As
filed with the Securities and Exchange Commission on February 8, 2012
An
Exhibit List can be found on page II-5.
Registration
No. 333-168068
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 7
to
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Solarflex
Corp.
(Exact
name of Registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation or organization)
3841
(Primary
Standard Industrial Classification Code Number)
42-1771817
(I.R.S.
Employer Identification Number)
c/o
Sergei Rogov
12
Abba Hillel Silver Street, 11th Floor
Ramat
Gan, 52506, Israel
Phone
number: 972-3-753-9888
Fax
number: 972-3-725-2632
(Address
and telephone number of Registrant's principal executive offices)
Solarflex
Corp.
113
Barksdale Professional Center
Newark,
DE 19711
Tel.
302-266-9367
(Name,
address, including zip code, and telephone number,
Including
area code, of agent for service)
Copies
of communications to:
SRK
Law Offices
7
Oppenheimer Street
Rabin
Science Park
Rehovot,
Israel 76701
Telephone
No.: (718) 360-5351
Facsimile
No.: +972 8-936-6000
Our
company plans to commence the proposed sale of our common stock to the public as soon as the S-1 becomes effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. S
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933,
please check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. ¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨
Indicate
by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large
accelerated filer
|
¨
|
Accelerated
Filer
|
¨
|
|
Non-accelerated
filer
|
¨
|
Smaller
reporting company
|
S
|
Calculation
of Registration Fee
|
|
|
|
|
Proposed
|
|
|
Proposed
|
|
|
Amount
|
|
Title
|
|
Amount
|
|
|
Maximum
|
|
|
Maximum
|
|
|
of
|
|
Of
Securities
|
|
to
be
|
|
|
Offering
Price
|
|
|
Aggregate
|
|
|
Registration
|
|
To
be Registered
|
|
Registered
|
|
|
Per
Share
|
|
|
Offering
Price (1)
|
|
|
Fee
(1)(2)
|
|
Common
Stock(1)
|
|
|
2,500,000 |
|
|
$ |
0.03 |
|
|
$ |
75,000 |
|
|
$ |
6.00 |
|
Par
value $0.0001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per
share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Estimated pursuant to Rule 457(o) under the Securities Act of
1933 solely for the purpose of computing the amount of the registration fee.
|
Solarflex Corp. does not intend to escrow
any funds received through this offering. Once funds are received as the result of a completed sale of common stock being issued
by us, those funds will be placed into our corporate bank account and may be used at the discretion of the management (as per
Item 501(b)(8)(iii) of Regulation S-K).
The
registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
THE
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND IS SUBJECT TO COMPLETION AND MAY BE CHANGED. THE SECURITIES MAY NOT BE SOLD
UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
Preliminary
Prospectus Subject To Completion Dated February 8, 2012
Solarflex
Corp.
Up
to a Maximum of 2,500,000 Shares of Common Stock at $0.03 Per Share
This
prospectus relates to our initial public offering of 2,500,000 shares of our common stock at an offering price of $0.03 per share.
The offering will commence once this prospectus becomes effective and will close no later than August 8, 2012, which is 180 days
thereafter, unless we decide to extend the offering period, in our absolute discretion, by a further 90 days. We will
pay all expenses incurred in this offering. The common stock is being offered by us on a no-minimum basis. Since there are no
minimum purchase requirements, we may not receive any proceeds or we may receive only minimal proceeds from this offering. To
the extent that we receive funds in this offering, they will be immediately available for our use since we have no arrangements
to place funds in escrow, trust or similar account.
If
all of the shares offered by us are purchased, the net proceeds to us will be $48,500. This is our initial public offering and
no public market currently exists for shares of our common stock. Our common stock is presently not traded on any public market
or securities exchange, and we have not applied for listing or quotation on any public market.
We
are offering our shares of common stock on a best efforts basis. We are not required to sell any specific number or dollar amount
of securities but will use our best efforts to sell the securities offered. This means there is no guarantee that we will be able
to sell all or any of the shares being offered. Our common stock will be sold by our Directors and we will not be utilizing an
underwriter for this offering. The intended methods of communication with potential investors include, without limitation, telephone
and personal contacts. Such persons will not be paid any commissions or any other form of compensation for such sales. For more
information, see the section of this prospectus entitled "Plan of Distribution."
OUR
BUSINESS IS SUBJECT TO MANY RISKS AND AN INVESTMENT IN OUR COMMON STOCK WILL ALSO INVOLVE A HIGH DEGREE OF RISK.
YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING "RISK FACTORS" BEGINNING ON PAGE 8 BEFORE INVESTING
IN OUR COMMON STOCK.
Prior
to this offering, there has been no public market for our common stock and we have not applied for listing or quotation on any
public market. The offering price of $0.03 per share offered hereby was determined arbitrarily, based on a determination by the
Board of Directors of the price at which they believe investors would be willing to purchase the shares, the lack of liquidity
resulting from the fact that there is no present market for our stock, and the high level of risk considering our lack of profitable
operating history; however, the offering price bears no relationship to our assets, book value, earnings or any other customary
investment criteria, and has not been determined by any independent financial evaluation. After the effective date of the
registration statement, we intend to have a market maker file an application with the Financial Industry Regulatory Authority
(“FINRA”) to have our common stock quoted on the OTC Bulletin Board. We currently have no market maker who is willing
to list quotations for our stock. There is no assurance that an active trading market for our shares will develop, or, if developed,
that it will be sustained.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
BECAUSE
THERE IS NO MINIMUM NUMBER OF SHARES REQUIRED TO BE SOLD IN ORDER TO CLOSE THIS OFFERING, PROCEEDS FROM THIS OFFERING WILL NOT
BE HELD IN ESCROW AND WILL BE IMMEDIATELY AVAILABLE FOR OUR USE, WITHOUT CONDITION, REGARDLESS OF THE AMOUNT OF PROCEEDS RAISED.
IF WE FILE FOR BANKRUPTCY PROTECTION OR A PETITION FOR INVOLUNTARY BANKRUPTCY IS FILED BY CREDITORS AGAINST US, YOUR FUNDS WILL
BECOME PART OF THE BANKRUPTCY ESTATE AND ADMINISTERED ACCORDING TO THE BANKRUPTCY LAWS. AS SUCH, YOU WILL LOSE YOUR INVESTMENT
AND YOUR FUNDS WILL BE USED TO PAY CREDITORS.
There
is no minimum amount of shares to be sold and therefore if we do not raise at least
$38,000 (78% of the total offering) in net proceeds we may have to suspend or cease
operations within twelve months.
Only
if we reach the maximum net offering of $48,500 will we have enough funds to pay our current liabilities ( besides the officer
loans ) and stay in business for twelve months however we will not have enough funds to pay the officer loans of approximately
$55,000 and therefore we will need to raise an additional amount of approximately $60,000 in order to avoid the filing for protection
under bankruptcy laws.
The
information in this prospectus is not complete and may be amended. We may not sell these securities until the Registration Statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it
is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
The
date of this prospectus is February 8, 2012
TABLE
OF CONTENTS
Prospectus
Summary
|
|
5
|
Our
Company
|
|
5
|
Selected
Summary Financial Data
|
|
7
|
Risk
Factors
|
|
8
|
Use
of Proceeds
|
|
16
|
Our
Business
|
|
18
|
Management’s
Discussion and Analysis of Financial Condition or Plan of Operation
|
|
22
|
Market
for Common Equity and Related Stockholder Matters
|
|
26
|
Directors,
Executive Officers, Promoters and Control Persons
|
|
26
|
Executive
Compensation
|
|
28
|
Certain
Relationships and Related Transactions
|
|
29
|
Security
Ownership of Certain Beneficial Owners and Management
|
|
30
|
Shares
Eligible for Future Sale
|
|
31
|
Plan
of Distribution
|
|
32
|
Changes
In and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
34
|
Indemnification
for Securities Act Liabilities
|
|
34
|
Legal
Matters
|
|
35
|
Experts
|
|
35
|
Interest
of Named Experts and Counsel
|
|
35
|
Available
Information
|
|
35
|
Index
to Financial Statements
|
|
F-1
|
You
may rely only on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to
provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any securities other than the common stock offered by this prospectus. This prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any common stock in any circumstances in which such offer or solicitation is unlawful. Neither
the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any
implication that there has been no change in our affairs since the date of this prospectus or that the information contained by
reference to this prospectus is correct as of any time after its date.
DEALER
PROSPECTUS DELIVERY OBLIGATION
Until
______________ (90 days after the effective date of this prospectus), all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’
obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
Prospectus
Summary
The
following summary highlights selected material information contained elsewhere in this prospectus. This summary does not contain
all the information you should consider before investing in the securities. Before making an investment decision, you should read
the entire prospectus carefully, including the "Risk Factors" section, the financial statements, and the notes to the financial
statements. All references to "we," "us," "our," "Solarflex," "Company," "Registrant" or similar terms used in this prospectus
refer to Solarflex Corp.
Our
Company
We
were incorporated in Delaware on February 12, 2010. We are a development stage company established for the purpose of developing,
manufacturing and selling a solar photovoltaic element (also known as a photovoltaic cell) based on certain proprietary technology
that is expected to enable an increase in solar energy conversion and thus provide energy at a lower cost. A photovoltaic
element is a device that converts light into electrical flow.
On
March 10, 2010, we entered into a patent sale agreement (the "Patent Sale Agreement ") with P.T Holding, represented by its owner,
Dr. Boris Sigalov, whereby P.T. Holding sold to us all of P.T. Holding’s right, title, and interest in a patent application,
Israel Patent Application Number 198369, (the “Patent Application”), for the design of and manufacturing method for
a solar photovoltaic element. P.T. Holding transferred the Patent Application to us in exchange for our agreeing
to pay P.T. Holding a sum equal to 10% of the royalties that we will receive in relation to the Patent Application.
Our
Company’s future product is based on the design detailed in Israel Patent Application Number 198369, for
the design of and manufacturing method for a solar photovoltaic element. If the product based on this technology is able to be
successfully adopted and implemented in both home and business solar energy markets, we
believe it will deliver a significant improvement in energy conversion efficiency and with that improvement, we believe the solar
energy market will react favorably to a product that has the potential to deliver electricity at a lower cost. However,
as our Directors and officers have no experience in operating a company that sells solar photovoltaic elements we can only
confirm the expected results defined in the patent application by developing a working
prototype of the product. If that is accomplished, we hope that a product based on our technology will be able to achieve efficiency
improvement compared to existing solar photovoltaic elements based on thin film technologies manufactured by First Solar and GE
Solar. Until that prototype is developed and proven to deliver these results, we cannot verify or confirm such expectations.
Nevertheless, we recognize that we still need to establish that the technology will work as expected, and that we can implement
the technology in the production cycle of photovoltaic cells at low cost. Once a working prototype has been developed and
produced and the patent application design is validated, which believe these positive results will enable us to develop and manufacture
the device in commercial quantities, or license the manufacturing and related marketing and selling rights to a third party.
Although a working
prototype has not yet been developed
all of the above assertions in
relation to the expected efficiency
improvement and related cost savings
( including throughout the
prospectus ) are the assumptions
of the current management based
on the extensive and unique experience
in the technology and software
development industry
of the CEO and upon the review
in depth of the acquired patent
and its ramifications . A further
in depth explanation of the patent
and its proposed efficiency and
cost savings should be read in
the section’ PHOTOVOLTIC ELEMENT
TECHNOLOGY ”in
the business section of the Prospectus
.
The
Patent Application is for the design and manufacture of a solar photovoltaic element that absorbs the solar spectrum and that
is expected to enable an increase in solar energy conversion. The device will be manufactured on the basis of at least one vacuum
chamber and will include five layers. As soon as we raise the necessary funds, we will use the raised proceeds to develop a working
prototype of the invention. Although we have not yet engaged a manufacturer to construct a working prototype, based on our
preliminary discussions with certain manufacturing vendors, we believe that it will take approximately twelve months to produce
a working prototype, from design through construction. Once a working prototype has been developed and produced, we will
work to develop and manufacture the device in commercial quantities.
Our
principal offices are currently located at 12 Abba Hillel Silver Street, 11 th
Floor, Ramat Gan, 52506 Israel. Our telephone number is +972-3-753-9888. Our registered office
in Delaware is located at 113 Barksdale Professional Center, Newark, DE 19711, and our registered agent is Delaware Intercorp.
Our fiscal year end is December 31.
Our
auditors have issued an audit opinion which includes a statement describing their doubts about whether we will continue as a going
concern. Our financial status creates substantial doubt whether we will continue as a going concern. Investors should note that
we have not generated any revenues to date, we do not yet have any products available for sale, and we do not have a fully operational
valid working prototype of our proposed product.
Our
company has minimal cash reserves and will need to raise additional capital within the next twelve months, even if we are able
to sell the maximum number of shares in this offering. The company has no full time employees and our two current officers/Directors
intend to devote approximately five hours per week to our business activities.
Our
Direct Public Offering
We
are offering for sale up to a maximum of 2,500,000 shares of our common stock directly to the public. There is no underwriter
involved in this offering. We are offering the shares without any underwriting discounts or commissions. The purchase price is
$0.03 per share. If all of the shares offered by us are purchased, the gross proceeds before deducting expenses of the offering
will be up to $75,000. The expenses associated with this offering are estimated to be $26,500, or approximately 35% of the gross
proceeds of $75,000, if all the shares offered by us are purchased. If all the shares offered by us are not purchased, then the
percentage of offering expenses to gross proceeds will be higher and a lower amount of proceeds will be realized from this offering.
As
we can use the proceeds even before we raise a sufficient amount of offering proceeds to delay a bankruptcy filing , investors
may lose their entire investment before they know whether we have raised sufficient funds to pay our current liabilities.
We
currently do not intend to register or qualify our stock in any state or seek coverage in one of the recognized securities manuals.
