Attached files
file | filename |
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8-K/A - Premier Power Renewable Energy, Inc. | v162627_8ka.htm |
EX-23.2 - Premier Power Renewable Energy, Inc. | v162627_ex23-2.htm |
EX-23.1 - Premier Power Renewable Energy, Inc. | v162627_ex23-1.htm |
EX-99.3 - Premier Power Renewable Energy, Inc. | v162627_ex99-3.htm |
EX-99.2 - Premier Power Renewable Energy, Inc. | v162627_ex99-2.htm |
Board of
Directors and Stockholders
Rupinvest
Sarl
INDEPENDENT AUDITOR’S
REPORT
We have audited the accompanying balance
sheet of Rupinvest SARL (a development stage company) (the “Company”) as of
December 31, 2008 and the related statements of operations, stockholders’
equity, and cash flows for the period from inception (August 1, 2008)
through December 31, 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 auditing standards generally accepted in the United States of America.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes 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 also 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 Rupinvest SARL at December 31, 2008, and the results of its
operations and its cash flows from inception (August 1, 2008) through December
31, 2008 in conformity with accounting principles generally accepted in the
United States of America.
/s/ Macias Gini & O’Connell LLP
Sacramento, California
September 24, 2009
RUPINVEST
SARL
|
||||
(A DEVELOPMENT STAGE
COMPANY)
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BALANCE
SHEET
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||||
DECEMBER 31,
2008
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||||
Assets
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||||
Cash and cash
equivalents
|
$ | 15,318 | ||
|
||||
Total
assets
|
$ | 15,318 | ||
|
||||
Stockholders'
equity
|
||||
Common
stock, par value $16; 1,250 shares authorized, issued and outstanding at
December 31, 2008
|
$ | 19,500 | ||
Deficit accumulated during
development stage
|
(2,255 | ) | ||
Accumulated other comprehensive
loss
|
(1,927 | ) | ||
|
||||
Total stockholders’
equity
|
$ | 15,318 |
The
accompanying notes are an integral part of these financial statements.
2
RUPINVEST
SARL
|
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(A DEVELOPMENT STAGE
COMPANY)
|
||||
STATEMENT OF
OPERATIONS
|
||||
FROM INCEPTION (AUGUST 1, 2008)
THROUGH DECEMBER 31, 2008
|
||||
Operating
expenses
|
||||
General and
administrative
|
$ | 2,255 | ||
Total operating
expenses
|
2,255 | |||
|
||||
Loss before provision for income
tax
|
(2,255 | ) | ||
Provision for income
tax
|
- | |||
Net loss
|
$ | (2,255 | ) |
The
accompanying notes are an integral part of these financial
statements.
3
RUPINVEST
SARL
|
(A DEVELOPMENT STAGE
COMPANY)
|
STATEMENT
OF STOCKHOLDERS' EQUITY
|
FROM
INCEPTION (AUGUST 1, 2008) THROUGH DECEMBER 31,
2008
|
Common
Stock
|
Accumulated
Other Comprehensive Loss
|
Deficit
Accumulated During Development Stage
|
Total
Stockholders' Equity
|
|||||||||||||||||||||
Shares
|
Price
per share
|
Amount
|
||||||||||||||||||||||
Balance,
August 1, 2008
|
- | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
Issuance
of common stock August 1, 2008
|
1,250 | 15.60 | 19,500 | 19,500 | ||||||||||||||||||||
Net
loss
|
(2,255 | ) | (2,255 | ) | ||||||||||||||||||||
Foreign
currency translations
|
(1,927 | ) | (1,927 | ) | ||||||||||||||||||||
Total
comprehensive loss
|
(4,182 | ) | ||||||||||||||||||||||
Balance,
December 31, 2008
|
1,250 | $ | 15.60 | $ | 19,500 | $ | (1,927 | ) | $ | (2,255 | ) | $ | 15,318 |
The
accompanying notes are an integral part of these financial
statements.
