Attached files
| file | filename |
|---|---|
| EX-31.1 - SILICON SOUTH INC | ex31-1.htm |
| EX-32.2 - SILICON SOUTH INC | ex32-2.htm |
| EX-32.1 - SILICON SOUTH INC | ex32-1.htm |
| EX-31.2 - SILICON SOUTH INC | ex31-2.htm |
| EXCEL - IDEA: XBRL DOCUMENT - SILICON SOUTH INC | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
or
. 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: 000-51906
SILICON SOUTH, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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77-0458478
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification
No.)
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Suite 1500 - 701 West Georgia Street
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Vancouver, B.C.
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V7Y 1C6
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(Address of principal executive offices)
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(Zip Code)
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604-601-8503
(Registrant’s telephone number, including area code)
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. X . Yes . No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). . Yes X . No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer . Accelerated filer .
Non-accelerated filer . (Do not check if a smaller reporting company) 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 x . No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. . Yes . No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of August 22, 2011: 47,315,500
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2011 and 2010, and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed with the Securities and Exchange Commission on May 20, 2011.
-3-
SILICON SOUTH, INC.
CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 30, 2011
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PAGE
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UNAUDITED CONSOLIDATED BALANCE SHEETS
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5
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UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
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6
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UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
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7
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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8 - 10
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-4-
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(A Development Stage Company)
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Consolidated Balance Sheets
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(Unaudited)
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June 30,
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December 31,
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|||||||
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2011
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2010
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ASSETS
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CURRENT ASSETS
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| Cash | $ | 59,083 | $ | 143,186 | ||||
| Restricted cash | - | 1,000,000 | ||||||
| Other current assets | 6,378 | 2,549 | ||||||
| Total current assets | 65,461 | 1,145,735 | ||||||
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Intangible assets
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1,050,000 | - | ||||||
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TOTAL ASSETS
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$ | 1,115,461 | $ | 1,145,735 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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CURRENT LIABILITIES
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| Accounts payable | $ | 75,615 | $ | 37,144 | ||||
| Due to related parties | 233,156 | 162,843 | ||||||
| Related party promissory note, net of unamortized discounts | 200,000 | 188,946 | ||||||
| Subscriptions received | - | 1,000,000 | ||||||
| Total current liabilities | 508,771 | 1,388,933 | ||||||
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STOCKHOLDERS' EQUITY (DEFICIT)
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| Common stock, $0.001 par value, 150,000,000 shares authorized, | ||||||||
| 47,315,500 shares issued and outstanding on June 30, 2011 | ||||||||
| and December 31, 2010 | 47,316 | 47,316 | ||||||
| Additional paid-in capital | 1,932,995 | 357,745 | ||||||
| Accumulated other comprehensive income | (32,465 | ) | (27,425 | ) | ||||
| Accumulated deficit | (1,341,156 | ) | (620,834 | ) | ||||
| Total stockholders' equity (deficit) | 606,690 | (243,198 | ) | |||||
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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$ | 1,115,461 | $ | 1,145,735 | ||||
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
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-5-
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Inception
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||||||||||||||||||||
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Six Months Ended
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Three Months Ended
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Through
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June 30,
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June 30,
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June 30,
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||||||||||||||||||
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2011
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2010
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2011
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2010
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2011
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REVENUES
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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OPERATING EXPENSES
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Salaries and wages
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- | - | - | - | 251,854 | |||||||||||||||
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Consulting and professional
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346,048 | 1,935 | 326,186 | 974 | 553,821 | |||||||||||||||
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Management
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125,431 | - | 104,431 | - | 125,431 | |||||||||||||||
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General and administrative
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238,253 | 23,766 | 215,425 | 14,564 | 396,284 | |||||||||||||||
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Total Operating Expenses
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709,732 | 25,701 | 646,042 | 15,538 | 1,327,390 | |||||||||||||||
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OPERATING LOSS
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(709,732 | ) | (25,701 | ) | (646,042 | ) | (15,538 | ) | (1,327,390 | ) | ||||||||||
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OTHER INCOME (EXPENSE)
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Interest expense
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(11,054 | ) | - | (5,557 | ) | - | (14,230 | ) | ||||||||||||
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Gain on foreign currency
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464 | - | 31,663 | - | 464 | |||||||||||||||
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Total Other Income (Expense)
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(10,590 | ) | - | 26,106 | - | (13,766 | ) | |||||||||||||
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NET LOSS
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$ | (720,322 | ) | $ | (25,701 | ) | $ | (619,936 | ) | $ | (15,538 | ) | $ | (1,341,156 | ) | |||||
