Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 31, 2011
Commission file number 333-165381
UNSEEN SOLAR, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
505 Camino Elevado
Bonita, CA 91902
(Address of principal executive offices, including zip code)
Telephone (619)247-9630 Facsimile (619)421-2653
(Telephone number, including area code)
Abby L. Ertz, Esq.
The Ertz Law Group
2534 State Street, Suite 203
San Diego, CA 92101
Telephone (619)840-4566 Facsimile (619)795-8400
(Name, address and telephone number of agent for service)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 last 90 days. YES [X] 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 (ss.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 [ ] 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,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
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 [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 3,000,000 shares as of August 29,
2011.
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the period ended July 31,
2011, prepared by the company, immediately follow.
2
Unseen Solar, Inc.
(A Development Stage Company)
Balance Sheets
--------------------------------------------------------------------------------
As of As of
July 31, January 31,
2011 2011
-------- --------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 1,246 $ 9,979
-------- --------
TOTAL CURRENT ASSETS 1,246 9,979
-------- --------
TOTAL ASSETS $ 1,246 $ 9,979
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 1,800 $ 68
Advances from officer -- --
-------- --------
TOTAL CURRENT LIABILITIES 1,800 68
LONG-TERM LIABILITIES
Accrued interest payable 171 123
Note payable - related party 2,400 2,400
-------- --------
TOTAL LONG-TERM LIABILITIES 2,571 2,523
TOTAL LIABILITIES 4,371 2,591
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock ($0.0001 par value, 20,000,000 shares
authorized; zero shares issued and outstanding
as of July 31, 2011 and January 31, 2011 -- --
Common stock, ($0.0001 par value, 100,000,000 shares
authorized; 3,000,000 shares issued and outstanding
as of July 31, 2011 and January 31, 2011 respectively 300 300
Additional paid-in capital 24,700 24,700
Deficit accumulated during development stage (28,125) (17,612)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (3,125) 7,388
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 1,246 $ 9,979
======== ========
The accompanying notes are an integral part of these financial statements
3
Unseen Solar, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
--------------------------------------------------------------------------------
January 8, 2010
Three months Three months Six months Six months (inception)
Ended Ended Ended Ended through
July 31, July 31, July 31, July 31, July 31,
2011 2010 2011 2010 2011
---------- ---------- ---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ----------
TOTAL REVENUES -- -- -- -- --
GENERAL & Administrative Expenses
Administrative expenses 1,180 1,598 3,065 4,254 10,754
Professional fees 1,800 1,500 7,400 6,500 17,200
---------- ---------- ---------- ---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 2,980 3,098 10,465 10,754 27,954
---------- ---------- ---------- ---------- ----------
LOSS FROM OPERATION (2,980) (3,098) (10,465) (10,754) (27,954)
---------- ---------- ---------- ---------- ----------
OTHER EXPENSE `
Interest expense 24 -- 48 -- 171
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS) $ (3,004) $ (3,098) $ (10,513) $ (10,754) $ (28,125)
========== ========== ========== ========== ==========
BASIC EARNINGS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.01)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 3,000,000 2,000,000 3,000,000 2,000,000
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements
4
Unseen Solar, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
--------------------------------------------------------------------------------
January 8, 2010
Six months Six months (inception)
Ended Ended through
July 31, July 31, July 31,
2011 2010 2011
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(10,513) $(10,754) $(28,125)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Increase (Decrease) in accounts payable and accrued liabilities 1,732 (300) 1,800
Increase in accrued interest 48 -- 171
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (8,733) (11,054) (26,154)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in advance from officer -- (299) --
Increase in note payable - related party -- 7,000 2,400
Issuance of common stock -- -- 25,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- 6,701 27,400
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (8,733) (4,353) 1,246
CASH AT BEGINNING OF PERIOD 9,979 4,999 --
-------- -------- --------
CASH AT END OF PERIOD 1,246 646 $ 1,246
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of these financial statements
5
Unseen Solar, Inc.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
July 31, 2011
--------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Unseen Solar, Inc. (the "Company") was incorporated on January 8, 2010 under the
laws of the State of Delaware to enter into the solar energy industry. The
Company's activities to date have been limited to organization and capital. The
Company has been in the development stage since its formation and has not yet
realized any revenues from its planned operations. The Company's fiscal year end
is January 31.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INTERIM FINANCIAL STATEMENTS
The accompanying interim unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 8 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In our opinion, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and six months period ended July 31, 2011 are
not necessarily indicative of the results that may be expected for the year
ending January 31, 2012. For further information, refer to the financial
statements and footnotes thereto included in our Form 10-K Report for the fiscal
year ended January 31, 2011.