4
RUPINVEST
SARL
|
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(A DEVELOPMENT STAGE
COMPANY)
|
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STATEMENT OF CASH
FLOWS
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||||
FROM INCEPTION (AUGUST 1, 2008)
THROUGH DECEMBER 31, 2008
|
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Cash flows from operating
activities:
|
||||
Net loss
|
$ | (2,255 | ) | |
|
||||
Cash used in operating
activities
|
(2,255 | ) | ||
|
||||
|
||||
Cash flows from financing
activities:
|
||||
Proceeds from sale of common
stock
|
19,500 | |||
|
||||
Cash provided by financing
activities
|
19,500 | |||
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||||
Effect of exchange rate on
cash
|
(1,927 | ) | ||
|
||||
Increase in cash and
cash equivalents during the period
|
15,318 | |||
Cash and cash equivalents,
beginning of period
|
- | |||
Cash and cash equivalents, end of
period
|
$ | 15,318 |
The
accompanying notes are an integral part of these financial
statements.
5
RUPINVEST
SARL
(A
Development Stage Company)
Notes
to Financial Statements
From
Inception (August 1, 2008) Through December 31, 2008
1.
|
DESCRIPTION OF
BUSINESS
|
Rupinvest
SARL (the “Company”) was incorporated on August 1, 2008. The Company
was established to invest in other enterprises through the acquisition of
securities and rights, underwriting business firm purchase or option, and
acquiring patents and licenses. The Company has not received any
revenues from the sale of products or services. Accordingly, through
the date of these financial statements, the Company is considered to be in the
development stage and the accompanying financial statements represent those of a
development stage enterprise.
2.
|
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
|
Cash
and cash equivalents — The Company considers all highly liquid
investments with a maturity of three months or less at the time of purchase to
be cash equivalents.
Foreign
currency translation — The financial statements of the Company are
presented in U.S. dollars and the Company’s functional currency is the Euro. The
Company translates assets and liabilities into dollars at the rates of exchange
in effect at the balance sheet date. Revenues and expenses are
translated using rates that approximate those in effect during the
period. Accordingly, translation gains or losses are included as a
component of accumulated other comprehensive income. Gains and losses resulting
from the translation of transactions denominated in foreign currencies are
included in income. From inception (August 1, 2008) through December 31, 2008
there were no net foreign currency transaction gains or
losses.
Use
of estimates — The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those
estimates.
Income
Taxes — The Company follows the liability method of accounting for income
taxes. Under this method, deferred income tax assets and liabilities
are determined based on differences between the financial statement and the
income tax bases of assets and liabilities using enacted tax rates in effect for
the year in which the differences are expected to reverse. The
Company expects to maintain a full valuation allowance on the net deferred tax
assets until an appropriate level of profitability that generates taxable income
is sustained or until we are able to develop tax strategies that would enable us
to conclude that it is more likely than not that a portion of the deferred tax
assets will be realizable. Any reversal of valuation allowance will
favorably impact our results of operations in the period of the
reversal. For the period from inception (August 1, 2008) through
December 31, 2008, tax
expense (benefit), was insignificant. At December 31, 2008, there were no
significant current or deferred taxes or valuation allowance.
In
December 2008, the Financial Accounting Standards Board issued FASB Staff
Position (FSP) FIN 48-3, “Effective
Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises.” FSP
FIN 48-3 permits an entity within its scope to defer the effective date of FASB
Interpretation 48 (Interpretation 48), “Accounting
for Uncertainty in Income Taxes,” to its
annual financial statements for fiscal years beginning after December 15, 2008.
The Company has elected to defer the application of Interpretation 48 for the
year ended December 31, 2008. The Company evaluates its uncertain tax positions
using the provisions of FASB Statement 5, “Accounting
for Contingencies.” Accordingly,
a loss contingency is recognized when it is probable that a liability has been
incurred as of the date of the financial statements and the amount of the loss
can be reasonably estimated. The amount recognized is subject to estimate and
management judgment with respect to the likely outcome of each uncertain tax
position. The amount that is ultimately sustained for an individual uncertain
tax position or for all uncertain tax positions in the aggregate could differ
from the amount recognized.
6
RUPINVEST
SARL
(A
Development Stage Company)
Notes
to Financial Statements
From
Inception (August 1, 2008) Through December 31, 2008
Comprehensive
Loss – Statement of Financial Accounting Standards No. 130, “Reporting
Comprehensive Income,” establishes standards for reporting comprehensive
loss and its components in a financial statement that is displayed with the same
prominence as other financial statements. Comprehensive loss, as defined,
includes all changes in equity (net assets) during the period from non-owner
sources. The individual components of comprehensive loss are reflected in the
statement of stockholders' equity.