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OTHER COMPREHENSIVE INCOME (LOSS)
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Foreign currency translation adjustment
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(5,040 | ) | 348 | (31,757 | ) | 564 | (32,465 | ) | ||||||||||||
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TOTAL COMPREHENSIVE LOSS
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$ | (725,362 | ) | $ | (25,353 | ) | $ | (651,693 | ) | $ | (14,974 | ) | $ | (1,373,621 | ) | |||||
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PER SHARE DATA:
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Basic and diluted net loss per share
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$ | (0.02 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) | ||||||||
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Weighted average shares
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outstanding – basic and diluted
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47,315,500 | 40,000,000 | 47,315,500 | 40,000,000 | ||||||||||||||||
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
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-6-
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(A Development Stage Company)
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Statements of Cash Flows
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(Unaudited)
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Six Months Ended
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Inception
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June 30,
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Through
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2011
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2010
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June 30, 2011
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OPERATING ACTIVITIES
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Net loss
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$ | (720,322 | ) | $ | (25,701 | ) | $ | (1,341,156 | ) | |||
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Adjustments to reconcile net loss to net cash used in operations
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Amortization of discount on promissory notes
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11,054 | - | 14,230 | |||||||||
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Shares to be issued for services
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2,000 | - | 2,000 | |||||||||
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Shares issued for services
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523,250 | - | 523,250 | |||||||||
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Changes in operating assets and liabilities
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Other current assets
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(3,829 | ) | - | (6,378 | ) | |||||||
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Accounts payable
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38,471 | - | 45,616 | |||||||||
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Due to related parties
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20,313 | 25,353 | 601,511 | |||||||||
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Net cash flows used in operating activities
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(129,063 | ) | (348 | ) | (160,927 | ) | ||||||
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INVESTING ACTIVITIES
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Purchase of intangible assets
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(1,000,000 | ) | - | (1,000,000 | ) | |||||||
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Net cash flows used in investing activities
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(1,000,000 | ) | - | (1,000,000 | ) | |||||||
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FINANCING ACTIVITIES
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Released restricted cash
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1,000,000 | - | - | |||||||||
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Proceeds from option exercise
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- | - | 2,475 | |||||||||
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Related party promissory note
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- | - | 200,000 | |||||||||
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Common stock subscribed
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50,000 | - | 1,050,000 | |||||||||
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Net cash flows provided by financing activities
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1,050,000 | - | 1,252,475 | |||||||||
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EFFECT OF EXCHANGE RATES ON CASH
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(5,040 | ) | 348 | (32,465 | ) | |||||||
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NET CHANGE IN CASH
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(84,103 | ) | - | 59,083 | ||||||||
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CASH AT BEGINNING OF PERIOD
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143,186 | - | - | |||||||||
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CASH AT END OF PERIOD
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$ | 59,083 | $ | - | $ | 59,083 | ||||||
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Supplemental Cash Flow Disclosures:
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Cash paid for interest
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$ | - | $ | - | $ | - | ||||||
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Cash paid for income taxes
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- | - | - | |||||||||
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Non-Cash Investing and Financing Activities:
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Due to related party for intangible asset purchased
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$ | 50,000 | $ | - | $ | 50,000 | ||||||
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Stock liability transferred to additional paid-in capital
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1,000,000 | - | 1,000,000 | |||||||||
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Common stock returned to the Company and cancelled
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1,750 | - | 1,750 | |||||||||
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Common stock issued for debt
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- | - | 518,356 | |||||||||
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Common stock issued in reverse merger
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- | - | (130,000 | ) | ||||||||
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
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-7-
SILICON SOUTH, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated interim financial statements of Silicon South, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's registration statement filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the most recent fiscal year 2010 as reported in Form 10-K, have been condensed or omitted.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The Company has had no revenues and has generated an accumulated deficit of approximately $1,341,156 and $620,834 as of June 30, 2011 and December 31, 2010, respectively.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 – 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 the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. During the six months ended June 30, 2011, there was no impairment of long-lived assets
Reclassifications
Certain comparative figures have been reclassified to conform to the current period’s presentation.
