar cells. We anticipate filing patents on our various chemical
blends, as well as their method of manufacture; and on the
proprietary roll-to-roll process to make solar cell material and
solar cells. We believe that the Process and Design have certain
advantages over other current technologies used for the
manufacture of solar cells. These advantages include the
following:
* Faster and less expensive manufacturing process using
less expensive raw materials.
* The raw materials used are non-toxic.
* The materials used have a long history of reliability.
* The production of finished solar cells that are
lighter, and are less susceptible to damage during
shipping, which results in lower shipping costs.
* The productions of finished solar cells that have
lower installation costs and are less susceptible
to theft.
We are in a developmental stage and have not yet commenced full-
scale sales, marketing and production activities. Once commercial
production commences, our solar cells will be marketed and sold
as a commodity for incorporation into applications and panels
developed by original equipment manufacturers ("O.E.M.'s"), other
companies or individuals. (Panels are assemblies of solar cells
connected together and encapsulated in a weatherproof package.)
We have no intention to develop applications, or panels for our
solar cells at any time in the foreseeable future.
Plan of Operation
The following matters constitute our primary immediate
objectives:
4
1. Raise sufficient capital to enable us to complete
the construction of our proprietary production
equipment, and to attain a level of adequate working
capital, although there can be no assurance that we
will be successful in doing so;
2. Complete construction of our equipment, which we
expect will be completed during the second quarter of
fiscal 2009, although there can be no assurance that we
will be able to construct our equipment in this time
frame;
3. Procure an initial stock of raw materials, commence
commercial production of our solar cells, and build up
an inventory of finished solar cells; and
4. Continually engage in marketing effort, primarily
focused on selling on Internet by means of Web listings.
Patents and Trademarks.
- ----------------------
In February, 2008 Lawrence F. Curtin, our founder, Chairman and
President, filed a Trademark application with the U. S. Patent
and Trademark Office for the intent-to-use "MATRIX SOLAR CELL" in
association with our electrostatic solar cell printing process.
This Process and Design was developed and patented (U.S. Patent
No. 6,380,477 B1 dated April 30, 2002, "Method of Making
Photovoltaic Device") by Lawrence F. Curtin and was assigned to
us in April 2007. The Trademark application was assigned to us in
February 2008 in exchange for our assuming the obligation to pay
to Mr. Curtin the $1,025 cost he incurred in the filing of the
Trademark Assignment with the US Patent and Trademark Office.
We intend to decide on a case-by-case basis, whether and in what
countries we will file foreign counterparts of our current and
any future U.S. patents and trademarks. Our policy will be to
protect our technologies by filing patent applications with
respect to technology considered important to business
development.
In February 2008 Lawrence F. Curtin and Zechariah Krogen-Curtin
owners of the following described patent applications, assigned
all of their rights, title and interests to the Company in
exchange for the nominal consideration of $80; we also paid
$7,900 directly in legal and filing costs with regard to the PCT
Application as described below:
The following are the Five Patent Applications that have been
assigned to us by Messrs Curtin:
Description
-----------
1. "SOLAR CELL WINDOW LAYER."
2. "NANOCRYSTALLINE SILICON SOLAR CELL MATERIAL."
3. "METHOD OF MANUFACTURING A PHOTOVOLTAIC SOLAR CELL SO THAT
THE PHOTOVOLTAIC SOLAR CELL PRODUCES BETWEEN 2 TIMES AND 2
1/2 TIMES ITS MATERIAL'S OUTPUT WITH LITTLE INCREASE IN COST."
4. "METHOD OF CREATING A BAND GAP IN ELECTRONICLLY CONDUCTIVE
GRAPHITE, GRAPHENE, CARBON NANO TUBES OR BUCKEYEBALLS."
5. An Application pursuant to the INTERNATIONAL PATENT
COOPERATION TREATY ("PCT") based upon the provisional patent,
#3 listed and described hereinabove.
Protecting Intellectual Property.
- ----------------------------------
We intend that all future employees and consultants will
generally be required to sign confidential information non-
disclosure agreements upon the commencement of their employment
with us. Our non-disclosure agreements will provide that all
confidential information developed or made known to the
individual during the Course
5
of the individual's relationship with us is to be kept
confidential and not disclosed to third parties except in
specific circumstances. These agreements will provide that all
inventions made by the individual shall be our exclusive
property. However, these agreements may not provide meaningful
protection for our trade secrets or adequate remedies in the
event of unauthorized use or disclosure of such information.
Competition.
- -----------
In addition to our rights in the foregoing patent, we also expect
that we will rely upon unpatented know-how and continuing
technological innovation to develop and maintain our competitive
position. We expect that our success and ability to compete will
significantly depend on the proprietary process and design we
will use in connection with the manufacture of our solar cells.
Government Regulation.
- ---------------------
Although we initially planned that certain components of our
products would contain Selenium (Se), the use of which is subject
to environmental regulations. We have since changed from selenium
to environmentally friendly materials - Silicon/graphite. We are
licensed in St. Lucie County, Florida to operate a laboratory
using crystal material. Silicon is a crystalline material. Future
environmental regulations could impact the manufacture and sale
of solar cells and could require us to make unforeseen
environmental expenditures. Everything we currently use or expect
to use in our manufacturing process is environmentally
compatible.