Recently
Issued Accounting Pronouncements - In
September 2006, FASB issued Statement of Financial Accounting Standards No. 157,
“Fair
Value Measurements” (“SFAS
157”), which defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (“GAAP”) and expands
disclosures about fair value measurements. SFAS 157 applies under other
accounting pronouncements that require or permit fair value measurements, FASB
having previously concluded in those accounting pronouncements that fair value
is the relevant measurement attribute. Accordingly, SFAS 157 does not require
any new fair value measurements, however, for some entities, application of SFAS
157 will change current practice. SFAS 157 is effective for financial
statements issued for the first fiscal year beginning after November 15, 2007
and interim periods within those fiscal years. In February 2008, FASB
issued FASB Staff Position No. 157-2 that defers the effective date of SFAS 157
for nonfinancial assets and nonfinancial liabilities, except for items that are
recognized or disclosed at fair value in the financial statements on a recurring
basis, to fiscal years beginning after November 15, 2008. In addition, FASB also
agreed to exclude from the scope of SFAS 157 fair value measurements made for
purposes of applying SFAS No. 13, “Accounting
for Leases” and
related interpretive accounting pronouncements. The adoption of SFAS 157 for
financial assets and liabilities did not have a material effect on the Company’s
financial position, results of operations and cash flows. The Company
is assessing the impact of SFAS 157 on its nonfinancial assets and liabilities,
but does not expect it to have a material impact on its results of operations,
cash flows, or financial position.
In
February 2007, FASB issued SFAS No. 159, “The
Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS
159”), which permits entities to choose to measure many financial instruments
and certain other items at fair value. The objective of SFAS 159 is to improve
financial reporting by providing entities with the opportunity to mitigate
volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. SFAS 159 is effective as of an entity’s first fiscal year that
begins after November 15, 2007. The adoption of SFAS 159 did not have a material
impact on results of operations, cash flows, or financial position.
In
December 2007, the FASB issued SFAS No. 141(R), “Business
Combinations” (“SFAS
141(R)”), which requires the acquiring entity in a business combination to
recognize all (and only) the assets acquired and liabilities assumed in the
transaction; establishes the acquisition-date fair value as the measurement
objective for all assets acquired and liabilities assumed; and requires the
acquirer to disclose to investors and other users all of the information they
need to evaluate and understand the nature and financial effect of the business
combination. SFAS 141(R) is prospectively effective to business combinations for
which the acquisition is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. The impact of SFAS 141(R)
on the Company’s results of operations, cash flows or financial position will be
determined in part by the nature and timing of any future acquisitions completed
by it.
7
RUPINVEST
SARL
(A
Development Stage Company)
Notes
to Financial Statements
From
Inception (August 1, 2008) Through December 31, 2008
In April
2008, FASB issued FSP FAS 142-3, “Determination
of the Useful Life of Intangible Assets” (“FSP”), which amends the
factors that should be considered in developing renewal or extension assumptions
used to determine the useful life of a recognized intangible asset under FASB
Statement No. 142, “Goodwill
and Other Intangible Assets” (“SFAS 142”).
The intent of this FSP is to improve the consistency between the useful life of
a recognized intangible asset under SFAS 142 and the period of expected cash
flows used to measure the fair value of the asset under SFAS 141(R)
and other accounting principles generally accepted in the United States. This
FSP is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and interim periods within those fiscal years. Early
adoption is prohibited. The Company is currently evaluating the impact of
adoption of this FSP and does not expect adoption to have a material impact on
results of operations, cash flows, or financial position.
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling
Interests in Consolidated Financial Statements - an
amendment of ARB No. 51” (“SFAS
160”), which improves the relevance, comparability, and transparency of
financial information provided to investors by requiring all entities to report
noncontrolling (minority) interests in subsidiaries in the same way as
equity consolidated financial statements. Moreover, SFAS 160 eliminates the
diversity that currently exists in accounting for transactions between an entity
and noncontrolling interests by requiring they be treated as equity
transactions. SFAS 160 is effective for fiscal years, and interim periods within
those fiscal years, beginning on or after December 15, 2008; earlier
adoption is prohibited. The Company is assessing the impact of SFAS
160, but does not expect it to have a material impact on its results of
operations, cash flows, or financial position.