Recent Accounting Pronouncements
The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.
-8-
NOTE 4 – WORLD RIGHTS TO PATENT
During the six months ended June 30, 2011, pursuant to an asset purchase agreement, the Company purchased from ECOfluid Systems, Inc., a British Columbia Corporation (“ECO”) the world rights to the patent that covers the Upflow Sludge Blanket Filtration process as well as several advancements to this system for the purchase price of $1,050,000, of which $1,000,000 was paid by June 30, 2011 with the cash of $1,000,000 that was restricted for the purchase. The other $50,000 of the purchase price is accrued as an amount due to related parties as of June 30, 2011.
In conjunction with the asset purchase, the Company executed a technology transfer license agreement with ECO, pursuant to which the Company licensed back to ECO the exclusive, royalty-free right, to use the assets within the geographic territory consisting of North America, Central America and the Caribbean. Under the terms of the license agreement, ECO is obligated to pay the Company a sales fee based on hard costs of completed systems sold by ECO. The sales fee is 1.5% of the hard cost of systems completed in the first year of the License Agreement, 3.5% in the second year, 5% in years 3 and 4, and 6% thereafter throughout the remaining term of the license agreement.
In conjunction with the asset purchase agreement, the Company executed a consulting services agreement with Karel V. Galland, the principal of ECO, for a term of 3 years at mutually agreed upon fees for contracted work as needed and to reimburse him for costs and expenses at the rate of actual cost plus 12%. In conjunction with the consulting services agreement, a private Nevada company owned by two directors of the Company sold 1,000,000 common shares to Mr. Galland for a nominal purchase price of $1,000, or $0.001 per share on behalf of the Company. The shares were valued at $0.30 per share for gross amount of $300,000, of which $299,000 was recorded as consulting expense.
Subsequent to June 30, 2011, Mr. Galland was appointed as a director of the Company.
NOTE 5 – RESTRICTED CASH
The restricted cash of $1,000,000 as of December 31, 2010 consisted of subscriptions received for the purchase of 4,000,000 common shares at $0.25 per share. The funds were not available to the Company until the Company’s acquisition of the world rights to the patent from ECO. These funds were used to complete the acquisition during the six months ended June 30, 2011. Although sold and paid for in 2010, the 4,000,000 shares have not been issued and have not been included in total shares issued and outstanding on the balance sheet.
NOTE 6 – RELATED PARTY BALANCES AND TRANSACTIONS
During the six months ended June 30, 2011, the Company incurred management fees of $30,000 to the President of the Company and $16,500 to the Vice President of China Operations.
On June 1, 2011 the Company signed a management agreement with the Chief Financial Officer of the Company at monthly consideration of cash payment of $1,000 and the issuance of the Company’s common stock as follows:
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-
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Issuance of 7,000 shares, in the event the Company’s stock is trading at a closing price equal to or higher than $0.30 in the stock market at the end of the month; or
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-
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In the event the Company’s stock is trading in the stock market at a price below $0.30 at the end of the month, the number of shares to be issued is based on the formula of $2,000/trading closing price at the end of the month.
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As of June 30, 2011, 7,000 common shares were earned under this agreement. The shares were not issued by the Company as of June 30, 2011.