ACCOUNTING BASIS
The statements were prepared following generally accepted accounting principles
of the United States of America consistently applied.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing these financial
statements in accordance with U.S. generally accepted accounting principles.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses.
CASH AND CASH EQUIVALENTS
Cash equivalents include short-term, highly liquid investments with maturities
of three months or less at the time of acquisition.
6
Unseen Solar, Inc.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
July 31, 2011
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
The Company accounts for its income taxes in accordance with FASB Accounting
Standards Codification ("ASC") No. 740, "Income Taxes". Under this method,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
balances. Deferred tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable income in the
years in which those differences are expected to be recovered or settled.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the date of enactment or substantive enactment.
FINANCIAL INSTRUMENTS
Fair value measurements are determined based on the assumptions that market
participants would use in pricing an asset or liability. ASC 820-10 establishes
a hierarchy for inputs used in measuring fair value that maximizes the use of
observable inputs and minimizes the use of unobservable inputs by requiring that
the most observable inputs be used when available. FASB ASC 820 establishes a
fair value hierarchy that prioritizes the use of inputs used in valuation
methodologies into the following three levels:
* Level 1: Quoted prices (unadjusted) for identical assets or liabilities in
active markets. A quoted price in an active market provides the most
reliable evidence of fair value and must be used to measure fair value
whenever available.
* Level 2: Significant other observable inputs other than Level 1 prices such
as quoted prices for similar assets or liabilities; quoted prices in markets
that are not active; or other inputs that are observable or can be
corroborated by observable market data.
* Level 3: Significant unobservable inputs that reflect a reporting entity's
own assumptions about the assumptions that market participants would use in
pricing an asset or liability. For example, level 3 inputs would relate to
forecasts of future earnings and cash flows used in a discounted future cash
flows method.
The recorded amounts of financial instruments, including cash equivalents
accounts payable and accrued expenses, and long-term debt approximate their
market values as of July 31, 2011 and January 31, 2011.
7
Unseen Solar, Inc.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
July 31, 2011
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NET LOSS PER SHARE
Basic loss per share includes no dilution and is computed by dividing loss
available to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive loss per share reflects the potential
dilution of securities that could share in the losses of the Company. Because
the Company does not have any potentially dilutive securities, the accompanying
presentation is only of basic loss per share.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Recent accounting pronouncements that the Company has adopted or that will be
required to adopt in the future are summarized below.
In January 2010, the Financial Accounting Standards Board ("FASB") issued
guidance to amend the disclosure requirements related to recurring and
nonrecurring fair value measurements. The guidance requires new disclosures on
the transfers of assets and liabilities between Level 1 (quoted prices in active
market for identical assets or liabilities) and Level 2 (significant other
observable inputs) of the fair value measurement hierarchy, including the
reasons and the timing of the transfers. Additionally, the guidance requires a
roll forward of activities on purchases, sales, issuance, and settlements of the
assets and liabilities measured using significant unobservable inputs (Level 3
fair value measurements). The guidance became effective for us with the
reporting period beginning January 1, 2010, except for the disclosure on the
roll forward activities for Level 3 fair value measurements, which will become
effective for us with the reporting period beginning July 1, 2011. Other than
requiring additional disclosures, adoption of this new guidance did not have a
material impact on our financial statements.
In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities
that declare dividends to shareholders that may be paid in cash or shares at the
election of the shareholders are considered to be a share issuance that is
reflected prospectively in EPS, and is not accounted for as a stock dividend.
This standard is effective for interim and annual periods ending on or after
December 15, 2009 and is to be applied on a retrospective basis. The adoption of
this standard is not expected to have a significant impact on the Company's
financial statements.
8
Unseen Solar, Inc.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
July 31, 2011
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
On February 24, 2010, the FASB issued guidance in the "Subsequent Events" topic
of the FASC to provide updates including: (1) requiring the company to evaluate
subsequent events through the date in which the financial statements are issued;
(2) amending the glossary of the "Subsequent Events" topic to include the
definition of "SEC filer" and exclude the definition of "Public entity"; and (3)
eliminating the requirement to disclose the date through which subsequent events
have been evaluated. This guidance was prospectively effective upon issuance.
The adoption of this guidance did not impact the Company's results of operations
of financial condition.
The Company has implemented all new accounting pronouncements that are in effect
and that may impact its financial statements and does not believe that there are
any other new accounting pronouncements that have been issued that might have a
material impact on its financial position or results of operations.