Because the shares of our common stock registered hereunder have not been registered for resale under the blue sky laws of any
state, and we have no current plans to register or qualify our shares in any state, the holders of such shares and persons who
desire to purchase such shares in any trading market that might develop in the future should be aware that there may be significant
state blue sky restrictions upon the ability of investors to purchase and sell such shares. In this regard, each state's
statutes and regulations must be reviewed before engaging in any securities sales activities in a state to determine what is permitted,
or not permitted, in a particular state. Nevertheless, we do intend to file a Form 8-A promptly after this registration
statement becomes effective, thereby subjecting our stock registered hereunder to registration under Section 12 of the Securities
Exchange Act of 1934. Furthermore, even in those states that do not require registration or qualification for the resale
of registered securities, such states may require the filing of notices or place additional conditions on the availability of
exemptions. Accordingly, since many states continue to restrict the resale of securities that have not been qualified for
resale, investors should consider any potential secondary market for our securities to be a limited one.
This
is our initial public offering and no public market currently exists for shares of our common stock. We can offer no assurance
that an active trading market will ever develop for our common stock.
The
offering will terminate on August 8, 2012, which will be 180 days after this registration statement is declared effective by the
Securities and Exchange Commission. However, we may extend the offering by up to 90 days following the 180 day offering period
in our absolute discretion.
The
Offering
Total
shares of common stock outstanding prior
to the offering:
|
|
3,000,000
shares
|
|
|
|
Shares
of common stock being offered by us:
|
|
2,500,000
shares
|
|
|
|
Total
shares of common stock outstanding after the offering:
|
|
5,500,000
shares
|
|
|
|
Gross
proceeds:
|
|
Gross
proceeds from the sale of up to 2,500,000 shares of our common stock will be $75,000.
Use of proceeds from the sale of our shares will be used as general operating capital
to allow us to develop a fully operational valid prototype of the device and attempt
to bring our product to market.
|
|
|
|
Net
proceeds:
|
|
Net
proceeds from the sale of up to 2,500,000 shares of our common stock will be $48,500.
|
|
|
|
Risk
Factors:
|
|
There
are substantial risk factors involved in investing in our Company. For a discussion
of certain factors you should consider before buying shares of our common stock, see
the section entitled "Risk Factors."
|
This
is a self-underwritten public offering, with no minimum purchase requirement. Shares will be offered on a best efforts basis and
we do not intend to use an underwriter for this offering. We do not have an arrangement to place the proceeds from this offering
in an escrow, trust, or similar account. Any funds raised from the offering will be immediately available to us for our immediate
use.
A
Cautionary Note on Forward-Looking Statements
This
prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases,
you can identify forward-looking statements by terminology such as “may,” “should,” “expects,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,”
or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions
and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk
Factors,” that may cause our or our industry’s actual results, levels of activity, performance, or achievements to
be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these
forward-looking statements.
While
these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current
judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates,
predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements
to actual results.
Selected
Summary Financial Data
This
table summarizes our operating and balance sheet data as of the periods indicated. You should read this summary financial data
in conjunction with "Management’s Discussion and Analysis of Financial Condition or Plan of Operation" and our audited financial
statements and notes thereto included elsewhere in this prospectus.
|
|
(February
12, 2010
|
|
|
|
Through
|
|
|
|
September
30, 2011)
|
|
|
|
|
|
Statement
of Operations:
|
|
|
|
|
|
|
|
Total
revenues
|
|
$ |
- |
|
|
|
|
|
|
Total
operating expenses
|
|
$ |
47,908 |
|
|
|
|
|
|
(Loss)
from operations
|
|
$ |
(47,908 |
) |
|
|
|
|
|
Net
(loss)
|
|
$ |
(47,908 |
) |
|
|
|
|
|
(Loss)
per common share
|
|
$ |
(0.01 |
) |
|
|
|
|
|
Weighted
average number of common shares outstanding - Basic and diluted
|
|
|
3,000,000 |
|
|
|
As
of
|
|
|
|
September
30, 2011
|
|
|
|
|
|
Balance
Sheet:
|
|
|
|
|
|
|
|
Cash
in bank
|
|
$ |
562 |
|
|
|
|
|
|
Deferred
Offering Costs
|
|
$ |
25,000 |
|
|
|
|
|
|
Total
current assets
|
|
$ |
25,562 |
|
|
|
|
|
|
Total
assets
|
|
$ |
25,562 |
|
|
|
|
|
|
Total
current liabilities
|
|
$ |
73,160 |
|
|
|
|
|
|
Total
liabilities
|
|
$ |
73,160 |
|
|
|
|
|
|
Total
stockholders' (deficit)
|
|
$ |
(47,608 |
) |
|
|
|
|
|
Total
liabilities and stockholders' equity
|
|
$ |
25,562 |
|
RISK
FACTORS
This
investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below
and the other information in this prospectus. If any of the following risks actually occurs, our business, operating results and
financial condition could be harmed and the value of our stock could go down. This means you could lose all or a part of your
investment.
RISKS
RELATING TO OUR COMPANY
1.
|
Our auditors have expressed substantial doubt about our ability
to continue as a going concern, and if we do not raise at least $38,000 from our offering, we may have to suspend or cease
operations within twelve months.
|
Our
audited financial statements for the period from February 12, 2010, through December 31, 2010, were prepared based on the assumption
that we will continue our operations as a going concern. We were incorporated on February 12, 2010, and do not have a history
of earnings. As a result, our independent accountants in their audit report have expressed substantial doubt about our ability
to continue as a going concern. Continued operations are dependent on our ability to complete equity or debt financing activities
or to generate profitable operations. Such capital formation activities may not be available or may not be available on reasonable
terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. We believe
that if we do not raise net proceeds of at least $38,000 from our offering, we may have to suspend or cease operations within
twelve months. Therefore, we may be unable to continue operations in the future as a going concern. If we cannot continue as a
viable entity, our stockholders may lose some or all of their investment in the Company.
2.
|
We are a development stage company with no operating history
and may never be able to carry out our business plan or achieve any revenues or profitability; at this stage of our business,
even with our good faith efforts, potential investors have a high probability of losing their entire investment.
|
We
are subject to all of the risks inherent in the establishment of a new business enterprise. We were established on February 12,
2010, for the purpose of engaging in the development, manufacture, and sale of a solar photovoltaic element that absorbs the solar
spectrum and, in turn, enables an increase of solar energy conversion. We have not generated any revenues nor have we realized
a profit from our operations to date, and there is little likelihood that we will generate any revenues or realize any profits
in the short term. Any profitability in the future from our business will be dependent upon the successful development of a solar
photovoltaic element that absorbs the solar spectrum and, in turn, enables an increase of solar energy conversion, which itself
is subject to numerous industry-related risk factors as set forth herein. We may not be able to successfully carry out our business.
There can be no assurance that we will ever achieve any revenues or profitability. Accordingly, our prospects must be considered
in light of the risks, expenses, and difficulties frequently encountered in establishing a new business in our industry, and the
fact that our Company is a highly speculative venture involving significant financial risk.
3.
|
We expect to incur operating losses in the next twelve months
because we have no plan to generate revenues unless and until we successfully develop a valid prototype of our solar photovoltaic
element.
|
We
have never generated revenues. We intend to engage in the manufacture and sale of a solar photovoltaic element that absorbs the
solar spectrum and, in turn, enables an increase of solar energy conversion. We own the right to exploit the patent application
for the new invention. However, our solar photovoltaic element is not currently available for sale. We intend to develop a fully
workable prototype, which can then be used to develop and manufacture the actual product. We plan to rely on third parties to
develop a workable prototype and to work with us to manufacture the product. We expect to incur operating losses over the next
twelve months because we have no source of revenues unless and until we are successful in developing a workable prototype of our
solar photovoltaic element. We cannot guarantee that we will ever be successful in developing a workable prototype or in generating
revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue
operations. We can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable
operations.
4.
|
If we are unable to obtain funding for development of a valid
prototype, we will have to delay development of our valid prototype and/or change our line of business, which could result
in the loss of all or a part of your investment.
|
We
intend to use a part of the funds to be raised in this offering to develop and produce a workable prototype for our solar photovoltaic
element. As such, if we are unable to raise at least $38,000 in net proceeds, we will not have sufficient funds (a) to fund our
administrative and operating expenses, (b) to fund our proposed research and development program, and (c) to engage a manufacturing
company to work with us to produce a workable prototype. If we raise only $38,000 in net proceeds, we believe that we will have
sufficient funds available to develop and produce a working prototype; however, we believe we will need at least an additional
$10,500 in net proceeds in order to engage in marketing activities and to bring the product to market on a full-scale basis. Since
there are no refunds on the shares sold in this offering, if any, you may be investing in a company that will not have the funds
necessary to commence operations.
5.
|
We do not have sufficient cash to fund our operating expenses
for the next twelve months, and we will require additional funds through the sale of our common stock, which requires favorable
market conditions and interest in our activities by investors. We may not be able to sell our common stock and funding may
not be available for continued operations.
|
Currently,
without taking into consideration any funds to be raised through this offering, we do not have sufficient cash on hand to fund
our administrative expenses and operating expenses nor our proposed research and development program for the next twelve months,
although our Directors have committed to loan us in the aggregate up to $20,000 to help cover our costs to comply with the federal
securities laws over the next twelve months . In addition, even if we raise $48,500 in net proceeds from this offering,
we will require substantial additional capital following the development and construction of a valid workable prototype and following
our bringing the product to market to fund our activities until we actually generate revenues from the sale of our product.
Because we do not expect to have any cash flow from operations within the next twelve months, we will need to raise additional
capital, which may be in the form of loans from current stockholders and/or from public and private equity offerings. Our
ability to access capital will depend on our success in implementing our business plan. It will also depend upon the status of
the capital markets at the time such capital is sought. Should sufficient capital not be available, the implementation of our
business plan could be delayed, and, accordingly, the implementation of our business strategy would be adversely affected. If
we are unable to raise additional funds in the future, we may have to cease all substantive operations. In such event, investors
would likely not obtain a profitable return on their investment or a return of their investment at all.
6.
|
We have no track record that would provide a basis for assessing
our ability to conduct successful business activities. We may not be successful in carrying out our business objectives.
|
The
revenue and income potential of our proposed business and operations are unproven and the lack of operating history makes it difficult
to evaluate the future prospects of our business. There is nothing at this time on which to base an assumption that our business
operations will prove to be successful or that we will ever be able to operate profitably. Accordingly, we have no track record
of successful business activities, strategic decision-making by management, fund-raising ability, and other factors that would
allow an investor to assess the likelihood that we will be successful in developing a valid workable prototype of our product
and thereafter making it available for sale. There is a substantial risk that we will not be successful in implementing our business
plan, or, if initially successful, in thereafter generating any operating revenues or in achieving profitable operations.
7.
|
Because we are not making provisions for a refund to investors,
you may lose your entire investment.
|
Even
though our business plan is based upon the complete subscription of the shares offered through this offering, the offering makes
no provisions for refund to an investor. We will utilize all amounts received from newly issued common stock purchased through
this offering even if the amount obtained through this offering is not sufficient to enable us to go forward with our planned
operations. Any funds received from the sale of newly issued stock will be placed into our corporate bank account. We do not intend
to escrow any funds received through this offering. Once funds are received as the result of a completed sale of common stock
being issued by us, those funds will be placed into our corporate bank account and may be used at the discretion of management.
8.
|
As a development stage company, we may experience substantial
cost overruns in developing our prototype and creating a strategy for future stages, such as manufacturing and marketing our
product, and we may not have sufficient capital to successfully complete the development and marketing of our product
.
|
We
may experience substantial cost overruns in manufacturing and marketing our prototype and then the product itself, and we may
not have sufficient capital to successfully complete our project. We may not be able to manufacture or market our product because
of industry conditions, general economic conditions, and/or competition from other manufacturers and distributors. In addition,
the commercial success of any product is often dependent upon factors beyond the control of the company attempting to market the
product, including, but not limited to, market acceptance of the product, governmental restrictions, and whether or not third
parties promote the products through prominent marketing channels and/or other methods of promotion. Even if we do succeed in
raising the capital to develop a prototype and begin manufacturing our proposed product, we cannot ensure that the cost for this
device will be found to be warranted and reasonable by potential purchasers, and therefore we cannot ensure that the product,
if developed, will actually find popularity and acceptance.
9.
|
We plan to rely on third parties to develop a prototype and
to manufacture our proposed product .
|
We
plan to rely on third parties to develop a prototype and to work with us to manufacture the product. If we are unable to enter
into manufacturing or distribution agreements, or if our manufacturing and distribution agreements are not satisfactory, we may
not be able to develop or commercialize our product as planned. In addition, we may not be able to contract with third parties
to manufacture our product in an economical manner. Furthermore, third-party manufacturers may not adequately perform their obligations,
which may impair our competitive position. If a manufacturer fails to perform, we could experience significant time delays or
we may be unable to commercialize or continue to market our adapters, which would result in losses of sales and goodwill.
10.
|
We are a small company with limited resources and we may
not be able to compete effectively and increase market share.
|
Solar
photovoltaic elements are part of an industry that is highly regulated and competitive, we cannot guarantee that these distinct
features are enough to effectively capture a significant enough market share to successfully launch and sustain our product. Our
current and potential competitors have longer operating histories, significantly greater resources and name recognition, and a
larger base of distributors and customers than we have. As a result, these competitors have greater name credibility with our
potential distributors and customers. Our competitors also may be able to adopt more aggressive pricing policies and devote greater
resources to the development, promotion, and sale of their products and services than we can to ours. To be competitive, we must
continue to invest significant resources in research and development, sales and marketing, and customer support. We may not have
sufficient resources to make these investments or to develop the technological advances necessary to be competitive, which in
turn could cause our business to suffer and restrict our profitability potential.
11.
|
Our success depends on third party distribution channels.
|
We
intend to sell our product ourselves and through a series of resellers and distributors. Our future revenue growth will depend
in large part on sales of our product through these relationships. We may not be successful in developing distribution relationships.
Entities that distribute our product may compete with us. In addition, these distributors may not dedicate sufficient resources
or give sufficient priority to selling our product. Our failure to develop distribution channels, the loss of a distribution relationship,
or a decline in the efforts of a material reseller or distributor could prevent us from generating sufficient revenues to become
profitable.