Reports to Security Holders.
- ---------------------------
All reports which we are required to file under the Securities
Act and the Exchange will be filed and we anticipate will be
available on our own website: www.photovoltaicsolarcells.com. as
------------------------------
well as the SEC's website (www.sec.gov) and will be available at
the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, DC 20549. The public may obtain information regarding
operation of the Public Reference Room by calling 1 800-SEC-0330.
Item 2. Properties.
We presently have the use of approximately 1,800 sq. ft. of
office and manufacturing facilities located at 4115 Bandy Blvd.,
Unit A-7, Ft Pierce, Florida 34981. Lawrence F. Curtin, our
Chairman and President provided these facilities to us at no cost
from our inception through fiscal year ending February 29, 2008.
Pursuant to a Letter Agreement, effective March 1, 2008, we will
be paying to Mr. Curtin a monthly rent of $2,000 (which sum
includes all utilities). The agreement is for one year and unless
given 30 days notice, it shall be automatically renewed for a
like period. The arrangement may terminate at any time upon
mutual consent. Mr. Curtin also uses these offices and facilities
to conduct a non-competing business entity that he owns. If our
business develops as planned, we most likely will seek
alternative or additional facilities, which we believe are
readily obtainable.
Item 3. Legal Proceedings
There are no legal actions presently or pending by or against the
Company. We know of no claims or threatened action.
Item 4. Submission of Matters to a vote of Security Holders.
During the fourth quarter of our fiscal year ending February 29,
2008, (December 1, 2007 through February 29, 2008), there were
no matters submitted to a vote of our security holders.
6
Part II
Item 5. Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of
Equity Securities.
Trading Market. The first market transaction for our Common
- ---------------
shares was made on February 13, 2008 when 500 shares were traded
at the price of $1.80. Our shares are traded under the symbol
PVSO on the Electronic trading board operated as the "Pink
Sheets" and have been accepted for trading on the Frankfurt
Exchange (Germany) under the symbol "3PH"; the initial U.S.
trading market quote was Bid 1.50, Ask 2.00. Minimal trading of
1,600 shares occurred through February 29, 2008. Set forth below
is the range of high and low information for our common stock as
traded during fiscal 2008. This information regarding trading
represents prices between dealers and does not reflect retail
mark-up or markdown or commissions, and may not necessarily
represent actual market transactions.
FISCAL PERIOD HIGH LOW
- --------------------------------------------------- ----- -----
2008:
First quarter (March 28 (inception) - May 31, 2007) $ - $ -
Second quarter (June 1 - August 31, 2007) - -
Third quarter (September 1 - November 30, 2007) - -
Fourth quarter (December 1, 2007 - February 29, 2008) 2.00 1.50
Future public sales of unregistered shares of our common stock
will only be permissible pursuant to appropriate exemptions from
registration, or providing that such shares offered for sale are
covered by an effective registration statement; or in compliance
with Rule 144 under the Act.
Holders.
- -------
Presently there are approximately 24 holders of record of our
common stock. Out of an aggregate of Four Million Nine Hundred
and Fifteen (4,915,000) issued and outstanding shares, Six
Hundred and Fifteen Thousand (615,000) were registered pursuant
to our SB-2 Registration Statement, declared effective as of July
23, 2007 by the Securities and Exchange Commission and
incorporated herein by reference. 4,300,000 of the outstanding
shares are unregistered, including 3,800,000 shares held by
PVSO's officers and directors.
Securities Authorized for Issuance Under Equity Compensation Plans.
- ------------------------------------------------------------------
We have no equity compensation plans.
Cash Dividends. We have not paid any cash dividends to date, and
- --------------
have no plans to do so in the immediate future.
Item 6. Selected Financial Data.
N/A
7
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Until such time as our level of working capital, whether through
investor funding or revenues from operation, will allow us to
hire production employees, two of our executive officers are
personally operating our manufacturing equipment; they also will
have make sure that all orders are fulfilled after commercial
production of our solar cells commences. As our level of sales
increases and requires enhanced production, we shall hire and
train production employees as needed to operate our manufacturing
equipment. We do not expect any difficulty or lengthy delay in
the hiring and training of employees and or procuring an initial
stock of raw materials. We anticipate that as our sales grow we
will have to increase production capability by constructing
additional custom designed tools and manufacturing equipment. We
expect that the initial employee we hire will oversee the
operation of our manufacturing equipment and will also be able to
operate more than one additional main production tools.
We are continually performing research and development and will
conduct the ongoing testing of our equipment during the construct
process. We do not expect to purchase or sell any manufacturing
facilities, machinery or significant equipment, other than our
proposed custom-made manufacturing equipment and initial
supplies, which we expect, will cost approximately $246,000.
Presently we have the equipment that is required to formulate and
produce the chemical blends we use. At this time we do not
anticipate any significant increase in our number of employees.
Liquidity and Capital Resources.