NOTE 3 - PROVISION FOR INCOME TAXES
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and
carry-forwards are expected to be available to reduce taxable income. As the
achievement of required future taxable income is uncertain, the Company recorded
a valuation allowance. As of July 31, 2011 the Company had a net operating loss
carry-forward of approximately $28,125. Net operating loss carry-forward,
expires twenty years from the date the loss was incurred.
The Company is subject to United States federal and state income taxes at an
approximate rate of 34%. The reconciliation of the provision for income taxes at
the United States federal statutory rate compared to the Company's income tax
expense as reported is as follows:
July 31, January 31,
2011 2011
-------- --------
Net loss before income taxes per financial statements $ 28,125 $ 17,612
Income tax rate 34% 34%
Income tax recovery (9,563) (5,988)
Permanent differences -- --
Temporary differences -- --
Valuation allowance change 9,563 5,988
Provision for income taxes -- --
9
Unseen Solar, Inc.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
July 31, 2011
--------------------------------------------------------------------------------
NOTE 3 - PROVISION FOR INCOME TAXES- CONTINUED
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Deferred income taxes
arise from temporary differences in the recognition of income and expenses for
financials reporting and tax purposes. The significant components of deferred
income tax assets and liabilities at July 31, 2011 are as follows:
July 31, January 31,
2011 2011
-------- --------
Net operating loss carryforward $ 9,563 $ 5,988
Valuation allowance (9,563) (5,988)
Net deferred income tax asset -- --
The Company has recognized a valuation allowance for the deferred income tax
asset since the Company cannot be assured that it is more likely than not that
such benefit will be utilized in future years. The valuation allowance is
reviewed annually. When circumstances change and which cause a change in
management's judgment about the realizability of deferred income tax assets, the
impact of the change on the valuation allowance is generally reflected in
current income.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is not presently involved in any litigation.
10
Unseen Solar, Inc.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
July 31, 2011
--------------------------------------------------------------------------------
NOTE 5 - GOING CONCERN
Future issuances of the Company's equity or debt securities will be required in
order for the Company to continue to finance its operations and continue as a
going concern. The Company's present revenues are insufficient to meet operating
expenses. The financial statement of the Company have been prepared assuming
that the Company will continue as a going concern, which contemplates, among
other things, the realization of assets and the satisfaction of liabilities in
the normal course of business. The Company has incurred cumulative net losses of
$28,125 since its inception and requires capital for its contemplated
operational and marketing activities to take place. The Company's ability to
raise additional capital through the future issuances of common stock is
unknown. The obtainment of additional financing, the successful development of
the Company's contemplated plan of operations, and its transition, ultimately,
to the attainment of profitable operations are necessary for the Company to
continue operations. The ability to successfully resolve these factors raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements of the Company do not include any adjustments that may
result from the outcome of these aforementioned uncertainties.
NOTE 6 - RELATED PARTY TRANSACTIONS
Dr. Edward F. Myers, the sole officer and director of the Company, may in the
future, become involved in other business opportunities as they become
available, thus he may face a conflict in selecting between the Company and his
other business opportunities. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 7 - NOTE PAYABLE - RELATED PARTY
During the fiscal year the Company received cash totaling $9,400 from EFM
Venture Group, Inc. in the form of two promissory notes and made one payment of
$7,000 in cash. EFM Venture Group, Inc. is 100% owned by the company director.
As of July 31, 2011 the amount due to EFM Venture Group was $2,400.
Through July 31, 2010, the Company received $7,000 loan. This loan is at 4%
interest with principle and interest all due on July 31, 2012 (Note 1). On
November 27, 2010, the Company made a payment of $7,000 to EFM Venture Group. As
of July 31, 2011, accrued interest is $92.
On October 6, 2010, the Company received $2,400 loan. This loans is at 4%
interest with principle and interest all due on October 6, 2012 (Note 2). As of
July 31, 2011, accrued interest is $79.
Accrued interest payable on both notes was $171 as of July 31, 2011.
11
Unseen Solar, Inc.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
July 31, 2011
--------------------------------------------------------------------------------
NOTE 8 - STOCK TRANSACTIONS
On January 12, 2010, the Company issued a total of 2,000,000 shares of common
stock to one director for cash in the amount of $0.0025 per share for a total of
$5,000
On November 26, 2010, the Company issued a total of 1,000,000 shares of common
stock to 26 individuals for cash in the amount of $0.02 per share for a total of
$20,000
As of July 31, 2011 the Company had 3,000,000 shares of common stock issued and
outstanding.