12.
|
Changing consumer preferences may negatively impact our business.
|
The
Company's success is dependent upon the ongoing need for, and appeal of, solar photovoltaic elements. Consumer preferences with
respect to such devices are continuously changing and are difficult to predict. Not all areas are suitable for this technology
to gain widespread acceptance; not all consumers are prepared to change or add onto their current power sources. As a result of
changing consumer preferences, we cannot assure you that our product will achieve customer acceptance, or that it will continue
to be popular with consumers for any significant period of time. Our success is dependent upon our ability to develop, introduce,
and gain customer acceptance, and that customers be willing to continue on a long term basis to adapt their standard power sources
to include utilization of our solar photovoltaic element. The failure of our product to achieve and sustain market acceptance
and to produce acceptable margins could have a material adverse effect on our financial condition and results of operations.
13.
|
Because our Directors and officers may not have the
required experience in operating and overseeing a company that sells solar photovoltaic
element devices, they may not be able to successfully operate such a business, which could cause you to lose your
investment .
|
We
are a development stage company and we intend to manufacture, market, and sell solar photovoltaic elements. Sergei Rogov, Vigars
Kaktinieks, and Jonathan Berezovsky, our current Directors and officers, have effective control over all decisions regarding both
policy and operations of our Company with no oversight from other management. Our success is contingent upon the ability of these
individuals to make appropriate business decisions in these areas. However, our Directors and officers may not have the required experience
in operating and overseeing a company that sells solar photovoltaic elements. It is possible that this lack of relevant operational
and managerial experience could prevent us from becoming a profitable business and hinder an investor from obtaining a return
on his investment in us.
14.
|
Because Sergei Rogov, Vigars Kaktinieks, and Jonathan Berezovsky,
have other outside business activities and will only be devoting up to 10% of their time to our operations, our operations
may be sporadic, which may result in periodic interruptions or suspensions of our business activities.
|
Our
Directors and officers are only engaged in our business activities on a part-time basis. This could cause the officers a conflict
of interest between the amount of time they devote to our business activities and the amount of time required to be devoted to
their other activities. Each of Sergei Rogov, Vigars Kaktinieks, and Jonathan Berezovsky, our current Directors and officers,
intends to devote only approximately 5 hours per week to our business activities. After completion of this offering, we intend
to increase our business activities in terms of development, marketing and sales. This increase in business activities may require
that either our Directors or our officers engage in our business activities on a full-time basis or that we hire additional employees;
however, at this time, we do not have sufficient funds to pursue either option.
15.
|
Our Directors and officers own 78% of the outstanding shares
of our common stock, and may be able to influence control of the company or decision making by management of the Company.
|
Our
Directors and officers presently own 78% of our outstanding common stock. If all of the 2,500,000 shares of our common stock being
offered hereby are sold, the shares held by our Directors and officers will constitute approximately 42.55% of our outstanding
common stock.
16.
|
If our intellectual property protection is inadequate, competitors
may gain access to our technology and undermine our competitive position.
|
We
regard our current and future intellectual property as important to our success, and we rely on patent, copyright and trade secrecy
law to protect our proprietary rights. Despite our precautions, unauthorized third parties may copy certain portions of our product
or reverse engineer or obtain and use information that we regard as proprietary. A patent application was filed at the Israeli
Patent Office on April 23, 2009 under the name “Solar Element and Method of Manufacturing the Same” with regard to
the technology underlying our proposed product. The patent application is currently pending. We do not know if a patent
will be issued with the scope of the claims set forth in this patent application, if at all, or whether any patent that may be
granted will be challenged or invalidated. Thus, we cannot assure you that our intellectual property rights can be successfully
asserted in the future or that they will not be invalidated, circumvented or challenged. In addition, the laws of some foreign
countries do not protect proprietary rights to the same extent as do the laws of Israel. Our means of protecting our proprietary
rights in the United States or abroad may not be adequate and competitors may independently develop a similar technology. Any
failure to protect our proprietary information and any successful intellectual property challenges or infringement proceedings
against us could have a material adverse affect on our business, financial condition, or results of operations.
17.
|
We may be subject to intellectual property litigation, such
as patent infringement claims, which could adversely affect our business.
|
Our
success will also depend in part on our ability to develop a commercially viable solar photovoltaic element without infringing
the proprietary rights of others. Although we have not been notified of any infringement claims, in the event of an intellectual
property dispute, we may be forced to litigate. Intellectual property litigation would divert management's attention from developing
our product and would force us to incur substantial costs regardless of whether or not we are successful. An adverse outcome could
subject us to significant liabilities to third parties, and force us to cease operations.
18.
|
Our officers and Directors are located in Israel and our
assets may also be held from time to time outside of the United States.
|
Since
all of our officers and Directors are located in Israel, any attempt to enforce liabilities upon such individuals under the U.S.
securities and bankruptcy laws may be difficult. In accordance with the Israeli Law on Enforcement of Foreign Judgments,
5718-1958, and subject to certain time limitations (the application to enforce the judgment must be made within five years of
the date of judgment or such other period as might be agreed between Israel and the United States), an Israeli court has the discretion
to declare a foreign civil judgment enforceable if it finds that:
|
•
|
the judgment was rendered by a court which was, according to
the laws of the State in which the court is located, competent to render the judgment;
|
|
•
|
the judgment may no longer be appealed;
|
|
•
|
the tenor the judgment is not repugnant to the laws of the State
of Israel or to public policy in Israel; and
|
|
•
|
the judgment is executory in the State in which it was given.
|
It
is unlikely that an Israeli court would deem the tenor of a judgment of a court of the United States in relation to federal securities
law to be repugnant to the laws of the State of Israel or to public policy in Israel. However, given that the decision by
Israeli courts to enforce foreign judgments is discretionary, such a decision cannot be guaranteed.
An
Israeli court will not declare a foreign judgment enforceable if:
|
•
|
the judgment was obtained by fraud;
|
|
•
|
there is a finding of lack of due process;
|
|
•
|
the judgment is in conflict with another judgment that was given
in the same matter between the same parties and that is still valid;
|
|
•
|
at the time the action was instituted in the foreign court,
a suit in the same matter and between the same parties was pending before a court or tribunal in Israel; or
|
|
•
|
the judgment was rendered by a court not competent to render
it according to the laws of private international law in Israel. It should be noted that Israeli courts deem U.S. courts
competent to render a judgments under federal securities law according to the laws of private international law in Israel
|
Furthermore,
anyone bringing a claim against the Company or its directors in Israel will need to show that the Israeli court is not a forum
non conveniens , i.e. inappropriate venue to hear such a claim. An Israeli court, in considering whether it is a forum
non conveniens , will consider which legal forum is most connected to the dispute, the reasonable expectations of the parties
with respect to the place of jurisdiction of the dispute, and public considerations, such as which forum has a true interest in
dealing with the dispute. If the Israeli court, having ruled that it is an appropriate forum to hear the claim, decides
that U.S. law has the strongest linkage to the parties and other circumstances of the case, it will apply U.S. law in adjudicating
the claim. In that case, the content of applicable U.S. law must be proven as a fact, which can be a time-consuming and costly
process.
Our
assets may also be held from time to time outside of the United States. Currently, none of our tangible assets are held
outside of the United States. However, in the future, we expect our prototype, when manufactured, to be held outside of
the United States. Since our Directors and executive officers do not reside in the United States, it may be difficult for
courts in the United States to obtain jurisdiction over our foreign assets or persons, and as a result, it may be difficult or
impossible for you to enforce judgments rendered against us or our Directors or executive officers in United States courts.
Thus, investing in us may pose a greater risk because should any situation arise in the future in which you would have a cause
of action against these persons or against us, you may face potential difficulties in bringing lawsuits or, if successful, in
collecting judgments against these persons or against the Company.
19.
|
Conditions in Israel, where our officers and Director and
our corporate offices are located, may adversely affect our operations.
|
Since
the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its Arab neighbors,
and the continued state of hostility, varying in degree and intensity, has led to security and economic problems for Israel.
Since October 2000, there has been a significant increase in violence, primarily in the West Bank and the Gaza Strip. As a result,
negotiations between Israel and representatives of the Palestinian Authority have been sporadic and have failed to result in peace.
The establishment in 2006 of a government in the Gaza territory by representatives of the Hamas militant group has created additional
unrest and uncertainty in the region. At the end of December 2008, Israel engaged in an armed conflict with Hamas lasting for
over three weeks, which involved additional missile strikes from the Gaza Strip into Israel and disrupted most day-to-day civilian
activity in the proximity of the border with the Gaza Strip. We could be adversely affected by hostilities involving Israel,
the interruption or curtailment of trade between Israel and its trading partners, or a significant downturn in the economic or
financial condition of Israel. In addition, the sale of products manufactured in Israel may be adversely affected in certain
countries by restrictive laws, policies or practices directed toward Israel or companies having operations in Israel. In
addition, our Directors and officers are subject to being called upon to perform military service in Israel, and their absence
may have an adverse effect upon our operations. Generally, unless exempt, male adult citizens of Israel under the age of 41 are
obligated to perform up to 36 days of military reserve duty annually. Additionally, all such citizens are subject to being called
to active duty at any time under emergency circumstances.
20.
|
If and when we sell our products, we may be liable for product
liability claims and we presently do not maintain product liability insurance.
|
The
solar photovoltaic element that we are developing may expose us to potential liability from personal injury or property damage
claims by end-users of the product. We currently have no product liability insurance to protect us against the risk that in the
future a product liability claim or product recall could materially and adversely affect our business. The inability to obtain
sufficient insurance coverage at an acceptable cost or otherwise to protect against potential product liability claims could prevent
or inhibit the commercialization of our product. We cannot assure you that when we commence distribution of our product that we
will be able to obtain or maintain adequate coverage on acceptable terms, or that such insurance will provide adequate coverage
against all potential claims. Moreover, even if we maintain adequate insurance, any successful claim could materially and adversely
affect our reputation and prospects, and divert management’s time and attention. If we are sued for any injury allegedly
caused by our future products our liability could exceed our total assets and our ability to pay the liability.
21 .
|
We did not conduct due diligence regarding the inventor’s experience nor regarding what was involved in designing
and patenting the technology.
|
We did not conduct due diligence
regarding the inventor’s experience nor regarding what was involved in designing and patenting the technology that underlies
the Patent Application. We do not know whether the inventor had experience in the photovoltaic element field. Neither can we assure
you that we will be able to develop the technology that is the subject of the Patent Application into a product. Any failure in
the design of the technology that is the subject of the Patent Application could have a material adverse affect on our business,
financial condition, or results of operations.
There is no relationship
between the Company, its affiliates and the Inventor. The inventor did not have the financial ability to commercialize the technology
and or build a prototype. No prototype has been built as of today and therefore it is unable to analyze any results of any such
testing and or reliability and / or cost effectiveness of the related patent pending technology.
22 .
|
We have not yet developed a working product. |
We
cannot assure you that we will be able to develop the technology that is the subject of the Patent Application into a product.
Any failure in the design of the technology that is the subject of the Patent Application could have a material adverse affect
on our business, financial condition, or results of operations.
There
is no relationship between the Company, its affiliates and the Inventor. The inventor
did not have the financial ability to commercialize the technology and or build
a prototype. No prototype has been built as of today and therefore it is unable
to analyze any results of any such testing and or reliability and / or cost effectiveness
of the related patent pending technology.
Risks
Relating to our Common Stock
23.
|
NASD sales practice requirements may limit a stockholder’s
ability to buy and sell our stock .
|
In
addition to the "penny stock" rules described below, the NASD has adopted rules that require that in recommending an investment
to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior
to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts
to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations
of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable
for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers
buy our common stock, which may have the effect of reducing the level of trading activity in our common stock. As a result, fewer
broker-dealers may be willing to make a market in our common stock, reducing a stockholder's ability to resell shares of our common
stock.
24.
|
We may in the future issue additional shares of our common
stock which would reduce investors’ ownership interests in the Company and which may dilute our share value. We do not
need stockholder approval to issue additional shares.
|
Our
certificate of incorporation authorizes the issuance of 500,000,000 shares of common stock, par value $0.0001 per share. The future
issuance of all or part of our remaining authorized common stock may result in substantial dilution in the percentage of our common
stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance
of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the
shares held by our investors, and might have an adverse effect on any trading market for our common stock.
25.
|
Our common stock is subject to the "penny stock" rules of
the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce
the value of an investment in our stock.
|
If
a trading market does develop for our stock, it is likely we will be subject to the regulations applicable to "Penny Stock," the
regulations of the SEC promulgated under the Exchange Act that require additional disclosure relating to the market for penny
stocks in connection with trades in any stock defined as a penny stock. The Securities and Exchange Commission has adopted Rule
15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any non-NASDAQ equity security
that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve
a person's account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement
to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must: (i) obtain financial information and investment experience
objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that
person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions
in penny stocks.
The
broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating
to the penny stock market, which, in highlight form: (i) sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
Generally,
brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult
for investors to dispose of our common stock and cause a decline in the market value of our stock.
Disclosure
also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the
commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to
be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny
stocks.
These
disclosure requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a stock
that becomes subject to the penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers
to trade our securities. We believe that the penny stock rules discourage market investor interest in and limit the marketability
of our common stock.
26.
|
We have not paid dividends in the past and do not expect
to pay dividends in the future. Any return on investment may be limited to the value of our common stock .
|
Because
we do not intend to pay any cash dividends on our shares of common stock, our stockholders will not be able to receive a return
on their shares unless they sell them.
We
intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any
cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive
a return on their shares unless they sell them at a price higher than that which they initially paid for such shares.
27.
|
The offering price of our common stock could be higher than
the market value, causing investors to sustain a loss of their investment.
|
The
price of our common stock in this offering has not been determined by any independent financial evaluation, market mechanism or
by our auditors, and is therefore an arbitrary offering price. As a result, the price of the common stock in this offering may
not reflect the value perceived by the market. There can be no assurance that the shares offered hereby are worth the price for
which they are offered and investors may therefore lose a portion or all of their investment.
28.
|
There is no public market for our stock and a public market
may not be obtained or be liquid and therefore investors may not be able to sell their shares.
|
There
is no established public market for our common stock being offered under this prospectus. While we intend to apply for quotation
of our common stock on the Over-The-Counter (OTC) Bulletin Board system, we have not yet engaged a market maker for the purposes
of submitting such application, and there is no assurance that we will qualify for quotation on the OTC Bulletin Board. Therefore,
purchasers of our common stock in this offering may be unable to sell their shares on any public trading market or elsewhere.