During the six months ended June 30, 2011, a private Nevada Company jointly owned by the President and the Vice President China Operation of the Company sold 500,000 common shares to a senior administrative consultant for gross proceeds of $500, and 250,000 common shares to the CFO of the Company for gross proceeds of $250. The shares were valued at $0.30 per share for gross amount of $225,000, of which $224,250 was expensed.
-9-
As at June 30, 2011 and December 31, 2010, amounts owed to related parties including Mr. Galland, the Vice President of China Operations and a private Nevada company jointly owned by the President and the VP totaled $233,156 and $162,843, respectively. Amounts due to related parties are unsecured, non-interest bearing and due upon demand.
NOTE 7 – RELATED PARTY PROMISSORY NOTE
On November 10, 2010, the Company issued a promissory note of $200,000, which is unsecured, non-interest bearing and payable by June 30, 2011. The promissory note was discounted at an imputed interest rate of 12% per annum for a total discount of $14,230. During the six months ended June 30, 2011, the Company recorded amortization of this discount of $11,054. At June 30, 2011, the discount was fully amortized.
The promissory note of $200,000 was outstanding at June 30, 2011 and the date of this report. The note issuer was appointed as a director of the Company during July, 2011.
NOTE 8 - STOCKHOLDERS’ EQUITY
During the six months ended June 30, 2011 the Company received subscriptions for 166,667 common shares at $0.30 per share for gross proceeds of $50,000. The shares were not yet issued as of June 30, 2011.
During July 2011, the Company increased its authorized common stock from 50,000,000 to 150,000,000.
NOTE 9 – SUBSEQUENT EVENTS
During July and August 2011, the Company received gross proceeds of $142,500 for the subscription of 475,000 common shares at $0.30 per share.
-10-
ITEM 2. PLAN OF OPERATIONS
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION
FORWARD-LOOKING STATEMENT NOTICE
This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.
General Overview
Silicon South, Inc. was formed as a Nevada corporation on June 20, 1997. We were originally incorporated under the name California Seasons Franchise Corporation. In September 1998 we changed our name to Silicon South, Inc. and began pursuing a business developing proprietary electronic components. We developed three proprietary electronic components that we attempted to manufacture and market. In April 2002, we ceased operations and focused our efforts on seeking a business opportunity.
As a result of a share exchange transaction, on November 9, 2010, China Wastewater, Inc. became a wholly-owned subsidiary of the Company. China Wastewater, Inc. was formed as a Nevada corporation on October 7, 2009. China Wastewater, Inc. is an environmental management, manufacturing and technology company focused on wastewater treatment with a focus on water recycling. China Wastewater, Inc. was founded in 2009 with the sole purpose of launching the Ecofluid Systems Wastewater Treatment technology in China. China Wastewater, Inc. is currently in the preliminary stage of business development. Following closing under the Agreement and Plan of Reorganization, the Company now carries on the business of China Wastewater, Inc. as its sole line of business.
Our Current Business
On May 13, 2011 we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with ECOfluid Systems, Inc., a British Columbia Corporation (“ECO”) and ECO’s principal owner Mr. Karel V. Galland pursuant to which the Company agreed to purchase the world rights to the USBF Trademark and Patent owned by ECO, all improvements to the Patent and all future wastewater treatment technology developed by ECO (collectively referred to as the “Assets”). Under the terms of the Asset Purchase Agreement, the purchase price for the assets is US$1,050,000.
Prior to execution of the Asset Purchase Agreement, the Company was a party to a license agreement with ECO pursuant to which the Company was granted an exclusive license to manufacture and/or assemble, distribute, sell, advertise and promote wastewater treatment systems utilizing the USBF Patent and Trademark owned by ECO throughout China and was obligated to pay ECO a sales fee equal to 12.5% of the hard costs incurred in conjunction with construction of any wastewater treatment system using the licensed technology. Under this license agreement, the minimum annual sales fee payable by the Company in order to maintain its exclusive territory was $50,000.