- -------------------------------
We have improved our working capital position by the sale in 2007
of 615,000 common shares at $0.20 per share, for gross proceeds
of $123,000 in our July 23, 2007 initial public offering. We have
applied all of the proceeds (in cash and/or by an acceptable
alternative) of that share Offering (SEC File #333-144377) as
follows:
Accounting and auditing fees.................$ 13,500
Officers compensation........................ 12,000
Transfer agent fees.......................... 2,900
Office and Travel expenses................... 4,700
Machinery.................................... 77,000
Patent Applications ......................... 7,900
Deposit on Equipment. ....................... 5,000
----------
Total Proceeds Applied $ 123,000
==========
We believe that although these funds were not sufficient to
complete our plan of operation, they were enough to allow us to
begin construction of the machinery we require for the
manufacture of the solar cells based on our proprietary
technology. We anticipate continuing our efforts to procure
additional working capital to fund our operations until we are
able to generate a cash flow from operations to finance our
operations. There can be no assurance that we will be able to
procure funds sufficient for such purpose. If operating
difficulties or other factors (many of which are beyond our
control) delay our realization of revenues or cash flows from
operations, we may be limited in our ability to pursue our
business plan. Moreover, if our resources or cash flows do not
satisfy our operational needs or if unexpected expenses arise due
to unanticipated pressures or if we decide to expand our business
plan beyond its currently anticipated level or otherwise, we will
8
require additional financing to fund our operations, in addition
to anticipated cash generated from our operations. Additional
financing might not be available on terms favorable to us, or at
all. If adequate funds were not available or were not available
on acceptable terms, our ability to fund our operations, take
advantage of unanticipated opportunities, develop or enhance our
business or otherwise respond to competitive pressures would be
significantly limited. In a worse case scenario, we might not be
able to fund our operations or to remain in business, which could
result in a total loss of our stockholders' investment. If we
raise additional funds through the issuance of equity or
convertible debt securities, the percentage ownership of our
stockholders would be reduced, and these newly issued securities
might have rights, preferences or privileges senior to those of
existing stockholders.
Critical Accounting Policies
- ----------------------------
The Securities and Exchange Commission issued Financial Reporting
Release No. 60, "Cautionary Advice Regarding Disclosure About
Critical Accounting Policies" suggesting that companies provide
additional disclosure and commentary on their most critical
accounting policies. In Financial Reporting Release No. 60, the
Securities and Exchange Commission has defined the most critical
accounting policies as the ones that are most important to the
portrayal of a company's financial condition and operating
results, and require management to make its most difficult and
subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain. Based on this
definition, we have identified the following significant policies
as critical to the understanding of our condensed financial
statements. The preparation of our condensed financial statements
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the condensed
financial statements and the reported amounts of expenses during
the reporting periods. Areas where significant estimation
judgments are made and where actual results could differ
materially from these estimates are the carrying amount of our
patent.
We believe the following is among the most critical accounting
policies that impact our financial statements:
We evaluate impairment of our long-lived assets by
applying the provisions of SFAS No. 144. In applying
those provisions, we have not recognized any impairment
charge on our long-lived assets during the period from
March 28, 2007 (inception) through February 29, 2008.
We suggest that our significant accounting policies, as described
in our financial statements in the Summary of Significant
Accounting Policies and Organization, be read in conjunction with
this Management's Discussion and Plan of Operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
We do not presently, nor do we intend in the future to engage in
buying, selling or positioning any market risk sensitive
instruments.
9
Item 8. Financial Statements and Supplementary Data.
PHOTOVOLTAIC SOLAR CELLS, INC.
PERIOD ENDED FEBRUARY 29, 2008
INDEX
FINANCIAL STATEMENTS Page
----
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM F - 2
BALANCE SHEET AS OF FEBRUARY 29, 2008 F - 3
STATEMENT OF OPERATIONS FOR THE PERIOD FROM
MARCH 28, 2007 (INCEPTION) THROUGH FEBRUARY 29, 2008 F - 4
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM MARCH 28, 2007 (INCEPTION)
THROUGH FEBRUARY 29, 2008 F - 5
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM
MARCH 28, 2007 (INCEPTION) THROUGH FEBRUARY 29, 2008 F - 6
NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 29, 2008 F - 7
F - 1
10
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Photovoltaic Solar Cells, Inc.
We have audited the accompanying balance sheet of Photovoltaic
Solar Cells, Inc. ("the Company") (a development stage company)
as of February 29, 2008, and the related statements of
operations, changes in stockholders' equity, and cash flows for
the period from March 28, 2007 (inception) to February 29, 2008.
These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included
consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the company's internal control over
financial reporting. Accordingly, we express no such opinion. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Photovoltaic Solar Cells, Inc. (a development stage company)
as of February 29, 2008, and the results of its operations and
its cash flows for the period from March 28, 2007 (inception) to
February 29, 2008 in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 1 to the financial statements, the Company's lack of
revenues, limited assets and loss from operations during the
development stage raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans are
described in Note 1 to the financial statements. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/ Berkovits & Company, LLP
- --------------------------------
Berkovits & Company, LLP
Ft. Lauderdale, Florida
April 25, 2008
F - 2
11
PHOTOVOLTAIC SOLAR CELLS, INC.