29.
|
State securities laws may limit secondary trading, which
may restrict the states in which you may sell the shares offered by this prospectus .
|
If
you purchase shares of our common stock sold in this offering, you may not be able to resell the shares in any state unless and
until the shares of our common stock are qualified for secondary trading under the applicable securities laws of such state or
there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary
trading in such state. Thirty-three states have what is commonly referred to as a “manual exemption” for secondary
trading of securities such as those to be registered under this registration statement. In these states, so long as the
issuer obtains and maintains a listing in Mergent, Inc. or Standard and Poor’s Corporate Manual, secondary trading of common
stock can occur without any filing, review or approval by state regulatory authorities in these states. These states are: Alaska,
Arizona, Arkansas, Colorado, Connecticut, District of Columbia, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland,
Massachusetts, Michigan, Mississippi, Missouri, Nebraska, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma,
Oregon, Rhode Island, South Carolina, Texas, Utah, Washington, West Virginia, and Wyoming. Ten states provide for an exemption
for non-issuer transactions in outstanding securities effected through a registered broker-dealer when the securities have been
subject to registration under Section 12 of the Securities Exchange Act of 1934 for at least 90 days (180 days in Alabama).
These states are: Alabama, Colorado, District of Columbia, Illinois, Kansas, Missouri, New Jersey, New Mexico, Oklahoma,
and Rhode Island.
We
intend to offer our securities
outside of the United States,
mainly in Israel and in Europe,
and intend to register or qualify
our stock in any state or seek
coverage in one of the recognized
securities manuals. Because
the shares of our common stock
registered hereunder have not
been registered for resale under
the blue sky laws of any state,
and we have no current plans to
register or qualify our shares
in any state, the holders of such
shares and persons who desire
to purchase such shares in any
trading market that might develop
in the future should be aware
that there may be significant
state blue sky restrictions upon
the ability of investors to purchase
and sell such shares. In
this regard, each state's statutes
and regulations must be reviewed
before engaging in any securities
sales activities in a state to
determine what is permitted, or
not permitted, in a particular
state. Nevertheless, we
do intend to file a Form 8-A promptly
after this registration statement
becomes effective, thereby subjecting
our stock registered hereunder
to registration under Section
12 of the Securities Exchange
Act of 1934. Furthermore,
even in those states that do not
require registration or qualification
for the resale of registered securities,
such states may require the filing
of notices or place additional
conditions on the availability
of exemptions. Accordingly,
since many states continue to
restrict the resale of securities
that have not been qualified for
resale, investors should consider
any potential secondary market
for our securities to be a limited
one..
30.
|
Efforts to comply with recently enacted changes in securities
laws and regulations will increase our costs and require additional management resources, and we still may fail to comply.
|
As
directed by Section 404 of the Sarbanes-Oxley Act of 2002, the SEC has adopted rules requiring public companies to include a report
of management on their internal controls over financial reporting in their annual reports on Form 10-K. In addition, the public
accounting firm auditing a public company’s financial statements must attest to and report on management’s assessment
of the effectiveness of its internal controls over financial reporting. These requirements are not presently applicable to us,
but we will become subject to these requirements subsequent to the effective date of this prospectus. If and when these regulations
become applicable to us, and if we are unable to conclude that we have effective internal controls over financial reporting or
if our independent auditors are unable to provide us with an unqualified report as to the effectiveness of our internal controls
over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002, investors could lose confidence in the
reliability of our financial statements, which could result in a decrease in the value of our securities. We have not yet begun
a formal process to evaluate our internal controls over financial reporting. Given the status of our efforts, coupled with the
fact that guidance from regulatory authorities in the area of internal controls continues to evolve, substantial uncertainty exists
regarding our ability to comply by applicable deadlines.
Our
sole officers and directors, makes decisions such as the approval of related party
transactions, the compensation of executive officers, and the oversight of the accounting
function. Additionally, because we only have only two officers and no
other employees , there may be limited segregation of executive duties, and thus,
there may not be effective disclosure and accounting controls to comply with applicable
laws and regulations, which could result in fines, penalties and assessments against
us and possibly have an adverse effect on the fair presentation of our financial
statements . Accordingly, the inherent controls that arise from the segregation
of executive duties and review and/or approval of those duties by the Board of Directors
may not prevail. We
have not adopted corporate governance measures such as an audit or other independent
committees . Prospective investors should bear in mind our current lack of
corporate governance measures in formulating their investment decisions.
31.
|
The amount of our authorized but unissued common equity could
discourage a takeover that stockholders may consider favorable.
|
Under
our Certificate of Incorporation, the Company is authorized to issue 500,000,000 shares of stock. There are 3,000,000 shares
of common stock outstanding prior to this offering. A further 2,500,000 are being offered in this offering, such that following
the offering there will be 5,500,000 shares of common stock outstanding.
32.
|
You will experience an immediate and substantial dilution
of the net tangible book value of the common shares you purchase in this offering .
|
The
initial public offering price per share of our common stock is substantially higher than our net tangible book value per common
share immediately after this offering. For this purpose, the net tangible book value per share represents the total amount of
the Company’s tangible assets, less the total amount of liabilities, divided by the total number of shares outstanding,
and dilution is determined by subtracting the net tangible book value per share after the offering from the initial public offering
price per share. As a result, you may pay a price per share that substantially exceeds the book value of our assets after
subtracting our liabilities. Investors who purchase common stock in this offering will be diluted by $0.0344 per share after
giving effect to the sale of shares of common stock in this offering at an assumed initial public offering price of $0.03 per
share. Further, we may need to raise additional funds in the future to finance our operations. If we obtain capital
in future offerings on a per-share basis that is less than the initial public offering price per share, the value of the price
per share of your common stock will likely be reduced. In addition, if we issue additional equity securities in a future
offering and you do not participate in such offering, there will effectively be dilution in your percentage ownership interest
in the Company.
33.
|
Stockholders may have limited access to information because
we are not yet a reporting issuer and may not become one.
|
While
we intend to file a Form 8-A promptly after this registration statement becomes effective and thereby become a “reporting
issuer” under Section 12 of the Securities Exchange Act of 1934, we are not currently a reporting issuer and upon this registration
statement becoming effective we will be required to comply only with the limited reporting obligations required by Section 13(a)
of the Exchange Act. These reporting obligations may be automatically suspended under Section 15(d) of the Exchange Act
if on the first day of any fiscal year other than the fiscal year in which our registration statement became effective, there
are fewer than 300 shareholders. If we do not become a reporting issuer and instead make a decision to suspend
our public reporting, we will no longer be obligated to file periodic reports with SEC and your access to our business information
will be restricted. In addition, if we do not become a reporting issuer, we will not be required to furnish proxy statements
to security holders, and our directors, officers and principal beneficial owners will not be required to report their beneficial
ownership of securities to the SEC pursuant to Section 16 of the Exchange Act
Use
of Proceeds
The
net proceeds to us from the sale of up to 2,500,000 shares offered at a public offering price of $0.03 per share will vary depending
upon the total number of shares sold. Regardless of the number of shares sold, we expect to incur offering expenses estimated
at approximately $26,500, comprising $25,000 for legal and accounting costs (incurred), and $1,500 of other costs in connection
with this offering (estimated transfer agent fees). The table below shows the net proceeds from this offering that we expect to
receive for scenarios where we sell various amounts of the shares. Since we are making this offering without any minimum requirement,
there is no guarantee that we will be successful at selling any of the securities being offered in this prospectus. Accordingly,
we may sell less than all of the securities offered hereby, which may significantly reduce the actual amount of proceeds we will
raise in this offering.
Percent
of Net Proceeds Received
|
|
20%
|
|
|
40%
|
|
|
60%
|
|
|
80%
|
|
|
100%
|
|
Shares
Sold
|
|
|
500,000 |
|
|
|
1,000,000 |
|
|
|
1,500,000 |
|
|
|
2,000,000 |
|
|
|
2,500,000 |
|
Gross
Proceeds
|
|
|
15,000 |
|
|
$ |
30,000 |
|
|
$ |
45,000 |
|
|
$ |
60,000 |
|
|
$ |
75,000 |
|
Less
Offering Expenses
|
|
|
(26,500 |
) |
|
$ |
(26,500 |
) |
|
$ |
(26,500 |
) |
|
$ |
(26,500 |
) |
|
$ |
(26,500 |
) |
Net
Offering Proceeds
|
|
|
(11,500 |
) |
|
$ |
3,500 |
|
|
$ |
18,500 |
|
|
$ |
33,500 |
|
|
$ |
48,500 |
|
We
expect to use any proceeds received from the offering for general corporate purposes, including the working capital needs, all
as set forth below and as described in the section entitled “Plan of Operation.”
All
amounts listed below are estimates.
|
|
40%
|
|
|
60%
|
|
|
80%
|
|
|
100%
|
|
Existing
Liabilities
|
|
$ |
3,500 |
|
|
$ |
18,193 |
|
|
$ |
18,193 |
|
|
$ |
18,193 |
|
Technology
Development and Engineering Costs
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
10,500 |
|
|
$ |
10,500 |
|
Prototype
Manufacturing Costs
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
3,500 |
|
|
$ |
3,500 |
|
Marketing
and Sales Activities
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
14,807 |
|
Overhead/Administrative
costs
|
|
$ |
— |
|
|
$ |
307 |
|
|
$ |
1,307 |
|
|
$ |
1,500 |
|
Total:
|
|
$ |
3,500 |
|
|
$ |
18,500 |
|
|
$ |
33.500 |
|
|
$ |
48,500 |
|
Our
offering expenses are comprised of legal and accounting expenses and transfer agent fees. Our officers and Directors will not
receive any compensation for their efforts in selling our shares.
We
do not intend to use the proceeds to acquire assets or finance the acquisition of other businesses, nor to repay loans, including
the unsecured, non-interest bearing loans from our Directors, nor for salaries or other payments to our officers or Directors.
At present, no material changes are contemplated. Should there be any material changes in the projected use of proceeds in connection
with this offering, we will issue an amended prospectus reflecting the new uses.
In
all instances, after the effectiveness of this registration statement, the Company will need some amount of working capital to
maintain its general existence and comply with its public reporting obligations. We estimate that we will need approximately
$20,000 per year to cover expenses for public reporting, legal fees, accounting, auditing, and transfer agent fees. We acknowledge
that regardless of the amount of net proceeds raised in this offering we will have to look elsewhere to cover these expenses.
Our Directors have committed to loan us in the aggregate up to $20,000 to help cover our costs to comply with the federal securities
laws over the next twelve months. Furthermore, in any event, we will need to seek additional funds to cover our expenses
and remain in business beyond the next twelve months. The $38,000 in net proceeds that we need to stay in business for the
upcoming twelve months is comprised of (i) $18,193 for existing liabilities, (ii) $14,000 for prototype development, and the balance
for overhead and administrative expenses. While the existing liabilities on our balance sheet also include $54,977 in shareholder
loans and $25,000 in deferred offering costs, the shareholders loans do not have a fixed repayment date and the deferred offering
costs will be paid out of the gross proceeds from the offering. The net proceeds from the offering will not be used to pay
either of these liabilities.
In
addition to changing allocations because of the amount of proceeds received, we may change the use of proceeds because of required
changes in our business plan. Investors should understand that we have wide discretion over the use of proceeds. Therefore, management
decisions may not be in line with the initial objectives of investors who will have little ability to influence these decisions.
Determination
of Offering Price
Our
common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on
any public market. Our Company will be offering the shares of common stock being covered by this prospectus at a price of $0.03
per share. Such offering price does not have any relationship to any established criteria of value, such as book value or earnings
per share. Because we have no significant operating history and have not generated any revenues to date, the price of our common
stock is not based on past earnings, nor is the price of our common stock indicative of the current market value of the assets
owned by us. No valuation or appraisal has been prepared for our business and potential business expansion.
The
offering price was determined arbitrarily based on a determination by the Board of Directors of the price at which they believe
investors would be willing to purchase the shares. Additional factors that were included in determining the offering price are
the lack of liquidity resulting from the fact that there is no present market for our stock and the high level of risk considering
our lack of profitable operating history.
Dilution
Purchasers
of our securities in this offering will experience immediate and substantial dilution in the net tangible book value of their
common stock from the initial public offering price. Historical net tangible book value per share of common stock is equal to
our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding as of September
30, 2011, as adjusted to give effect to the receipt of net proceeds from the sale of 2,500,000 shares of common stock for $0.03,
which represents net proceeds after deducting estimated offering expenses of $26,500. Dilution in net tangible book value per
share represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering
and the net tangible book value per share of our common stock immediately following this offering.
Shares
Sold
|
|
|
500,000 |
|
|
|
1,000,000 |
|
|
|
1,500,000 |
|
|
|
2,000,000 |
|
|
|
2,500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
Proceeds less oferring Expenses
|
|
|
-11,500 |
|
|
|
3,500 |
|
|
|
18,500 |
|
|
|
33,500 |
|
|
|
48,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Historical
Net Tangible Book Value before the Offering
|
|
|
-72,598 |
|
|
|
-72,598 |
|
|
|
-72,598 |
|
|
|
-72,598 |
|
|
|
-72,598 |
|
Historical
Net Tangible Book Value Per Share Before the
Offering
|
|
|
-0.0242 |
|
|
|
-0.0242 |
|
|
|
-0.0242 |
|
|
|
-0.0242 |
|
|
|
-0.0242 |
|
Historical
Net Tangible Book Value after the Offering
|
|
|
-84,098 |
|
|
|
-69,098 |
|
|
|
-54,098 |
|
|
|
-39,098 |
|
|
|
-24,098 |
|
Historical
Net Tangible Book Value Per Share after
the Offering
|
|
|
-0.0240 |
|
|
|
-0.0173 |
|
|
|
-0.0120 |
|
|
|
-0.0078 |
|
|
|
-0.0044 |
|
Increase
( Decrease ) per share to exisiting Shareholders
|
|
|
-0.0241 |
|
|
|
-0.0174 |
|
|
|
-0.0121 |
|
|
|
-0.0079 |
|
|
|
-0.0045 |
|
Dilution
Per Share to New Shareholders
|
|
|
0.0540 |
|
|
|
0.0473 |
|
|
|
0.0420 |
|
|
|
0.0378 |
|
|
|
0.0344 |
|
Dilution
Percentage to New investors in the Offering
|
|
|
241 |
% |
|
|
157.58 |
% |
|
|
140.07 |
% |
|
|
126.07 |
% |
|
|
114.60 |
% |
The
following tables sets forth as of September 30, 2011, the number of shares of common stock purchased from us and the total consideration
paid by our existing stockholders and by new investors in this offering if new investors purchase 100%, 80%, 60%, 40% and 20%
of the offering, before deducting offering expenses payable by us, assuming a purchase price in this offering of $0.03 per share
of common stock.