Prior to execution of the Asset Purchase Agreement, the Company was also a party to a non-exclusive purchase agreement with ECO pursuant to which the Company held the non-exclusive right to acquire the USBF Trademark and the patent owned by ECO for a purchase price of US $2,000,000 until March 31, 2011.
Effective June 14, 2011, the Company completed the closing of the Asset Purchase Agreement and signed the Addendum to the Asset Purchase Agreement. Upon closing, the Company acquired the world rights to the Assets at the purchase price of US$1,050,000.
The Patent covers the Upflow Sludge Blanket Filtration process (“USBF TM””), as well as several advancements to this system. The patent addresses a recycle system for use in wastewater treatment facilities utilizing either partially fluidized or combined fluidized bed filtration principles comprising the use of discrete passage ways to allow flow between the bottom of the clarifier and the aeration compartment, a baffle positioned between bubblers in the aeration compartment and the clarifier openings, and a conduit positioned in the clarifier to provide flow between the clarifier and the anoxic compartment that helps prevent the formation of settled sludge pockets, allows for almost complete evacuation of the solids during “no flow” conditions, and improves on other inefficient conditions inherent in treatment systems using prior art recycle designs.
-11-
In conjunction with, and as a condition to, closing under the Asset Purchase Agreement, the Company also executed a Technology Transfer License Agreement with ECO (the “License Agreement”), dated May 13, 2011, and an Addendum to Technology Transfer License Agreement dated June 14, 2011, pursuant to which it agreed to license back to ECO the exclusive, royalty-free right, to use the Assets to manufacture, assemble, distribute, sell, lease and promote wastewater treatment systems within the geographic territory consisting of North America (inclusive of Hawaii), Central America and the Caribbean. The term of the License Agreement is coextensive with the term of the Patent purchased by the Company (which currently expires September 18, 2027). Under the terms of the License Agreement, ECO is obligated to pay the Company a sales fee based on hard costs of completed systems sold by ECO. The sales fee is 1.5% of the hard cost of systems completed in the first year of the License Agreement, 3.5% in the second year, 5% in years 3 and 4, and 6% thereafter throughout the remaining term of the License Agreement.
In conjunction with, and as a condition to, closing under the Asset Purchase Agreement, the Company also executed a Consulting Services Agreement with Karel V. Galland, dated May 13, 2011, pursuant to which Mr. Galland agreed to be available to provide consulting services to the Company and others on matters relating to the use and implementation by the Company and its licenses of the Assets. The Consulting Services Agreement has a term of 3 years. The Company agreed to pay Mr. Galland a mutually agreed upon fee for all contracted work and to reimburse him for costs and expenses at the rate of actual cost plus 12%.
The funds for closing under the Asset Purchase Agreement were provided by closing under the terms of the Funding Agreement dated July 9, 2010, by and between the Company and Weibiao Xu and Associates, a Republic of China Funding Group (“CFG”). Under the terms of the Funding Agreement, CFG subscribed for the purchase of a total of 4,800,000 shares of the Company’s common stock at a price of $0.25 per share (an aggregate subscription of US$1,200,000).
Results of Operations
Three months ended June 30, 2011 compared to three months ended June 30, 2010
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Three Months Ended
June 30,
|
||||||||
|
2011
|
2010
|
|||||||
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Revenue
|
$ | - | $ | - | ||||
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Operating expenses
|
(646,042 | ) | (15,538 | ) | ||||
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Interest expense
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(5,557 | ) | - | |||||
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Gain on foreign currency transactions
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31,663 | - | ||||||
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Net loss
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$ | (619,936 | ) | $ | (15,538 | ) | ||
For the three months ended June 30, 2011 we recorded imputed interest expense of $5,557 on a related party promissory note of $200,000 issued on November 10, 2010 and a gain on foreign currency translation of $31,663. During the three months ended June 30, 2010 we did not incur such expenses.
Revenue
We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter.