(A Development Stage Company)
Balance Sheet
February 29, 2008
ASSETS
------
CURRENT ASSETS
Cash in Bank $ 71,414
Prepaid Insurance 1,896
Prepaid Services 120,000
Deposit on Equipment 5,000
-----------
TOTAL CURRENT ASSETS 198,310
-----------
OTHER ASSETS
Equipment Under Construction 173,015
Intangible Assets 64,895
-----------
237,910
-----------
TOTAL ASSETS $ 436,220
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accrued Expenses $ 3,293
Due to Officer 174,087
-----------
TOTAL CURRENT LIABILITIES 177,380
-----------
TOTAL LIABILITIES 177,380
-----------
STOCKHOLDERS' EQUITY
Preferred Stock, $0.0001 Par Value;
10,000,000 shares Authorized; none
issued and outstanding -
Common Stock, $0.0001 Par Value;
50,000,000 shares Authorized;
4,915,000 shares Issued and Outstanding 492
Additional Paid in Capital 373,678
Deficit Accumulated During the
Development Stage (115,330)
-----------
TOTAL STOCKHOLDERS' EQUITY 258,840
TOTAL LIABILITIES AND -----------
STOCKHOLDERS' EQUITY $ 436,220
===========
The accompanying notes are an integral part of these financial statements.
F - 3
12
PHOTOVOLTAIC SOLAR CELLS, INC.
(A Development Stage Company)
Statement of Operations
For the Period
from March 28, 2007
(inception) through
February 29, 2008
-----------------
REVENUES $ -
-----------
EXPENSES
General & Administrative 115,330
-----------
Total expenses 115,330
-----------
NET LOSS $ (115,330)
===========
Net loss per share $ ( 0.03)
===========
Weighted average number of shares
outstanding - basic and diluted $ 3,739,176
===========
The accompanying notes are an integral part of these financial statements.
F - 4
13
PHOTOVOLTAIC SOLAR CELLS, INC.
(A Development Stage Company)
Statement of Changes In Stockholders' Equity
For the period from March 28, 2007 (inception) through February 29, 2008
Deficit
Accumulated
Additional During Total
Preferred Stock Common Stock Paid-In Development Stockholders'
----------------- ------------
Shares Amount Shares Amount Capital Stage Equity
------- ------ --------- ------ -------- ------- --------
Common stock
issued for
patent and
cash at $0.018
per share - $ - 3,100,000 $ 310 $ 55,860 - $ 56,170
Common stock
sold for cash
at $0.10
per share - - 100,000 10 9,990 - 10,000
Common stock
issued for
professional
fees at $0.01
per share - - 850,000 85 8,415 - 8,500
Common stock
sold for cash
at $0.20 per share - - 615,000 62 122,938 - 123,000
Shares issued
at $0.01 per
share cancelled
by board of
directors - - (350,000) (35) (3,465) - (3,500)
Shares issued
in exchange for
equity investment - - 600,000 60 179,940 - 180,000
Net Loss - for the
period March 28,
2007 (inception)
through February
29, 2008 - - - - - (115,330) (115,330)
------- ------ --------- ------ -------- ------- --------
Balance 02-29-08 - $ - 4,915,000 $ 492 $373,678 ($115,330) $258,840
======= ====== ========= ====== ======== ======== ========
The accompanying notes are an integral part of these financial statements.
F - 5
14
PHOTOVOLTAIC SOLAR CELLS, INC.
(A Development Stage Company)
Statement Of Cash Flows
For the Period
From March 28, 2007
(Inception) through
February 29, 2008
-----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (115,330)
Adjustments to reconcile net loss to net cash
used in operating activities:
Non cash operating activities:
Issuance of equity investments for services 60,000
Expenses paid by Officer 15,085
Stock issued for professional services 5,000
Changes in operating assets and liabilities:
Increase in deposit on equipment (5,000)
Increase in accrued expense 3,293
-----------
Net cash used in operating activities (36,952)
-----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment under construction (1,934)
Payments for intangible assets (7,900)
-----------
Net cash used for investing activities (9,834)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of amounts due to officer (15,000)
Sale of common stock 133,200
-----------
Net cash provided by financing activities 118,200
-----------
Net change in cash 71,414
Cash, beginning of period -
-----------
Cash, end of period $ 71,414
===========
NON CASH INVESTING ACTIVITIES:
Common stock issued for patent $ 55,970
===========
Equipment under construction paid for by officer $ 171,081
===========
Prepaid insurance paid by officer $ 1,896
===========
Trademark Application paid by officer $ 1,025
===========
Issuance of equity investments for services $ 180,000
===========
Common stock issued for equity investments $ 180,000
===========
The accompanying notes are an integral part of these financial statements.
F - 6
15
PHOTOVOLTAIC SOLAR CELLS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 29, 2008
Note 1 - Organization and Summary of Significant Accounting Policies
Organization
- ------------
Photovoltaic Solar Cells, Inc. ("we", "us", "our" or "the
Company") was incorporated in the State of Nevada on March 28,
2007 primarily to engage in manufacturing solar cells for use as
an alternative method of producing energy (i.e., electricity).
Nature of Operations
- --------------------
To date the Company has conducted operations limited to
developing our business plan and acquiring one U.S. Patent by an
Assignment - in exchange for common shares. We have also acquired
by Assignment, five New Patent Applications and one Trademark
Application - all for a nominal cash consideration and the
payment of filing fees and legal costs. Additionally in July 2007
we raised equity financing though our initial public offering.
Management is in the process of constructing the manufacturing
"production line" that is required to produce our intended solar
cell product.