100%
|
|
Shares
|
|
|
|
|
|
|
Number
|
|
|
Percent
|
|
|
Contribution
($)
|
|
Existing
Stockholders
|
|
|
3,000,000 |
|
|
|
55 |
% |
|
$ |
300 |
|
New
Investors
|
|
|
2,500,000 |
|
|
|
45 |
% |
|
$ |
75,000 |
|
Total
|
|
|
5,500,000 |
|
|
|
100 |
% |
|
$ |
75,300 |
|
80%
|
|
Shares
|
|
|
|
|
|
|
Number
|
|
|
Percent
|
|
|
Contribution
($)
|
|
Existing
Stockholders
|
|
|
3,000,000 |
|
|
|
60 |
% |
|
$ |
300 |
|
New
Investors
|
|
|
2,000,000 |
|
|
|
40 |
% |
|
$ |
60,000 |
|
Total
|
|
|
5,000,000 |
|
|
|
100 |
% |
|
$ |
60,300 |
|
60%
|
|
Shares
|
|
|
|
|
|
|
Number
|
|
|
Percent
|
|
|
Contribution
($)
|
|
Existing
Stockholders
|
|
|
3,000,000 |
|
|
|
67 |
% |
|
$ |
300 |
|
New
Investors
|
|
|
1,500,000 |
|
|
|
33 |
% |
|
$ |
45,000 |
|
Total
|
|
|
4,500,000 |
|
|
|
100 |
% |
|
$ |
45,300 |
|
40%
|
|
Shares
|
|
|
|
|
|
|
Number
|
|
|
Percent
|
|
|
Contribution
($)
|
|
Existing
Stockholders
|
|
|
3,000,000 |
|
|
|
75 |
% |
|
$ |
300 |
|
New
Investors
|
|
|
1,000,000 |
|
|
|
25 |
% |
|
$ |
30,000 |
|
Total
|
|
|
4,000,000 |
|
|
|
100 |
% |
|
$ |
30,300 |
|
20%
|
|
Shares
|
|
|
|
|
|
|
Number
|
|
|
Percent
|
|
|
Contribution
($)
|
|
Existing
Stockholders
|
|
|
3,000,000 |
|
|
|
85.71 |
% |
|
$ |
300 |
|
New
Investors
|
|
|
500,000 |
|
|
|
14.29 |
% |
|
$ |
15,000 |
|
Total
|
|
|
3,500,000 |
|
|
|
100 |
% |
|
$ |
15,300 |
|
Our
Business
Background
and Business Overview
We
were incorporated in Delaware on February 12, 2010, and we are a development stage company. We intend to engage in the development,
manufacture, and distribution of a solar photovoltaic element (also known as a photovoltaic cell) based on certain proprietary
technology that is expected to enable an increase in solar energy conversion and thus provide energy at a lower cost.
A photovoltaic element is a device that converts light into electrical flow.
We
plan to develop a working prototype of our invention for testing and evaluation. We then plan to develop a manufacturing
process for producing the photovoltaic elements for sale to solar panel producers. We intend to manufacture and distribute
the device ourselves.
We
believe that a product based on the Solarflex technology can be adopted for both businesses and homes and we expect to develop
commercial products of appropriate sizes and configurations for each of these markets. Our primary marketing consideration initially
will be to focus more on areas in which solar energy is already popular. It is possible that building owners will be interested
in purchasing our products, government agencies, large campuses such as universities and hospitals, etc. Essentially, any company,
industry, or individual that uses electricity should benefit from using an alternative source of power, such as a product based
on our technology.
In
terms of entering into a licensing agreement with a company interested in licensing our technology, we believe there several potential
opportunities that we can explore once we successfully develop a working prototype that can be used to show the potential of our
technology. For example, we can approach building firms that are committed to including “green” technologies such
as solar power in their projects.
The
top three solar cell manufacturers in the field are Sharp Solar Corporation, based in Japan, Q-Cells from Germany, and Suntech
Power Corporation, which has several bases, including in the United States, Europe and Africa. Other notable solar manufacturers
around the world include BP Solar, First Solar, Shell Solar, Kyocera Solar, Mitsubishi Solar, and GE Solar. Each produces various
solar devices based on its assets and technologies. We intend to develop and manufacture our solar photovoltaic element based
on the manufacturing method detailed in the Patent Application. There are at least a dozen photovoltaic cell publicly traded companies
in the world, several located in the United States and China. It is possible they would be interested in licensing our technology
once we have a working prototype and can show affirmative results and energy savings beyond their current products or technologies.
However, we also believe that there are other possible partnerships – including partnering or licensing to companies in
the building industry, as previously mentioned.
Structure
of Solarflex PV Element
Our
proposed solar photovoltaic element will be comprised of five layers attached to a substrate. The top and bottom layers
will be conductive. The three middle layers will be semi-conductive and consist of a positive layer (P-layer), an intrinsic
layer (i-layer), and a negative layer (N-layer). The three semi-conductive layers will be made of silicon. The P-layer
and the N-layer will be either a doped layer or a heterojunction metal oxide layer. The i-layer will be a graded
band-gap layer.
A
doped layer is a layer of material to which impurities have purposely been introduced (mechanically, electrically, or optically)
in order to change the way the material reacts or performs in certain conditions. It is used in photovoltaic cells to absorb
light. A heterojunction metal oxide layer is a layer of vanadium that changes its properties from conductor to semiconductor
at 67°C. The graded band-gap layer is a specially grown thin film made mainly of silicon with a variable band-gap.
The device will be manufactured on the basis of at least one vacuum chamber.
The
product will be based on our detailed patent application (Israel Patent Application Number 198369), which includes both the design
and manufacturing details of the device. We believe that our solar photovoltaic (photoelectric) element, once manufactured, will
provide the performance of a solar element. We have not generated any revenues to date and our operations have been limited
to organizational, start-up, and capital formation activities, as well as execution of the Patent Sale Agreement. We currently
have no employees other than our officers, who are also our Directors and work only part time.
We
have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings.
We have not made any significant purchase or sale of assets, except for the purchase of all right, title, and interest in the
Patent Application and the future rights in relation to the Patent Application. The Company has not been involved in any mergers,
acquisitions or consolidations. We are not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C
of the Securities Act of 1933, because we have a specific business plan and purpose. Neither Solarflex Corp. nor its officers,
Directors, promoters or affiliates, has had preliminary contact or discussions with, nor do we have any present plans, proposals,
arrangements or understandings with any representatives of the owners of any business or company regarding the possibility of
an acquisition or merger.
Our
principal office is located c/o Sergei Rogov, 12 Abba Hillel Silver Street, 11 th
Floor, Ramat Gan 52506, Israel. Our telephone number is +972-3-753-9888.
Recent
Corporate Developments
A
Patent Sale Agreement was signed with P.T Holding, represented by its owner Dr. Boris Sigalov, on March 10, 2010, whereby P.T.
Holding transferred to Solarflex all of P.T. Holding’s right, title and interest in and to the Patent Application (Israel
Patent Application Number 198369) for a solar photovoltaic element that absorbs the solar spectrum and that is expected to enable
an increase in solar energy conversion. The Patent Application includes detailed manufacturing instructions for developing
and manufacturing this device. P.T. Holding transferred the Patent Application to us in exchange for our agreeing to pay P.T.
Holding a sum equal to 10% of the royalties that we will receive in relation to the Patent Application. The invention details
the design and manufacturing method for a solar photovoltaic element comprising a substrate, a first conductive layer, at least
one doped layer or at least one heterojunction metal oxide layer, a graded band gap layer and a second conductive layer. The solar
photovoltaic element is formed by a combination of layers detailed in a specific sequence.
The
Market
With
the exception of the year 2000, since 1999 there has been a steady increase in the number of photovoltaic shipments in the United
States, showing a marked increase in the use of solar resources. According to Wikipedia, by the year 2030, solar energy generated
from photovoltaic panels and other methods should account for generating the electricity needs of nearly 14% of the world’s
population (Source: See Wikipedia entry regarding “Photovoltaics”). The market for photovoltaic solar devices has
increased dramatically, and includes not only domestic use (such as personal homes and residential properties), but also industrial
properties and even commercial usage (such as solar powering of roadways), which is becoming more and more common.
Solar
power energy supplies are also relevant for rural areas in developing countries where many villages and even cities are more than
five kilometers away from the national power grid. In these cases, photovoltaic devices, such as the one covered by the Patent
Application, may provide an advantageous way in which to provide for local power requirements without intensive investment in
infrastructural development.
Financial
incentives for employing photovoltaic devices differ from country to country; however, a number of key players have creative incentive
plans to reward local individual and businesses for using photovoltaic energy sources. Some of these countries include the United
States, China, Japan, Germany, Australia, Israel and Germany.
Photovoltaic
Element Technology
While
similar patented devices (U.S. Pat. Nos. 2003/0079771; 2004/0168717; 2004/0046168; 2005/0181534; 2009/0032108; 2002/0062858; as
well as Japanese Patent No: 2004/172167 and others) address the challenges of improving photovoltaic elements relating to solar
conversion, each has various limitations or complexities. Each of the above patents focuses on combining various layers and elements.
Each of the above patents was evaluated by us prior to our purchasing the Patent Application, and we believe, based on our review
of the relevant technology and on our expectation that our proprietary technology will improve the conversion process and be able
to deliver a more efficient solar energy conversion rate, that our method, including in some cases different materials, will deliver
more efficient results.
However,
to date we have not moved beyond the patent-filling process, which was started before we acquired rights to the patent. At
this stage, we have not invested additional funds towards beginning development of the prototype or seeking third party licensing
partners or purchasers. Until we are able to build a working prototype to validate the patent’s designs and expected
results, we are unable to move forward with our business plan. We currently have no plans to seek further patent rights beyond
the patent application filed in Israel. We have not yet been given the results of the patent application.
In
most known solar elements, a homogenous i-layer or a cascade of these layers with a definite band-gap layer and limited possibilities
of light conversion is used. We believe that Solarflex’s solar photovoltaic element and the method for its creation will
allow for the production of semi-conductors In our product, the substrate of the solar element will be made of metal,
glass or plastic, with a graded band-gap layer mainly comprised of silicon. Because of the structure of this layer, the band gap
layer size is essentially changed and it is able to absorb the solar spectrum better, which in turn is expected to enable an increase
in solar energy conversion. The device will be manufactured on the basis of at least one vacuum chamber according to the patent
application manufacturing instructions.
We
intend for the design and development of a commercial product to be carried out by specialist subcontractors offering expertise
in several relevant disciplines, including plastics and metal, device design, operation and control, automation, and mechanics,
all as required.
There
are many manufacturers of solar elements, some detailed in the above patents, as well as others. However, we have concluded
based on our review of these patents and the relevant technology that none of these patents includes the structure and manufacturing
details found in Solarflex’s technology. Although these other patents have been issued, and notwithstanding that we
have not yet produced a working prototype of our proposed product, we are not aware of any competitive solution, whether related
to these or other patents, that has the potential to deliver the efficiency and solar energy conversion rates that we believe
can be achieved with our design, which we hope will result in an increase in solar energy conversion.
We
intend to use the money raised in this offering to create a working prototype of our product to test the expected results.
Competition
The
top three solar cell manufacturers in the field are Sharp Solar Corporation, based in Japan, Q-Cells from Germany, and Suntech
Power Corporation, which has several bases, including in the United States, Europe and Africa. Other notable solar manufacturers
around the world include BP Solar, First Solar, Shell Solar, Kyocera Solar, Mitsubishi Solar, and GE Solar. Each produces various
solar devices based on its assets and technologies. We intend to develop and manufacture our solar photovoltaic element based
on the manufacturing method detailed in the Patent Application.
Because
the market is already well developed and already contains many companies that have extensive experience in developing, manufacturing,
and selling similar products, we will be joining a field that is extensive and well populated. Nevertheless, we believe that the distinct
design and construction method that our technology offers, as explained in detail in the “Background and Business
Overview” section above, provides the basis for differentiating our future product from existing models.
Competitive
Advantages
We
believe, based on our review of the relevant technology, that the design of our proposed product will enable our product to deliver
a more efficient solar energy conversion rate. As explained above, the distinct design and construction method that our technology
offers, as detailed in the “Background and Business Overview” section above, is expected to produce a more effective,
cost-efficient, and better solar photovoltaic device.
Sources
and Availability of Raw Materials
The
main raw materials that will be required to manufacturer our proposed product are semi-conducting silicon and Vanadium.
Semi-conducting silicon is a standard material in the semiconductors industry. Vanadium is available from various sources
as a raw material. Some suppliers of these materials and other equipment are Edwards Vacuum Ltd., VST Vacuum Systems &
Technology Service Ltd., Kurt J. Lesker Company, Mark Technologies Ltd., Thin Films Ltd. and Locus Optical Devices & Elements
Ltd.
Third-Party
Manufacturers
We
intend to rely on third parties to produce a prototype and to work with us to manufacture the product. If our manufacturing and
distribution agreements are not satisfactory, we may not be able to produce or commercialize our device as planned. In addition,
we may not be able to contract with third parties to manufacture our device in an economical manner. Furthermore, third-party
manufacturers may not adequately perform their obligations, which may impair our competitive position. If a manufacturer fails
to perform, we could experience significant time delays or we may be unable to commercialize or continue to market our adapters.
Finally, even if we succeed in approaching third-party manufacturers, it is currently unknown whether the additional cost of manufacturing
via a third party will increase the overall cost of the device such that integration may not be cost-effective.
Patent,
Trademark, License & Franchise Restrictions and Contractual Obligations & Concessions
On
March 10, 2010, we entered into a Patent Sale Agreement with P.T. Holding, represented by its owner, Dr. Boris Sigalov, whereby
we acquired P.T. Holding’s right, title, and interest in the Patent Application for the design of and manufacturing method
for a solar photovoltaic element that absorbs the solar spectrum and, in turn, enables an increase of solar energy conversion.