NOTE 9 - STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of July 31, 2011 and January 31, 2011:
Common stock, $ 0.0001 par value: 100,000,000 shares authorized; 3,000,000
shares issued and outstanding .
Preferred stock, $ 0.0001 par value: 20,000,000 shares authorized; no shares
issued and outstanding.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
RESULTS OF OPERATIONS
We are a development stage company and have generated no revenues since
inception (January 8, 2010) and have incurred $28,125 in expenses through July
31, 2011. For the three months ended July 31, 2011 we incurred $2,980 in general
and administrative expenses and $24 in interest expense.
The following table provides selected financial data about our company for the
period ended July 31, 2011.
Balance Sheet Data: 7/31/11
------------------- -------
Cash $ 1,246
Total assets $ 1,246
Total liabilities $ 4,371
Shareholders' equity (deficit) $(3,125)
Cash provided by financing activities since inception through July 31, 2011 was
$5,000 from the sale of 2,000,000 shares of common stock to our officer and
director in January 2010. On November 26, 2010 we completed an offering of
1,000,000 shares of common stock to 26 individuals pursuant to the S-1
Registration Statement we filed with the US Securities and Exchange Commission.
Total proceeds from the offering were $20,000.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at July 31, 2011 was $1,246, with $4,371 in outstanding
liabilities, consisting of $1,800 in accounts payable, $171 in interest payable
and $2,400 in a loan from a related party. If we experience a shortfall of cash
our director has agreed to loan us additional funds for operating expenses,
however he has no legal obligation to do so. Our plan of operation for the next
twelve months is to introduce our product to the contractor industry via direct
mail and our website http://www.unseensolar.com. Total expenditures over the
next 12 months are expected to be approximately $20,000. We are a development
stage company and have generated no revenue to date.
13
PLAN OF OPERATION
Unseen Solar plans to introduce its proposed product to the contractor industry
via direct mail and our website http://www.unseensolar.com. The Company plans to
especially target roofing contractors. Unseen Solar feels that its product is
practical both as a retrofit for existing houses and for new construction. The
cost of installing our product at the time the roof is built should be
advantageous. Installing tile roofs on existing properties is financially
rewarding since, due to wild fires, some insurance companies provide incentives
for conversion to tile roofs from flammable shingles.
PROPOSED MILESTONES TO IMPLEMENT BUSINESS OPERATIONS
The following milestones are estimates only. The working capital requirements
and the projected milestones are approximations only and subject to adjustment
based on costs and needs. Our 12 month budget is based on minimum operations. If
we begin to generate profits we will increase our sales activity accordingly. We
estimate sales to begin within 12 months. Because our business is client-driven,
our revenue requirements will be reviewed and adjusted based on sales. The costs
associated with operating as a public company are included in our budget.
Management will be responsible for the preparation of the required documents to
keep the costs to a minimum. We plan to start the following activities during
the next twelve months
The Company has completed a brochure and is in the process of distributing it to
pool maintenance personal and to the marketers of pool supplies.
We will follow up contacting contractors who have been sent brochures and have
shown an interest in our product. We will contact pool builders who may be
interested in using our product when they install new pools. We will design a
brochure to be used for direct mail with pool owners. (Cost estimate - $2,000)
Continue our direct mail campaign and work with any contractors and pool
builders who have interested customers. (Cost estimate - $4,000)
If the Company has customers or revenue during this 12 month period, the
business plan may change or be accelerated. There can however, be no assurance
that the Company will have either customers, revenue or sufficient capital to
carry out all of the above plans.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
14
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is accumulated and communicated to our management, including our
principal executive and financial officer so that it may be recorded, processed,
summarized and reported within the time periods specified in SEC rules and forms
relating to our company, particularly during the period when this report was
being prepared.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter ended July 31, 2011 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Registration
Statement on Form S-1, filed under SEC File Number 333-165381, at the SEC
website at www.sec.gov:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
15
SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) 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.
August 29, 2011 Unseen Solar, Inc., Registrant
By: /s/ Edward F. Myers II
---------------------------------------------------------
Edward F. Myers II, President, Chief Executive Officer,
Principal Accounting Officer, and Chief Financial Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
August 29, 2011 Unseen Solar, Inc., Registrant
By: /s/ Edward F. Myers II
---------------------------------------------------------
Edward F. Myers II, President, Chief Executive Officer,
Principal Accounting Officer, and Chief Financial Officer
1