Going Concern Issue
- -------------------
We are a development stage company with no current revenue,
limited operations and limited assets. There can be no assurance
that upon implementing our business plan, we will be successful
or that we will start producing sufficient revenues to sustain
our operations. The Company's ability to execute its business
plan will depend on its ability to obtain additional funding and
achieve a profitable level of operations. There can be no
assurance that sufficient funding will be obtained. Nor can the
Company give any assurance that it will generate sufficient
revenues or that its business operations will prove to be
profitable. The foregoing matters raise substantial doubt about
the Company's ability to continue as a going concern.
Cash
- ----
For purposes of balance sheet classification and the statement of
cash flows, the Company considers all highly liquid debt
instruments purchased with a maturity of three months or less and
any certificates of deposit that do not contain material early
withdrawal penalties to be cash equivalents.
Equipment under Construction
- ----------------------------
The equipment under construction is stated at cost and consists
primarily of payments associated with building the equipment that
is required to create its intended solar cell product. We will
begin depreciating the assets once the equipment is in use.
F - 7
16
PHOTOVOLTAIC SOLAR CELLS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 29, 2008
Note 1 - Organization and Summary of Significant Accounting Policies
(continued)
Intangible assets
- -----------------
Intangible assets consist of a Trademark for which an application
has been filed with the U.S. Patent and Trademark Office; one
issued Patent; and five Patent Applications, all recorded at
their acquisition cost as described in Note 2. The issued Patent
has a 17-year life, which expires in 2019, and will be amortized
over the expiration term beginning when the Company commences
revenue-generating operations.
Use of Estimates
- ----------------
These financial statements have been prepared in accordance with
accounting principles generally accepted in the United States
and, accordingly, require management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period.
Net Loss Per Share
- ------------------
The Company follows SFAS No. 128, "Earnings Per Share" in
calculating the basic and diluted loss per share. We compute
basic loss per share by dividing net loss and net loss
attributable to common shareholders by the weighted average
number of common shares outstanding. Diluted loss per share
considers the effect of common equivalent shares. Our diluted
loss per share is the same as the basic loss per share, for the
affect of common equivalent shares would have an anti dilutive
effect.
Fair Value of Financial Instruments
- -----------------------------------
The carrying value of the Company's financial instruments,
including cash and accrued expenses, approximate their fair value
because of their relatively short maturities.
Recent Accounting Pronouncements
- --------------------------------
In February 2007, the Financial FASB issued SFAS No. 159,
"Establishing the Fair Value Option for Financial Assets and
Liabilities ("SFAS No. 159"). SFAS No. 159 was to permit all
entities to choose to elect, at specified election dates, to
measure eligible financial instruments at fair value. An entity
shall report unrealized gains and losses on items for which the
fair value option has been elected in earnings at
each subsequent reporting date, and recognize upfront costs and
fees related to those items in earnings as incurred and
not deferred. SFAS No. 159 applies to fiscal years
beginning after November 15, 2007, with early adoption
permitted for an equity that has also elected to apply the
provisions of SFAS No. 157, "Fair Value Measurements". An entity
is prohibited from retrospectively applying SFAS No. 159, unless
it chooses early adoption. SFAS No. 159 also applies to eligible
items existing at November 15, 2007 (or early adoption date). The
Company is evaluating the potential impact of the adoption of
SFAS No. 159 on the Company's financial statements.
F - 8
17
PHOTOVOLTAIC SOLAR CELLS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 29, 2008
Note 1 - Organization and Summary of Significant Accounting Policies
(continued)
Recent Accounting Pronouncements (Continued)
In September 2006 the FASB issued Statement of Financial
Accounting Standards No. 157 "Fair Value Measurements" (SFAS
157), which provides expanded guidance for using fair value to
measure assets and liabilities. SFAS 157 establishes a hierarchy
for data used to value assets and liabilities, and requires
additional disclosures about the extent to which a
company measures assets and liabilities at fair value, the
information used to measure fair value, and the effect of fair
value measurements on earnings. Implementation of SFAS 157 is
required on December 1, 2007. The Company is evaluating the
potential impact of the adoption of SFAS No. 157 on the Company's
financial statements.
Income Taxes
- ------------
The Company uses the assets and liability method of accounting
for income taxes pursuant to Statement of Financial Accounting
Standards ("SFAS") No. 109 "Accounting for Income Taxes". Under
the assets and liability method of SFAS No. 109, deferred tax
assets and liabilities are recognized for the future tax
consequences attributable to temporary differences between the
financial statements carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.
Note 2 - Intangible Asset - Patents
On April 30, 2007, the major stockholder and President of the
Company assigned to the Company the exclusive title to patent No.
US 6,380,477 related to a photovoltaic cell product and a method
for its manufacture (issued in April 2002 by the United States
Patent and Trademark Office) which patent expires in April 2019.
The patent relates to the design of a photovoltaic device and a
method for its manufacture. The invention facilitates the
manufacture, transportation, and installation of solar cells. The
Company issued 3,100,000 shares of its common stock in exchange
for the exclusive rights to the aforementioned patent. In
February 2008, for $80 as nominal consideration we acquired five
Patent Applications pertaining to solar cell manufacturing that
had been filed by Mr. Curtin and his son, Zechariah Krogen-
Curtin, the co-inventors. In addition, the Company paid $6,700 in
direct legal and filing fees for the Patent Cooperation Treaty
Application ("PCT") that was one of the five Applications
acquired by assignment in February. In exchange for our assuming
payment of the filing fees, and other costs totaling $1,025
Lawrence Curtin also assigned a Trademark Application to the
Company.