No other trademarks, licenses, franchises, concessions, royalty agreements or labor contracts are in effect regarding this prospectus.
In
addition, we are developing a website related to our product, which we intend to use to promote, advertise, and potentially market
our invention, once the prototype and development stages have been completed. We intend to fully protect our invention and other
intellectual property on the basis of patent, copyright and trade secrecy laws.
To date there has been no further communication from the Israeli Patent Office
in regards to the status of the Patent Application.
Existing
or Probable Government Regulations
Compliance
with Environmental Laws and Regulations
Our
operations are subject to local, state and federal laws and regulations governing environmental quality and pollution control.
To date, our compliance with these regulations has had no material effect on our operations, capital, earnings, or competitive
position, and the cost of such compliance has not been material. We are unable to assess or predict at this time what effect additional
regulations or legislation could have on our activities.
Government
Subsidies and Incentives
Recognizing
the importance of finding alternative energy sources, many governments have enacted laws and regulations encouraging the development
and manufacturing of various alternative energy sources, including encouraging photovoltaic research and technology. In the United
States, the Photovoltaic Industry Roadmap, a US industry-led effort to help guide and promote domestic photovoltaic research,
technology, manufacturing, marketing, and policy, was released in 1999 to cover the period 2000-2020. It represents a unified
effort by industry and government to promote this form of energy. Similarly, the American Recovery and Reinvestment Act of 2009
(ARRA), Pub. L. 111-5, promotes a policy of residential solar electric rebates from photovoltaic panels placed on residential
properties. In addition, individual states have passed numerous regulations promoting the use of renewable photovoltaic electric
generating facilities and offering tax credits to individuals who join in the effort. One such an example is the New York State
Income Tax Credit program, which includes crediting tax payers for up to 10kW of clean photovoltaic capacity generated from panels
placed on their homes. This is commonly referred to as "Net Metering." Similar laws exist in a number of other states, including,
for example, Minnesota's Chapter 138 law passed in 2009, which outlines federal and state guidelines. This effort to encourage
the development and use of solar photovoltaic energy is being repeated in many countries, including China, Israel, and several
locations in Europe as well.
Employees
We
have no full time or part-time employees. Our Directors and officers, Sergei Rogov, Vigars Kaktinieks, and Jonathan Berezovsky,
are each expected to devote approximately five hours per week to our business activities. If and when we develop a prototype for
our solar photovoltaic element, and are able to begin manufacturing and marketing a product, we may need additional employees
for our operations. We do not foresee any significant changes in the number of employees we will have over the next twelve months.
Transfer
Agent
We
have engaged Nevada Agency and Trust as our stock transfer agent. Nevada Agency and Trust is located at 50 West Liberty Street,
Reno, Nevada 89501. Their telephone number is (775) 322-0626 and their fax number is (775) 322-5623. The transfer agent is responsible
for all record-keeping and administrative functions in connection with our issued and outstanding common stock.
Research
and Development Activities and Costs
We
have not incurred costs to date and are not currently conducting any research and development activities. We do, however, have
plans to undertake research and development activities during our first year of operation.
If
we are able to raise funds in this offering, we will retain one or more third parties to conduct research and development, including
engineering services, concerning our solar photovoltaic element and to develop a prototype model. We have not yet entered into
any agreements, negotiations, or discussions with any third parties with respect to such research and development activities.
We do not intend to do so until we commence this offering. For a detailed description, see "Management’s Discussion and
Analysis of Financial Condition or Plan of Operation."
Description
of Property
Our
Principal executive offices are located at c/o Sergei Rogov, 12 Abba Hillel Silver Street, 11 th
Floor, Ramat Gan 52506, Israel. This location is the home of the President and Director and
we have been allowed to operate out of such location at no cost to the Company. We believe that this space is adequate for our
current and immediately foreseeable operating needs. We do not have any policies regarding investments in real estate, securities,
or other forms of property.
Reports
to Security Holders
We
will make available to securities holders an annual report, including audited financials, on Form 10-K. While we intend to become
a “reporting issuer” under Section 12 of the Securities Exchange Act of 1934, we are not currently a reporting company,
but upon effectiveness of this registration statement, we will be required to file reports with the SEC pursuant to the Securities
Exchange Act of 1934, such as annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K.
We intend to file a Form 8-A promptly after this registration statement becomes effective.
While
we intend to file a Form 8-A promptly after this registration statement becomes effective and thereby become a “reporting
issuer” under Section 12 of the Securities Exchange Act of 1934, we are not currently a reporting issuer and upon this registration
statement becoming effective we will be required under Section 15(d) of the Exchange Act to file the periodic reports required
by Section 13(a) of the Exchange Act with respect to each class of securities covered by our registration statement. These
reporting obligations may be automatically suspended under Section 15(d) of the Exchange Act if on the first day of any fiscal
year other than the fiscal year in which our registration statement became effective there are fewer than 300 shareholders.
On the other hand, if we become a reporting issuer under Section 12 of the Securities Exchange Act of 1934, we will be subject
to all of the obligations incumbent on a company with securities registered under Section 12 of the Exchange Act, including the
continuing obligation to file the Section 13(a) reports; the directors, officers, and principal stockholders beneficial ownership
disclosure requirements of Section 16 of the Exchange Act; and the proxy rules and regulations of Section 14 of the Exchange Act.
Management's
Discussion and Analysis of Financial Condition or Plan of Operation
You
should read the following plan of operation together with our audited financial statements and related notes appearing elsewhere
in this prospectus. This plan of operation contains forward-looking statements that involve risks, uncertainties, and assumptions.
The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors,
including, but not limited to, those presented under "Risk Factors" or elsewhere in this prospectus.
Plan
of Operation
We
are a development stage company that has acquired the rights to a patent application for the design of and manufacturing method
for a solar photovoltaic conversion element which is expected to reduce cost, enhance the flexibility of the manufacturing process,
improve manufacturing efficiency and absorb the solar spectrum better than current models, which should enable our product to
increase solar energy conversion rates.
Our
goal in the next twelve months is to complete development and production of a fully operational prototype of our solar photovoltaic
conversion element, identify sub-contractors or licensees which will have the ability to design and manufacture our product in
commercial quantities, and market our product to solar panel producers.
Although
we have not yet engaged a manufacturer to develop a fully operational prototype of the solar photovoltaic conversion element,
based on our preliminary discussions with certain manufacturing vendors, we believe that it will take approximately twelve months,
from design to manufacture, to produce a basic prototype of our product. Once the prototype has been produced, we plan for
the design and development of a commercial product to be carried out by specialist subcontractors offering expertise in several
relevant disciplines, including plastics and metal, electricity and electronics, device design, operation and control, automation
and mechanics, computer and microcomputers, and others.
We
initially intend to focus on the following activities:
|
·
|
Locating third parties to perform research and development and
engineering services
|
|
·
|
Completing development of our solar photovoltaic conversion
element.
|
|
·
|
Producing a working prototype of our product.
|
|
·
|
Locating sub-contractors or licensees to design and manufacture
our product in commercial quantities
|
|
·
|
Marketing our product to solar panel producers.
|
We
estimate the cost to develop and produce the prototype at $14,000, which include $10,500 in technology development and engineering
costs, and $3,500 for the manufacture of the prototype
The
design and development of a working prototype of our product will be divided into three stages:
a)
Technical Concept/Definition (three months) – to be performed by management and a third party contractor.
b)
Engineering Specification (four months) – to be performed by management and a third party contractor.
c)
Engineering & Preparation for Production & Actual Manufacture (four months) – to be performed by management and
a third party contractor
If
and when we have a viable prototype, depending on the availability of funds, we estimate that we would need approximately an additional
four to six months to bring this product to market. Our objective is either to manufacture the product ourselves through third
party sub-contractors, and market the product as an off-the-shelf device, and/or to license the manufacturing rights to the product
and related technology to third party manufacturers who would then assume responsibility for marketing and sales.
Proceeds
and Expenditures
The
table below shows the intended net proceeds from this offering that we expect to receive for scenarios where we sell various amounts
of the shares. Since we are making this offering without any minimum requirement, there is no guarantee that we will be
successful at selling any of the securities being offered in this prospectus. Accordingly, the actual amount of proceeds
we will raise in this offering, if any, may differ.
Percent
of Net Proceeds Received
|
|
20%
|
|
|
40%
|
|
|
60%
|
|
|
80%
|
|
|
100%
|
|
Shares
Sold
|
|
|
500,000 |
|
|
|
1,000,000 |
|
|
|
1,500,000 |
|
|
|
2,000,000 |
|
|
|
2,500,000 |
|
Gross
Proceeds
|
|
|
15,000 |
|
|
$ |
30,000 |
|
|
$ |
45,000 |
|
|
$ |
60,000 |
|
|
$ |
75,000 |
|
Less
Offering Expenses
|
|
|
(26,500 |
) |
|
$ |
(26,500 |
) |
|
$ |
(26,500 |
) |
|
$ |
(26,500 |
) |
|
$ |
(26,500 |
) |
Net
Offering Proceeds
|
|
|
(11,500 |
) |
|
$ |
3,500 |
|
|
$ |
18,500 |
|
|
$ |
33,500 |
|
|
$ |
48,500 |
|
The
following chart provides an overview of our budgeted expenditures using the net proceeds from this offering, by significant area
of activity over the next 12 months. Depending on the relative success of this offering, we may not raise sufficient
funds to execute our plan of operation. All amounts listed below are estimates.
|
|
40%
|
|
|
60%
|
|
|
80%
|
|
|
100%
|
|
Existing
Liabilities
|
|
$ |
3,500 |
|
|
$ |
18,193 |
|
|
$ |
18,193 |
|
|
$ |
18,193 |
|
Technology
Development and Engineering Costs
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
10,500 |
|
|
$ |
10,500 |
|
Prototype
Manufacturing Costs
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
3,500 |
|
|
$ |
3,500 |
|
Marketing
and Sales Activities
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
14,807 |
|
Overhead/Administrative
costs
|
|
$ |
— |
|
|
$ |
307 |
|
|
$ |
1,307 |
|
|
$ |
1,500 |
|
Total:
|
|
$ |
3,500 |
|
|
$ |
18,500 |
|
|
$ |
33.500 |
|
|
$ |
48,500 |
|
We
hope to sell all of the shares offered in this offering in order to fully execute on our business plan, but we believe
that we would be able to complete development and production of a working prototype if we raise at least $38,000 in net proceeds
in this offering. We will be unable to complete development and production of a working prototype if we raise less than
$38,000 in net proceeds in this offering. We must raise at least $26,500 in gross proceeds to avoid losing money
in this offering.
Sale
of 20% of Shares Offered in this Offering: If we receive gross proceeds of $15,000, we will not have any funds available
following payment of the costs related to this offering and we will not be able to implement our plan of operation as detailed
in this section.
Sale
of 40% of Shares Offered in this Offering: If we receive gross proceeds of $30,000, we will only have $3,500 available
following payment of the costs related to this offering and we will not be able to implement our plan of operation as detailed
in this section. We will need to raise additional funds to continue development of our product.
Sale
of 60% of Shares Offered in this Offering: If we receive gross proceeds of $45,000, we will have only $18,500 available
following payment of the costs related to this offering, and we will not be able to implement our plan of operation as detailed
in this section. We will need to raise additional funds to continue development of our product, to manufacture a working prototype,
and to engage in marketing activities.
Sale
of 80% of Shares Offered in this Offering: If we receive gross proceeds of $60,000, we will have $33,500 available
following payment of the costs related to this offering, and we expect to be able to complete development of our technology and
manufacture a working prototype. However, we will not have sufficient funds to pay all of our existing liabilities nor to
engage in any marketing activities, and therefore we may not be able to locate sub-contractors or licensees to enable us
to commercialize our product.
Sale
of 100% of Shares Offered in this Offering: If we receive gross proceeds of $75,000, we will have $48,500 available
following payment of the costs related to this offering, and we will be able to implement our plan of operation as detailed in
this section.
Milestones
Outlined
below is a chronological itemization of the milestones that we intend to achieve over the next twelve months, assuming we sell
100% of the shares offered in this offering. If we are able to sell only 20% or 40% or 60% of the shares offered in this
offering, we will be unable to implement our plan of operation. If we are able to sell 80% of the shares offered in this
offering, we expect to be able to complete all of the milestones regarding the development of our technology and the manufacture
of a working prototype; however, we will not have any money to spend on marketing. In the event we do not raise at least
$38,000 in net proceeds, we will have to defer working towards the achievement of most of our milestones until after we are able
to raise additional working capital.
Second
Quarter – April 2012 – June 2012
|
·
|
Search for and retain a third party to perform R&D and engineering
services for the development of a working prototype
|
|
·
|
Complete technical concept and design for the working prototype
|
Third Quarter – July
2012 – September 2012
During
the second three-month period, we expect to achieve the following:
|
·
|
Work on engineering specifications for the working prototype
|
Fourth
Quarter – October 2012 – December 2012
During
the third three-month period, we expect to perform the following:
|
·
|
Complete engineering specifications for the working prototype
|
|
·
|
Search for and retain a third party to manufacture the working
prototype
|
|
·
|
Commence engineering and production preparation for the manufacture
of the working prototype
|
First
Quarter – January 2013 – March 2013
During
the fourth three-month period, we expect to perform the following:
|
·
|
Complete engineering and production preparation for the manufacture
of the working prototype
|
|
·
|
Manufacture the working prototype
|
|
·
|
Engage in marketing activities
|
|
·
|
Search for third parties to design and manufacture the product
in commercial quantities
|
We
intend to use the proceeds of this offering in the manner and in order of priority set forth above.
Even
if all of the offered shares are sold and the maximum amount is raised from this offering, we will need to raise additional capital
through the private sale of our equity securities or borrowings from third party lenders. We have no commitments from or arrangements
with any person to provide us with any additional capital or loans, except for a commitment by our Directors to loan us in the
aggregate up to $20,000 to help cover our costs to comply with the federal securities laws over the next twelve months, and there
is no assurance that such additional financing will be available when required in order to proceed with the business plan or that
our ability to respond to competition or changes in the market place or to exploit opportunities will not be limited by lack of
available capital financing. If additional financing is not available when needed, we may not be in a position to continue operations,
and thus we may need to dramatically change our business plan, sell the Company, or cease operations. We do not presently have
any plans, arrangements, or agreements to sell or merge our Company.