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Operating Expenses
Our total operating expenses for the three months ended June 30, 2011 and 2010 are outlined in the table below:
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Three Months Ended
June 30,
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2011
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2010
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|||||||
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Consulting and professional fees
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$ | 326,186 | $ | 974 | ||||
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Management fees
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104,431 | - | ||||||
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General and administrative
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215,425 | 14,564 | ||||||
| $ | 646,042 | $ | 15,538 | |||||
General and administrative expenses, consulting and professional fees and management fees increased significantly from the three months ended June 30, 2010 to 2011 due to increased activities in 2011.
Six months ended June 30, 2011 compared to six months ended June 30, 2010
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Six Months Ended
June 30, 2011
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2011
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2010
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Revenue
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$ | - | $ | - | ||||
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Operating expenses
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(709,732 | ) | (25,701 | ) | ||||
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Interest expense
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(11,054 | ) | - | |||||
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Gain on foreign currency transactions
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464 | - | ||||||
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Net loss
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$ | (720,322 | ) | $ | (25,701 | ) | ||
For the six months ended June 30, 2011 we recorded imputed interest expense of $11,054 on a related party promissory note of $200,000 issued on November 10, 2010, and gain on foreign currency transactions of $464. During the six months ended June 30, 2010 we did not incur such expense or gain.
Revenue
We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter.
Operating Expenses
Our total operating expenses for the six months ended June 30, 2011 and 2010 are outlined in the table below:
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Six Months Ended
June 30,
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|
2011
|
2010
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|||||||
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Consulting and professional fees
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$ | 346,048 | $ | 1,935 | ||||
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Management fees
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125,431 | - | ||||||
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General and administrative
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238,253 | 23,766 | ||||||
| $ | 709,732 | $ | 25,701 | |||||
General and administrative expenses, consulting and professional fees, and management fees increased significantly from the six months ended June 30, 2010 to 2011 due to significantly increased activities in 2011.
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Liquidity and Capital Resources
Working Capital
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June 30,
2011
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December 31,
2010
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Decrease
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Current assets
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$ | 65,461 | $ | 1,145,735 | $ | (1,080,274 | ) | |||||
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Current liabilities
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508,771 | 1,388,933 | (880,162 | ) | ||||||||
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Working capital deficit
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$ | (443,310 | ) | $ | (243,198 | ) | $ | (200,112 | ) | |||
Cash Flows
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Six Months Ended
June 30,
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2011
|
2010
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|||||||
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Net cash used in operating activities
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$ | (129,063 | ) | $ | (348 | ) | ||
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Net cash used in investing activities
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(1,000,000 | ) | - | |||||
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Net cash provided by financing activities
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1,050,000 | - | ||||||
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Effect of foreign exchange rates on cash
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(5,040 | ) | 348 | |||||
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Net decrease in cash during the period
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$ | (84,103 | ) | $ | - | |||
We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.
Contractual Obligations
As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.
Going Concern
The accompanying financial statements have been prepared assuming that our company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of June 30, 2011, our company had a working capital deficit of $443,310 and an accumulated deficit of $1,341,156.
The ability of our company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.
These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
We have identified certain accounting policies that are most important to the portrayal of our current financial condition and results of operations. Please refer to our Form 10-K for the year ended December 31, 2010 filed with the SEC for our critical accounting policies, from which there has been no change as of the date of this file.
Recent Accounting Pronouncements
During the period ended June 30, 2011 and subsequently, the Financial Accounting Standards Board (“FASB”) has issued a number of financial accounting standards, none of which did or are expected to have a material impact on our company’s results of operations, financial position, or cash flows.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not required by smaller reporting companies.
ITEM 4T. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified. Our principal executive officer and principal financial officer also concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.
The management and board of directors strive to remedy the deficiencies by thoroughly reviewing the requirements for filings and the contents of filings. We have consulted accounting and legal experts on disclosure requirements for this filing. In addition, we are in the process of engaging financial and legal experts internally to ensure we will meet all future reporting and filing requirements.