Note 3 - Stockholders' Equity
Our certificate of incorporation authorizes the issuance of
50,000,000 shares of common stock, par value $0.0001 as well as
10,000,000 shares of preferred stock par value $0.0001. There
were no shares of preferred stock issued and outstanding as of
February 29, 2008.
F - 9
18
PHOTOVOLTAIC SOLAR CELLS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 29, 2008
Item 3 - Stockholders' Equity (Continued).
In exchange for an aggregate consideration of $71,170, consisting
of $10,200 in cash; ownership of certain U.S. patent rights,
valued at $55,970; and professional services rendered - valued at
$5,000, we issued a total of 3,700,000 shares of our common stock
during the period. Pursuant to our SB-2 Registration Statement we
sold 615,000 shares of Common Stock at the per share price of
$0.20. As explained in Note 5 hereinafter, in January 2008 we
issued 600,000 common shares in exchange for 1,500,000 restricted
shares of an unrelated publicly trading company.
Note 4 - Related Party Transactions
During the period, the Company utilized office space and
manufacturing facilities provided at no cost by its major
stockholder and Chairman.
In addition, Lawrence F. Curtin our major stockholder and
Chairman made certain payments on behalf of the Company and has
agreed to forego reimbursement until such time as our working
capital is sufficient to cover our operations. We anticipate that
our working capital will reach an acceptable level within the
February 28, 2009 fiscal year, and that these cash advances will
be reimbursed without interest. There is no formal written
agreement regarding the terms and conditions by which the Company
is obligated to provide such reimbursement.
Note 5 - Private transaction - Share Exchange with shares of
China Nuvo Solar Energy Inc.
In January, 2008 the Board of Directors authorized the issuance
of an aggregate of Six Hundred Thousand (600,000) previously
unissued common shares to two individuals, one of whom is a
director and officer of the Company, in exchange for the transfer
to the Company of an aggregate of One Million Five Hundred
Thousand (1,500,000) restricted common shares owned by the two
individuals, of China Nuvo Solar Energy, Inc., an unaffiliated
public company whose shares trade on the OTCBB under the symbol
CNUV. Simultaneously with the foregoing authorization, the board
approved the immediate transfer of all of the CNUV shares to four
individuals (our former securities counsel, our current
securities legal counsel, a strategic advisor to the board and a
scientific advisor to management) as consideration for their
individual past or future services. The board authorized these
transactions to relieve the Company from its obligation to
provide compensation to these individuals without negatively
impacting current working capital and the Company's cash
position. All of our common shares issued in this transaction
were issued by us pursuant to 4(2) of the Securities Act, are
not registered under the said Act and were issued by us as
"restricted securities" thereunder.
F - 10
19
PHOTOVOLTAIC SOLAR CELLS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 29, 2008
Note 6 - Income Taxes
Tax effects of temporary differences that give rise to deferred
tax assets at February 29, 2008 are as follows:
Net operating loss carry forwards $ 43,399
Valuation allowance 43,399
-------
Net future tax asset $ -
=======
At February 29, 2008, the Company had losses carried forward
of approximately $43,000 available to reduce future years' income
for U.S. income tax purposes which expire in various years to
2028.
F - 11
20
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosures.
We have not changed auditors or otherwise had any disagreements
with our auditor during the period covered by this Annual Report
on Form 10-K.
ITEM 9A. CONTROLS AND PROCEDURES.
Item 307 (Reg S-K) Disclosure Controls and Procedures.
Item 308 (Reg S-K) Internal Control Over Financial Reporting.
This annual report does not include a report of management's
assessment regarding internal control over financial reporting,
the effectiveness of the registrant's disclosure controls and
procedures or an attestation report of the company's registered
public accounting firm due to a transition period established by
rules of the Securities and Exchange Commission for newly public
companies.
Item 9B. Other Information.
In January, 2008 the Board of Directors authorized the issuance
of an aggregate of Six Hundred Thousand (600,000) previously
unissued common shares to two of our principal shareholders, one
of whom is a director and officer of the Company, in exchange for
the transfer to PVSO of an aggregate of One Million Five Hundred
Thousand (1,500,000) restricted common shares of China Nuvo Solar
Energy, Inc., an unaffiliated public company whose shares trade
on the OTCBB under the symbol CNUV. Simultaneously with the
foregoing authorization, our board approved the immediate
transfer of all of the CNUV shares to four individuals (our
former securities counsel, our current securities legal counsel,
a strategic advisor to the board and a scientific advisor to
PVSO) as consideration for their individual past and future
services to our company. The board authorized these transactions
to provide compensation to these individuals while conserving our
current working capital and cash position. All of the foregoing
transactions were non-public transactions and we believe that the
shares were validly issued, with the proper Notice of
restrictions on transfer - pursuant to the exemption from
registration provided by 4(2) of the Securities Act.
21
Part III
Item 10. Directors, Executive Officers and Corporate Governance.