Our
auditors have issued an opinion on our financial statements which includes a statement describing our going concern status. This
means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain
additional capital to pay our bills and meet our other financial obligations. This is because we have not generated any revenues
and no revenues are anticipated until we begin marketing the product. Accordingly, we must raise capital from sources other than
the actual sale of the product. We must raise capital to implement our project and stay in business. Even if we raise the maximum
amount of money in this offering, we do not know how long the money will last; however, we do believe it will last at least twelve
months.
Nevertheless,
we may be wrong in our estimates of funds required in order to proceed with developing a prototype and executing our general business
plan described herein. We realize that we may have to seek further financing through the placing of equity and/or debt securities
as early as the first quarter of 2012.
We
are not aware of any material trend, event or capital commitment, which would potentially adversely affect the Company’s
future operations or its liquidity.
Quantitative
and Qualitative Disclosures about Market Risk.
Management
does not believe that we face any material market risk exposure with respect to derivative or other financial instruments or otherwise.
Analysis
of Financial Condition and Results of Operations
The
Company has had limited operations since its inception and limited funds. The Company plans to raise equity from this offering
and through additional private placements or by the issuance of convertible debt. There are currently no arrangements in place
for any form of financing, except for a commitment by our Directors to loan us in the aggregate up to $20,000 to help cover our
costs to comply with the federal securities laws over the next twelve months; however, the Company is not aware of any uncertainties
and or other events that will preclude the Company from raising equity in the normal manner of its business conducts. The Company
has no commitments for capital expenditures and is not aware of any material trends that will have a favorable and / or unfavorable
outcome on the Company seeking in the future equity financing. The Company has no contractual obligations, long term debt, capital
leases, operating leases, or purchase obligations at this time, other than its current liabilities in the amount of $73,170 as
reflected in the Financial Statements as at September 30, 2011.
Other
Except
for historical information contained herein, the matters set forth above are forward-looking statements that involve certain risks
and uncertainties that could cause actual results to differ from those in the forward-looking statements.
Off-Balance
Sheet Arrangements
We
do not have any 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 are material to investors.
Inflation
The
amounts presented in the financial statements do not provide for the effect of inflation on the Company’s operations or
its financial position. Amounts shown for machinery, equipment, and leasehold improvements and for costs and expenses reflect
historical cost and do not necessarily represent replacement cost. The net operating losses shown would be greater than reported
if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using
other inflation adjustments.
Market
for Common Equity and Related Stockholder Matters
Market
Information
There
has been no public market for our securities. Our common stock is not traded on any exchange or on the over-the-counter market.
After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application
with the Financial Industry Regulatory Authority (FINRA) for our common stock to be eligible for trading on the OTC Bulletin Board.
We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop,
or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the
securities offered herein should the purchaser desire to do so when eligible for public resale.
Security
Holders
As
of February 8, 2012, there were 3,000,000 shares of common stock issued and outstanding, which were held by five (5) stockholders
of record, including our Directors and officers.
Dividend
Policy
We
have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the
foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors
and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed
relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.
Securities
Authorized Under Equity Compensation Plans
We
have no equity compensation plans.
Directors,
Executive Officers, Promoters and Control Persons
Directors
and Executive Officers
The
following table sets forth certain information regarding the members of our Board of Directors and our executive officers as of
February 8, 2012.
Name
|
|
Age
|
|
Positions and Offices Held
|
|
|
|
|
|
Sergei
Rogov
|
|
52
|
|
President
and Director
|
|
|
|
|
|
Vigars
Kaktinieks
|
|
25
|
|
Director
|
|
|
|
|
|
Jonathan
Berezovksy
|
|
23
|
|
Secretary,
Treasurer and CFO
|
Our
Directors hold office until the next annual meeting of our stockholders or until their successors is duly elected and qualified.
Set forth below is a summary description of the principal occupation and business experience of each of our Directors and executive
officers for at least the last five years.
Sergei
Rogov has been our Director since the Company’s inception in February 12, 2010, and our President since February
22, 2010. Mr. Rogov received his Bachelor of Science degree in Applied Mathematics from Polytechnic University in St. Petersburg,
Russia in 1980. From 1999, he worked as a Senior Program Engineer in the Development Department of Identify Software Ltd., which
in 2006 was acquired by BMC Software, to which he continued to provide services until 2009. As part of his duties, Mr. Rogov
works with various development teams. Following his work for BMC Software and until present, Mr. Rogov has continues to provide
senior software development services to Rollsoft Ltd. Prior to his position at Identity Software Ltd., he worked for Telegate
Ltd. for two years as a Program Engineer, and for Prudence Ltd. for two years developing programs related to the electromagnetic
fields for linear accelerators.
The
Board has concluded that Mr. Rogov should serve as a Director because of his broad experience working with development teams and
managing development efforts, which experience he gained while working at Identify Software Ltd. as well as his experience
in the management of development efforts .
Vigars
Kaktinieks has served as our Director since February 12, 2010. Mr. Kaktinieks studied and received his Bachelor of
Science degree in Economics and Business Administration from the Stockholm School of Economics in Riga, Latvia in 2006. Mr. Kaktinieks
is fluent in three languages and is learning a fourth. Since the beginning of 2009, he has worked as a Client Executive officer
with AS SEB Banka. His responsibilities include banking, financial and investment advice to clients who receive personalized service,
serving as a main reference and contact point for those clients.
From
2006 to the end of 2008, he served in various sales and management positions for AS Sampo Banka in Latvia and abroad, and attended
technical training and seminars organized by AS Sampo Banka. Between 2004 and 2010, Mr. Kaktinieks had also been involved
in obtaining funding for projects and companies from several European Union funding initiatives. For example, Mr. Kaktinieks assisted
local industries in Latvia with the completion of their applications for funding support from the Latvian government, which support
was partially funded by the European Union. In addition, Mr. Kaktinieks was involved in the preparation of proposals for
the funding of projects submitted to both the Latvian government and various European Union reviewing bodies in various fields,
including waste reprocessing, chemical processes, vehicles manufacturing, energy production, and nuclear processing.
From
2005 until 2006, he worked as an accounting assistant in Procter & Gamble’s marketing department in Latvia.
The
Board has concluded that Mr. Kaktinieks should serve as a Director because of his extensive experience in financing and accounting.
Jonathan
Berezovsky has been our Secretary, Treasurer, and Chief Financial Officer since February 22, 2010. Mr. Berezovsky received
his Bachelor of Science degree in Business Economics from Universidad Torcuato Di Tella in Buenos Aires in 2008. Since 2009, he
has been the V.P. of Business Development at Rollsoft Ltd., a software company, in Petach Tikvah, Israel. Prior to this, in parallel
with his studies, he worked for 5 years as founder and CEO of Lanicuer, a company dealing with the manufacture and marketing of
leather-made products, based in Buenos Aires, Argentina. Mr. Berezovsky is multi-lingual, having an average to excellent knowledge
of English, Spanish, French and Hebrew.
There
are no familial relationships among any of our Directors or officers. None of our Directors or officers is or has been a Director
or has held any form of directorship in any other U.S. reporting companies except as mentioned above. None of our Directors or
officers has been affiliated with any company that has filed for bankruptcy within the last five years. The Company is not aware
of any proceedings to which any of the Company’s Officers or Directors, or any associate of any such officer or Director,
is a party that are adverse to the Company. We are also not aware of any material interest of any of our officers or directors
that is adverse to our own interests.
Each
Director of the Company serves for a term of one year or until the successor is elected at the Company's annual stockholders'
meeting and is qualified, subject to removal by the Company's stockholders. Each officer serves, at the pleasure of the Board
of Directors, for a term of one year and until the successor is elected at the annual meeting of the Board of Directors and is
qualified.
Audit
Committee and Financial Expert
We
do not have an audit committee or an audit committee financial expert. Our corporate financial affairs are simple at this stage
of development and each financial transaction can be viewed by any officer or Director at will.
Board
Leadership Structure
The
Company has chosen to combine the principal executive officer and Board chairman positions. The Company believes that this Board
leadership structure is the most appropriate for the Company for several reasons. First, the Company is a development stage company,
and at this early stage it is more efficient to have the leadership of the Board in the same hands as the principal executive
officer of the Company. The challenges faced by the Company at this stage – obtaining financing, developing its photovoltaic
element device, and implementing a marketing and sales plan – are most efficiently dealt with by having one person intimately
familiar with both the operational aspects as well as the strategic aspects of the Company’s business. Second, Mr. Rogov
is uniquely suited to fulfill both positions of responsibility because he possesses both technical knowledge and management experience.
Code
of Ethics
We
do not currently have a Code of Ethics applicable to our principal executive, financial and accounting officers; however, the
Company plans to implement such a code in the first quarter of 2012.
Potential
Conflicts of Interest
Since
we do not have an audit or compensation committee comprised of independent Directors, the functions that would have been performed
by such committees are performed by our Board of Directors. Thus, there is a potential conflict of interest in that our Directors
have the authority to determine issues concerning management compensation, in essence their own, and audit issues that may affect
management decisions. We are not aware of any other conflicts of interest with any of our Executives or Directors.
Board’s
Role in Risk Oversight
The
Board assesses on an ongoing basis the risks faced by the Company. These risks include financial, technological, competitive,
and operational risks. The Board dedicates time at each of its meetings to review and consider the relevant risks faced by the
Company at that time. In addition, since the Company does not have an Audit Committee, the Board is also responsible for the assessment
and oversight of the Company’s financial risk exposures.
Involvement
in Certain Legal Proceedings
We
are not aware of any material legal proceedings that have occurred within the past ten years concerning any Director or control
person which involved a criminal conviction, a pending criminal proceeding, a pending or concluded administrative or civil proceeding
limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.
Executive
Compensation
No
compensation in any form, cash or equity, has been paid or accrued to any of the Directors and/or Officers of the Company
for the years 2010, 2011, and neither in 2012.
We
have not paid, nor do we owe, any compensation to our executive officers. We have not paid any compensation to our officers since
our inception.
We
have no employment agreements with any of our executive officers or employees.
Option/SAR
Grants
We
do not currently have a stock option plan. No individual grants of stock options, whether or not in tandem with stock appreciation
rights known as SARs or freestanding SARs, have been made to any executive officer or any Director since our inception; accordingly,
no stock options have been granted or exercised by any of the officers or Directors since we were founded.
Long-Term
Incentive Plans and Awards
We
do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual
grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any
Director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or
agreements have been granted or entered into or exercised by our officer or Director or employees or consultants since we were
founded.
Compensation
of Directors
There
are no arrangements pursuant to which our Directors are or will be compensated in the future for any services provided as Directors.
Employment
Contracts, Termination of Employment, and Change-in-control Arrangements
There
are currently no employment agreements or other contracts or arrangements with our officers or Directors. There are no compensation
plans or arrangements, including payments to be made by us, with respect to our officers or Directors that would result from either
(a) the resignation, retirement or any other termination of any of our Directors or officers, or (b) a change-in-control.
Certain
Relationships and Related Transactions
Other
than the transactions discussed below, we have not entered into any transaction nor are there any proposed transactions in which
our Director, executive officer, stockholders or any member of the immediate family of the foregoing had or is to have a direct
or indirect material interest.
On
February 24, 2010, we issued 1,200,000 shares of our common stock to Mr. Sergei Rogov, our President and Director, for a payment
of $120 in cash which was received by the Company on June 10, 2010. We believe this issuance was deemed to be exempt under Regulation
S of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offering and sale
were made only to a non-U.S. citizen, and transfer was restricted by us in accordance with the requirements of the Securities
Act of 1933.
On
February 24, 2010, we issued 660,000 shares of our common stock to Mr. Vigars Kaktinieks, our Director, for a payment of $66 in
cash which was received by the Company on June 10, 2010. We believe this issuance was deemed to be exempt under Regulation S of
the Securities Act. No advertising or general solicitation was employed in offering the securities. The offering and sale were
made only to a non-U.S. citizen, and transfer was restricted by us in accordance with the requirements of the Securities Act of
1933.
On
February 24, 2010, we issued 480,000 shares of our common stock to Mr. Jonathan Berezovsky, our Secretary, Treasurer and CFO,
for a payment of $48 in cash which was received by the Company on June 10, 2010. We believe this issuance was deemed to be exempt
under Regulation S of the Securities Act. No advertising or general solicitation was employed in offering the securities. The
offering and sale were made only to a non-U.S. citizen, and transfer was restricted by us in accordance with the requirements
of the Securities Act of 1933.
On
February 24, 2010, we issued 540,000 shares of our common stock to Mr. Ilmars Blumbergs for a payment of $54 in cash which was
received by the Company on June 10, 2010. We believe this issuance was exempt under Regulation S of the Securities Act. No advertising
or general solicitation was employed in offering the securities. The offering and sale were made only to a non-U.S. citizen, and
transfer was restricted by us in accordance with the requirements of the Securities Act of 1933.
On
February 24, 2010, we issued 120,000 shares of our common stock to Mr. Lapso Endo for a payment of $12 in cash which was received
by the Company on June 10, 2010. We believe this issuance was exempt under Regulation S of the Securities Act. No advertising
or general solicitation was employed in offering the securities. The offering and sale were made only to a non-U.S. citizen, and
transfer was restricted by us in accordance with the requirements of the Securities Act of 1933.
As
of September 30, 2011, the Company has received loans from our two Directors in a total amount of $54,977 as working capital advances
from Directors who are also stockholders of the Company. The loans are unsecured, non-interest bearing, and due on demand. The
loan amounts were advanced in equal amounts by our two Directors. The Directors provided $3,250 each on May 1 2010, $11,707.50
each on August 3 2010, and $6,231 each on November 3, 2010 and $6,300 each on August 4, 2011.
Director
Independence
We
are not subject to listing requirements of any national securities exchange or national securities association and, as a result,
we are not at this time required to have our board comprised of a majority of “independent Directors.” We do not believe
that any of our directors currently meet the definition of “independent” as promulgated by the rules and regulations
of NASDAQ.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth certain information concerning the ownership of the Common Stock by (a) each person who, to the best
of our knowledge, beneficially owned on that date more than 5% of our outstanding common stock, (b) each of our Directors and
executive officers, and (c) all current Directors and executive officers as a group. The following table is based upon an aggregate
of 3,000,000 shares of our common stock outstanding as of February 8, 2012.