In March
2008, the FASB issued SFAS No. 161, “Disclosures
about Derivatives Instruments and Hedging Activities, an Amendment of FASB
Statement No. 133” (“SFAS 161”).
SFAS 161 requires enhanced disclosures about a
company’s derivative and hedging activities. SFAS 161 is effective for financial
statements issued for fiscal years beginning after December
15, 2008. The Company is assessing the impact of SFAS 161, but does not expect
it to have a material impact on its results of operations, cash flows, or
financial position.
In May
2008, the FASB issued SFAS No. 162, “The
Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”),
which identifies the sources of accounting principles and the framework for
selecting the principles used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally
accepted accounting principles in the United States of America (the GAAP
hierarchy). SFAS No. 162 is effective as of November 15, 2008. The
adoption of SFAS 162 did not have a material impact on its results of
operations, cash flows or financial position.
SFAS 162
was effectively superseded by FASB No. 168, “FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles – a
replacement of FASB No. 162,” (“SFAS 168”) which became the single source
of authoritative nongovernmental U.S. generally accepted accounting principles
(GAAP) on July 1, 2009. The Codification is effective for financial statements
that cover interim and annual periods ending after September 15, 2009. The
Codification does not change GAAP, but is intended to help find and research
GAAP. The Codification is a new structure which takes accounting pronouncements
and organizes them into 90 accounting topics. It eliminates the previous levels
of U.S. GAAP. The adoption of SFAS 168 is not expected to have a material impact
on our financial position, results of operations and cash
flows.
In June
2008, the FASB ratified EITF Issue No. 07-5 (“EITF 07-5”) “Determining
Whether on Instrument for an Embedded Feature Is Indexed to an Entity’s Own
Stock.” EITF 07-5 provides that an entity should use a two step approach
to evaluate whether an equity-linked financial instrument (or embedded feature)
is indexed to its own stock, including evaluating the instrument’s contingent
exercise and settlement provisions. It also clarifies the impact of
foreign currency denominated strike prices and market-based employee stock
option valuation instruments on the evaluation. EITF 07-5 is
effective for fiscal years
beginning
after December 31, 2008. The Company is assessing the impact of EITF
07-5 on its results of operations, cash flows, or financial
position.
8
RUPINVEST
SARL
(A
Development Stage Company)
Notes
to Financial Statements
From
Inception (August 1, 2008) Through December 31, 2008
In May
2008, the FASB issued FASB Staff Position No. APB 14-1 (“APB 14-1”) “Accounting
for Convertible Instruments That May be Settled in Cash upon Conversion
Including Partial Cash Settlement.” FASB Staff Position No. APB 14-1
clarifies that convertible debt instruments that may be settled in cash upon
conversion (including partial cash settlement) are not addressed by paragraph 12
of APB Opinion No. 14, “Accounting
for Convertible Debt and Debt Issued with Stock Purchase
Warrants.” Additionally, this FSP specifies that issuers of
such instruments should separately account for the liability and equity
components in a manner that will reflect the entity’s nonconvertible debt
borrowing rate when interest cost is recognized in subsequent
periods. This FSP is effective for financial statements issued for
fiscal years beginning after December 15, 2008. The Company is
assessing the impact of FSP APB 14-1 on its results of operations, cash flows,
or financial position.
3.
|
SUBSEQUENT
EVENTS
|
On May
15, 2009, the stockholders of the Company reorganized their ownership interests
in the Company and ARCO Energy, SRL (Arco), a company controlled by the
stockholders of the Company, such that the Company became the parent of Arco. As
the Company and Arco were under common control, the transaction has been treated
as a reorganization with the assets and liabilities of the Company and Arco
continuing to be recorded at their historical costs.
In July
2009, 100% of the issued and outstanding equity ownership of the Company was
sold to Premier Power Renewable Energy, Inc. in exchange for (i) a cash payment
of 12,500 Euros, (ii) a capital investment of 1,125,000 Euros, and (iii) the
potential transfer of up to three million Premier Power Renewable Energy, Inc.
shares of common stock, with the number of shares to be transferred, if any, to
be calculated based on sales over a three-year
period.