Our directors and executive officers are listed below with
information about their respective backgrounds:
Name Age Positions
- ------------------------------------------------------------------
Lawrence F. Curtin 65 Chairman, Chief Executive Officer
and President
Harvey Judkowitz 63 Director and Treasurer
Zechariah Krogen-Curtin 22 Director and Secretary
Lawrence F. Curtin is the founder of the Company and has served
as Chairman of the Board of Directors, CEO and President since
our inception. He was first introduced to the Science of
Photovoltaics in 1957 while at the United Nations Solar Energy
Center in Cairo, Egypt. In 1980 he founded a Florida company,
Photovoltaics, Inc., which built photovoltaic lighting systems
for the outdoor advertising industry. His partner in this venture
was Crouse Hinds Lighting. Crouse Hinds Lighting was the second
largest lighting company in the United States at that time. He
sold his interest in 1985.
In 1997 Mr. Curtin created a paint process to paint solar cells
onto an existing surface. The University of Miami Chemistry
Department gave him lab facilities and two graduate students for
this project. A patent was awarded for this in 1999. In 1998 he
was invited by the Swiss Institute of Technology in Lausanne,
Switzerland to consult with the head of their Chemistry
Department on paint on dye doped TiO2 process. In 1998 he was
invited by Canon Corporation in Tokyo, Japan to consult on the
marketing of a self-adhesive a-Si solar cell made on a roll to
roll web for which patents were awarded in 2000 and 2002.
Zechariah Krogen-Curtin accompanied him on that trip. In December
of 1998 Mr. Curtin began an Internet sales organization to market
solar cells. This trading operation developed 270 clients
worldwide. He sold this operation to his largest client in 2000
because he had no secure supply of solar cells. In 2002 and 2003
he developed a method of making nano particle solar cells and
electrostatically coating them onto a moving conductive film. The
nano particle photovoltaic materials were vapor deposited into 50
billion holes in a silicon wafer. They were then vibrated out of
these holes and used in a colloid which was then electrostically
painted onto the moving conductive film. In 1998 he was invited
to visit Alan Heeger's Chemistry Lab at the University of
California, Santa Barbara by one of his staff to consult on
conductive plastic for solar cells. Alan Heeger was the winner of
a Nobel Prize in Chemistry for the discovery and development of
conductive polymers. In 2003 Lawrence Curtin was invited to work
at Cornell University's Knight Labs to further develop his nano
particle solar cells. He has been invited to lecture at the
Technical Institute of Physics in Moldova and Florida Atlantic
University on nano particles. In October 2005 Mr. Curtin
incorporated Photovoltaics, Inc., in Nevada. Photovoltaics, Inc.
is a private company that he has used to pursue his research and
development. In 2006 he filed for patents on a non-vacuum way to
make multi junction solar cells with wave-guides. These patents
were first licensed and then sold to a company that has announced
plans to make them in China. He has also filed for patents on a
Hydrogen Absorption Rod that produces hydrogen from seawater
using photovoltaics. He is a 1967 graduate of the University of
Wisconsin with a Batchelor degree in Science.
22
Harvey Judkowitz has served as a Director and our Treasurer since
shortly after our inception. Presently he is Chairman and CEO of
HP Capital Resources, Inc. and was the Chairman of the Board and
CEO of UniPro Financial Services, Inc. (UPRO) from June 2003
until September, 2005. He currently serves on the Board of
Directors and is chairman of the audit committees for the
following publicly traded companies: The Singing Machine, Inc.
(SMD), and Hard To Treat Diseases, Inc. (HTDS). He is also a
member of the Board of Directors and member of the audit
committee of Phoenix Biopharm Inc. (PXBM). He has served as Chief
Financial Officer of Claire's Stores and several other publicly
traded companies. During the past 20 years, Mr. Judkowitz has
been a consultant providing strategic services to companies in
the "going public" process. He is a Certified Public Accountant
licensed in both New York and Florida. From 1988 to date, Mr.
Judkowitz has conducted his own CPA practice. He is a 1967
graduate of Pace University having received a B.B.A. in
Accounting degree.
Zechariah (Zack) Krogen-Curtin has served as a Director and our
Secretary since inception. He works in all areas at Photovoltaic
Solar Cells Inc. He has been involved in Photovoltaics since he
was eight years old when he built his first solar panel. Dr.
Michael Graetzel, Director of the Laboratory for Photonics and
Interfaces of the Swiss Federal Institute of Technology, in
Lausanne, Switzerland, a renowned expert in the science of
photovoltaics, favorably critiqued one of Zack's early
photovoltaic science projects. Zack attended Indian River
Community college in 2004 and Kalamazoo College, one of Western
Michigan University's colleges in 2005. He is continuing his
education in Physics, Chemistry, Photovoltaics, Geology and
Oceanography while working for the company.
Item 11. Executive Compensation.
During our February 29, 2008 fiscal year we paid a total of
$12,000 in compensation to our executive officers, as follows:
Lawrence F. Curtin, President/CEO .......... $5,000
Zechariah Krogen-Curtin, Secretary ......... 5,000
Harvey Judkowitz, Treasurer ................ 2,000
Subject to available working capital, since October, 2007
Lawrence F. Curtin and Zechariah Krogen-Curtin are each receiving
$1,000 per month; Mr. Judkowitz is receiving $500 per month. We
do not have any written employment agreements with any of our
executive officers, and do not expect to enter into any such
agreements in the immediate future. Such compensation will depend
upon revenues from product sales and our working capital.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.