Changes in Internal Control over Financial Reporting
There has been no change in the Company's internal control over financial reporting during the period ended June 30, 2011, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
The Company did not issue any securities during the period covered by this report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted during the period covered by this report to a vote of security holders.
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.
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3.1
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Articles of Incorporation incorporated by reference to the filing on Form 10-SB dated July 5, 2005.
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3.2 Bylaws incorporated by reference to the filing on Form 10-SB dated July 5, 2005
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10.1
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Thurman Investments Corporation Option, incorporated by reference from exhibit to Current Report on Form 8K filed on November 9, 2010, incorporated by reference to the Current Report on Form 8-K/A filed on February 1, 2011.
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10.2
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License Agreement dated December 23, 2010 between China Wastewater, Inc. and Ecofluid Systems, Inc, incorporated by reference to the Current Report on Form 8-K/A filed on February 1, 2011.
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10.3
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Non-Exclusive Right of Purchase dated December 23, 2010 between China Wastewater, Inc. and Ecofluid Systems, Inc, incorporated by reference to the Current Report on Form 8-K/A filed on February 1, 2011.
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10.4
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Strategic Alliance Agreement dated September 1, 2010, between China Wastewater, Inc. and Renmin University of China School of Environment and Natural Resources, incorporated by reference to the Current Report on Form 8-K/A filed on February 1, 2011.
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10.5
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Strategic Alliance Agreement dated November 11, 2010, between China Wastewater, Inc. and Shandong Provincial Urban Construction Design Institute, incorporated by reference to the Current Report on Form 8-K/A filed on February 1, 2011.
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10.6
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Promissory Note dated July 15, 2010, between Alpha Wastewater, Inc., and Asiamera Capital, Inc, incorporated by reference to the Current Report on Form 8-K/A filed on February 1, 2011.
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10.7
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Funding Agreement dated July 9, 2010 between Alpha Wastewater, Inc., and Weibiao Xu and Associates (CFG”), together with Addendum dated October 18, 2010, and Promissory Note dated November 10, 2010, incorporated by reference to the Current Report on Form 8-K/A filed on February 1, 2011.
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10.9
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Asset Purchase Agreement dated May 13, 2011, by and between Silicon South, Inc., Ecofluid Systems, Inc, and Karel V. Galland, incorporated by reference to the Current Report on Form 8-K/A filed on June 21, 2011.
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10.10
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Technology Transfer License Agreement, dated May 13, 2011, by and between Silicon South, Inc., and ECOfluid Systems, Inc., incorporated by reference to the Current Report on Form 8-K/A filed on June 21, 2011.
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10.11
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Addendum to Technology Transfer License Agreement, dated June 14, 2011, by and between Silicon South, Inc., and ECOfluid Systems, Inc., incorporated by reference to the Current Report on Form 8-K/A filed on June 21, 2011.
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10.12
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Consulting Services Agreement dated May 13, 2011, by and between Silicon South, Inc., and Karel V. Galland., incorporated by reference to the Current Report on Form 8-K/A filed on June 21, 2011.
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10.13
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Share Transfer Agreement dated May 13, 2011, by and between Asiamera Capital, Inc., a Nevada corporation, and/or Brian L. Hauff, as Sellers, and Karel V. Galland, as Buyer, incorporated by reference to the Current Report on Form 8-K/A filed on June 21, 2011.
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16.1
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Letter regarding change in certifying accountant from R.R. Hawkins & Associates International, a PSC (incorporated by reference from Form 8-K filed on November 9, 2010, incorporated by reference to the Current Report on Form 8-K/A filed on February 1, 2011.
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31.1*
|
Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2*
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Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1*
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Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2*
|
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
* Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
SILICON SOUTH, INC.
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By: /s/ “Brian Hauff"
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Brian Hauff, Chief Executive Officer
Date: August 22, 2011
By: /s/ “Xinlin Huang”
Xinlin Huang, Chief Financial Officer
Date: August 22, 2011
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