The following table sets forth as of February 29, 2008, the
number of shares of our Common Stock beneficially owned by (i)
each of our directors; (ii) each of our executive officers; (iii)
each person known by us to beneficially own more than 5% of the
outstanding shares of Common Stock; and (iv) all executive
officers and directors as a group. Unless otherwise indicated,
each person has sole voting and dispositive power over such
shares. Shares not outstanding but deemed beneficially owned by
virtue of the right of a person or member of a group to acquire
them within 60 days are treated as outstanding only when
determining the amount and percent owned by such group or person.
Unless otherwise indicated, the address for each person named in
the table is 4115 Bandy Blvd., Unit A-7, Ft. Pierce, Florida
34981.
23
Amount of Percentage of
Name and Address of Beneficial Outstanding
Beneficial Owner Ownership Shares
--------------------------------------------------------
Lawrence F. Curtin 2,500,000 50.9%
Zechariah Krogen-Curtin 600,000 12.2%
Harvey Judkowitz (1) 700,000 14.2%
All directors and officers 3,800,000 77.3%
Richard W. Perkins and
Perkins Capital Mgmt., Inc. 750,000(2) 15.3%
----------------------------
(1) Mr. Judkowitz's address is 14241 SW 92nd Ave, Miami,
Florida 33176
(2) Perkins Capital Management, Inc., a Minnesota
Business Corporation owned by Richard W. Perkins,
is the beneficial owner of 175,000 common shares
and has sole dispositive power over 375,000 shares
owned by its clients. Mr. Perkins is the
beneficial owner of 575,000 common shares, and has
sole power to vote or direct the vote over an
additional 375,000 shares, held of record on
behalf of investment clients. The individual and
corporate shareholders are both registered with
the Securities and Exchange Commission as
investment advisors. Mr. Perkins' address is: 730
East Lake Street, Wayzata, MN 55391-1769
Item 13. Certain Relationships and Related Transactions, and
Director Independence.
In connection with the organization of our company, we issued to
Lawrence F. Curtin, a director and our President, 3.1 million
shares of Common Stock (600,000 of which were subsequently given
to Zechariah Krogen-Curtin, Mr. Curtin's son) in consideration of
the assignment of his rights in a certain patent. Mr. Curtin has
indicated that he expended approximately $700,000 in direct costs
in connection with the development of the technology covered by
this patent. The number of shares for the acquisition of the
preceding patent rights was not determined in true arms length
negotiations. Accordingly, there can be no assurance that the
number of shares was not as favorable to us as the number that
would have been agreed to in true arms length negotiations.
From our inception through fiscal February 29, 2008 Mr. Curtin
provided us with office and manufacturing facilities, at no cost
to the Company. Effective March 1, 2008, we will be paying to Mr.
Curtin a monthly rent of $2,000. There is no written agreement
and the arrangement may terminate at any time upon mutual
consent.
Item 14. Principal Accounting Fees and Services.
Audit Fees - Consists of $13,500 in fees billed for professional
services rendered for the audit of our condensed financial
statements and review of the interim condensed financial
statements included in our Form 10-K quarterly reports and
services that were provided by Berkovits & Co, LLP.
24
Audit-Related Services. None.
Tax Fees. None.
All Other Fees. None.
Audit Committee Disclosures. We do not have an audit committee.
Principal Accountants Services. Not applicable.
Part IV
Item 15. Exhibits, Financial Statement Schedules.
Exhibits
- --------
10.1 Assignment of Pending Patent Applications from Lawrence F.
Curtin, et al, dated February 28, 2008; filed herewith.
31.1 Certification of Lawrence F. Curtin, Chief Executive Officer
pursuant to Rule 13a-14(a) of the Securities Exchange Act of
1934, as amended; filed herewith.
31.2 Certification of Harvey Judkowitz, Chief Financial Officer,
pursuant to Rule 13a-14(a) of the Securities Exchange Act of
1934, as amended; filed herewith.
32.1 Certifying Statement of the Chief Executive Officer pursuant
to Section 906 of the Sarbanes-Oxley Act; filed herewith.
32.2 Certifying Statement of the Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act; filed herewith.
Financial Statement Schedules.
- -----------------------------
None
25
SIGNATURES
In accordance with the requirements of Section 13 and 15(d) of
the Securities Exchange Act of 1934, Photovoltaic Solar Cells,
Inc. has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
PHOTOVOLTAIC SOLAR CELLS, INC.
Date: May 2, 2008 By: /s/ Lawrence F. Curtin
---------------------------
Lawrence F. Curtin
Chief Executive Officer
In accordance with the requirements of the Securities Exchange
Act of 1934, the following persons on behalf of Photovoltaic
Solar Cells, Inc. and in the capacities and on the dates
indicated have signed this report below:
SIGNATURE CAPACITY DATE
- --------------------------- ----------------------- -----------
/s/ Lawrence F. Curtin Chairman of the Board
- --------------------------- Chief Executive Officer May 2, 2008
Lawrence F. Curtin President
/s/ Harvey Judkowitz Director and Treasurer May 2, 2008
- --------------------------- Principal Accounting and
Harvey Judkowitz Chief Financial Officer
/s/ Zechariah Kroger-Curtin Director and Secretary May 2, 2008
- ---------------------------
Zechariah Kroger-Curtin
26