Name
of
Beneficial Owner
|
|
Number of Shares
of Common
Stock Beneficially
Owned or Right to
Direct Vote (1)
|
|
|
Percent of Common
Stock Beneficially
Owned or Right
to Direct Vote (1)
|
|
|
|
|
|
|
|
|
Sergei
Rogov
|
|
|
1,200,000 |
|
|
|
40 |
% |
|
|
|
|
|
|
|
|
|
Vigars
Kaktinieks
|
|
|
660,000 |
|
|
|
22 |
% |
|
|
|
|
|
|
|
|
|
Jonathan
Berezovsky
|
|
|
480,000 |
|
|
|
16 |
% |
|
|
|
|
|
|
|
|
|
Ilmars
Blumbergs
|
|
|
540,000 |
|
|
|
18 |
% |
|
|
|
|
|
|
|
|
|
Lapso
Endo
|
|
|
120,000 |
|
|
|
4 |
% |
|
|
|
|
|
|
|
|
|
Total
|
|
|
3,000,000 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
Total Officers and Affiliates |
|
|
2,880,000 |
|
|
|
96 |
% |
(1)
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the "SEC") and generally
includes voting or investment power with respect to securities. In accordance with SEC rules, shares of common stock issuable
upon the exercise of options or warrants which are currently exercisable or which become exercisable within 60 days following
the date of the information in this table are deemed to be beneficially owned by, and outstanding with respect to, the holder
of such option or warrant. Except as indicated by footnote, and subject to community property laws where applicable, to our knowledge,
each person listed is believed to have sole voting and investment power with respect to all shares of common stock owned by such
person.
Future
Sales by Existing Stockholders
As
of the date of this prospectus, there are five (5) stockholders of record holding 3,000,000 shares of our common stock. All of
our issued shares of common stock are "restricted securities," as that term is defined in Rule 144 of the Rules and Regulations
of the SEC promulgated under the Securities Act. Of the 3,000,000 shares, the 2,880,000 shares held by our “affiliates,”
as such term is defined in Rule 144, may be sold in the public market commencing one year after their acquisition (February 24
2011), subject to the availability of current public information, volume restrictions, and certain restrictions on the manner
of sale. Under Rule 144, the 120,000 shares held by a non-affiliate can be sold publicly, subject to volume restrictions and certain
restrictions on the manner of sale, commencing one (1) year after their acquisition (February 24 2011).
Since
we have not commenced operations
and we have nominal operations
and nominal non-cash assets,
we are considered an issuer
with no or nominal operations
and no or nominal non-cash
assets, and Rule 144(i) applies
to us. Therefore, our stockholders
holding unregistered shares
will be unable to use Rule
144 to resell their stock until
at least 12 months after we
have operations and more than
nominal assets.
Shares
purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions
expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering. See the
section entitled “Dilution” above.
We
do not have any issued and outstanding securities that are convertible into common stock. We have not registered any shares for
sale by our existing stockholders under the Securities Act. None of our existing stockholders is entitled to registration rights.
Legal
Proceedings
There
are no pending legal proceedings to which the Company or any Director, officer or affiliate of the Company, any owner of record
or beneficial holder of more than 5% of any class of voting securities of the Company, or security holder is a party that is adverse
to the Company. The Company’s property is not the subject of any pending legal proceedings.
Description
of Securities
The
following description of our capital stock is a summary and is qualified in its entirety by the provisions of our Articles of
Incorporation, with amendments, all of which have been filed as exhibits to our registration statement of which this prospectus
is a part.
Our
Common Stock
We
are authorized to issue 200,000,000
shares of our Common Stock, $0.0001
par value, of which, as of November
29, 2011, 30,000,000 shares are
issued and outstanding. Holders
of shares of common stock are
entitled to one vote for each
share on all matters to be voted
on by the stockholders.
Under
Delaware Law, a corporation’s stockholders may appoint Directors by cumulative voting as set forth in its certificate of
incorporation, however, our certificate of incorporation does not include such a right and therefore our holders of common stock
do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared
from time to time by the Board of Directors in its discretion from funds legally available therefore. In the event of our liquidation,
dissolution, or winding up, the holders of common stock are entitled to share pro rata all assets remaining after payment in full
of all liabilities. Pursuant to Article X, Section 6 of our by-laws we have the ability to hold our shareholders liable for calls
on partly paid shares in accordance with Delaware General Corporations Law §156 and to redeem shares called by us in accordance
with Delaware General Corporations Law §160. Holders of common stock have no preemptive rights to purchase our common stock.
There are no conversion or redemption rights or sinking fund provisions with respect to the common stock.
Delaware
General Corporations Law §156 states that the corporation MAY (emphasis added) issue shares as partially paid and subject
to a call on the remaining amount due for the purchase of the issued shares. At the present time, the Corporation has not intent
to issue shares for partial payment.
The
restrictions on the ability of shareholders to call meetings in Article III, the authority of your board of directors to set the
size of your board and appoint directors in Article V, and limitations on the ability to remove directors in Article V of Exhibit
3.2 would have an effect of delaying, deferring, or preventing a change in control.
Article
III, Section 2, states, “Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed
by statute or by the certificate of incorporation, may be called by the chairman or the president or vice president (if any) or
secretary at the request in writing of the majority of the members of the Board of Directors or holders of a majority of the total
voting power of all outstanding shares of stock of this corporation then entitled to vote, and may not be called by the stockholders
absent such request. Any such request shall state the purpose or purposes of the proposed meeting.” Accordingly, it would
take shareholders owning a majority of the shares to call such a meeting. In the event that management owns a majority of the
shares entitled to vote, the minority shareholders would have no authority to call a special meeting in the event they wished
to attempt to remove the management of the Company Article V, Section 1 states, “The first Board of Directors and all subsequent
Boards of the Corporation shall consist of at least one person, unless and
until
otherwise determined by vote of a majority of the entire Board of Directors. Directors shall be at least eighteen years of age
and need not be residents of the State of Delaware nor shareholders of the corporation. The directors, other than the first Board
of Directors, shall be elected at the annual meeting of the shareholders, except as hereinafter provided, and each director elected
shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first
Board of Directors shall hold office until the first annual meeting of shareholders.” The effect of this provision precludes
the minority shareholders from being able to affect the number of directors of the Company because the current members of the
Board of Directors have the sole authority to determine the number of directors. Since the minority shareholders can not elect
any directors, where the absence of cumulative voting is in existence, as currently exists, the minority shareholders can never
elect a director of their choosing. This effectively precludes any takeover attempt without the approval of the directors then
sitting on the Board.
Our
Preferred Stock
We
are not authorized to issue shares of preferred stock.
In
order to authorize the issuance of shares of preferred stock out stockholders and Directors will be required to amend our Certificate
of Incorporation accordingly, to designate and fix the relative right preferences and limitations.
Shares
Eligible for Future Sale
Prior
to this offering, there has been no public market for our common stock. We cannot predict the effect, if any, that market sales
of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our
common stock. Sales of substantial amounts of our common stock in the public market could adversely affect the market prices of
our common stock and could impair our future ability to raise capital through the sale of our equity securities.
Upon
completion of this offering, assuming all of the offered shares are purchased, we will have a total of 5,500,000 shares of common
stock outstanding. The shares sold in this offering will be freely tradable without restriction, or further registration under
the Securities Act, unless those shares are acquired by our “affiliates,” as that term is defined in Rule 144 under
the Securities Act. The remaining 3,000,000 shares of common stock outstanding will be restricted as a result of securities laws.
Restricted securities may be sold in the public market only if they have been registered or if they qualify for an exemption from
registration under Rule 144 under the Securities Act.
Rule
144
In
general, under Rule 144 as currently in effect, a person who is not one of our affiliates and who is not deemed to have been one
of our affiliates at any time during the three months preceding a sale and who has beneficially owned shares of our common stock
that are deemed restricted securities for at least six months would be entitled after such six-month holding period to sell the
common stock held by such person, subject to the continued availability of current public information about us (which current
public information requirement is eliminated after a one-year holding period).
A
person who is one of our affiliates and who has beneficially owned shares of our common stock that are deemed restricted securities
for at least six months would be entitled after such six-month holding period to sell within any three-month period a number of
shares that does not exceed 1% of the number of shares of our common stock then outstanding, which will equal 55,000 shares immediately
after this offering, subject to the continued availability of current public information about us and the filing of a Form 144
notice of sale if the sale is for an amount in excess of 5,000 shares or for an aggregate sale price of more than $50,000 in a
three-month period.
Plan
of Distribution
We
are offering for sale a maximum of 2,500,000 shares of our common stock in a self-underwritten offering directly to the public
at a price of $0.03 per share. There is no minimum number of shares that we must sell in our direct offering, and therefore no
minimum amount of proceeds will be raised. No arrangements have been made to place funds into escrow or any similar account. Upon
receipt, offering proceeds will be deposited into our operating account and used to conduct our business and operations. We are
offering the shares without any underwriting discounts or commissions. The purchase price is $0.03 per share. If all 2,500,000
shares are not sold within 180 days from the date hereof (which may be extended an additional 90 days in our sole discretion),
the offering for the balance of the shares will terminate and no further shares will be sold.
We
intend to offer our securities outside of the United States, mainly in Israel and
in Europe, and intend to register or qualify our stock in any state or seek coverage
in one of the recognized securities manuals. Because the shares of our common
stock registered hereunder have not been registered for resale under the blue sky
laws of any state, the holders of such shares and persons who desire
to purchase such shares in any trading market that might develop in the future should
be aware that there may be significant state blue sky restrictions upon the ability
of investors to purchase and sell such shares. In this regard, each state's
statutes and regulations must be reviewed before engaging in any securities sales
activities in a state to determine what is permitted, or not permitted, in a particular
state.
Our
offering price of $0.03 per share was arbitrarily decided upon by our management and is not based upon earnings or operating history,
does not reflect our actual value, and bears no relation to our earnings, assets, book value, net worth, or any other recognized
criteria of value. No independent investment banking firm has been retained to assist in determining the offering price for the
shares. Such offering price was not based on the price of the issuance to our founders. Accordingly, the offering price should
not be regarded as an indication of any future price of our stock.
We
anticipate applying for trading of our common stock on the over-the-counter (OTC) Bulletin Board upon the effectiveness of the
registration statement of which this prospectus forms a part. To have our securities quoted on the OTC Bulletin Board we must
be a company that: (1) reports its current financial information to the Securities and Exchange Commission, banking regulators
or insurance regulators; and (2) has at least one market maker who completes and files a Form 211 with FINRA Regulation, Inc.
The OTC Bulletin Board differs substantially from national and regional stock exchanges because (1) it operates through communication
of bids, offers and confirmations between broker-dealers, rather than one centralized market or exchange; and (2) securities admitted
to quotation are offered by one or more broker-dealers, rather than "specialists" which operate in stock exchanges. We have not
yet engaged a market maker to assist us to apply for quotation on the OTC Bulletin Board and we are not able to determine the
length of time that such application process will take. Such time frame is dependent on comments we receive, if any, from the
FINRA regarding our Form 211 application.
There
is currently no public market for our shares of common stock. There can be no assurance that a market for our common stock will
be established or that, if established, such market will be sustained. Therefore, purchasers of our shares registered hereunder
may be unable to sell their securities, because there may not be a public market for our securities. As a result, you may find
it more difficult to dispose of, or obtain accurate quotes of our common stock. Any purchaser of our securities should be in a
financial position to bear the risks of losing their entire investment.
We
intend to sell the shares in this offering through Mr. Vigars Kaktinieks and/or Mr. Sergei Rogov, who are Directors of the Company.
The intended methods of communication with potential investors include, without limitation, telephone and personal contacts.
They intend to offer the shares to business associates and will receive no commission from the sale of any shares. They will not
register as a broker-dealer under section 15 of the Securities Exchange Act of 1934 in reliance upon Rule 3a4-1. Rule 3a4-1 sets
forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities
and not be deemed to be a broker/dealer. The conditions are that:
1.
The person is not statutorily disqualified, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation;
2.
The person is not compensated in connection with his participation by the payment of commissions or other remuneration based either
directly or indirectly on transactions in securities;
3.
The person is not, at the time of his participation, an associated person of a broker/dealer; and
4.
The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act in that he (A) primarily performs, or
is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the Issuer otherwise than
in connection with transactions in securities; and (B) is not a broker or dealer, or an associated person of a broker or dealer,
within the preceding twelve (12) months; and (C) does not participate in selling and offering of securities for any Issuer more
than once every twelve (12) months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
Sergei
Rogov and Vigars Kaktinieks are not statutorily disqualified, are not being compensated, and are not associated with a broker/dealer.
Mr. Rogov is and will continue to be our President and director at the end of the offering and he performs substantial duties
for or on behalf of the Company otherwise than in connection with transactions in securities, including serving as President of
the Company. Mr. Kaktinieks is and will continue to serve as a Director of the Company at the end of the offering and he
performs substantial duties for or on behalf of the Company otherwise than in connection with transactions in securities, including
in the fields of oversight, risk assessment, fundraising, and marketing. In addition, neither Mr. Rogov nor Mr. Kaktinieks
has been during the last twelve months, nor is currently, a broker/dealer or associated with a broker/dealer. They have not during
the last twelve months and will not in the next twelve months offer or sell securities for another corporation..
The
intended methods of communication with potential investors include, without limitation, telephone and personal contacts. We will
not utilize the Internet to advertise our offering.
Offering
Period and Expiration Date
This
offering will start on the date of this registration statement is declared effective by the SEC and continue for a period of 180
days. We may extend the offering period for an additional 90 days in our absolute discretion, provided that the offering has not
been completed or otherwise terminated by us. We will not accept any money until this registration statement is declared effective
by the SEC.
Procedures
for Subscribing
We
will not accept any money until this registration statement is declared effective by the SEC. Once the registration statement
is declared effective by the SEC, if you decide to subscribe for any shares in this offering, you must:
1.
execute and deliver a subscription agreement that we will provide to you; and
2.
deliver a check or certified funds to us for acceptance or rejection
to
Solarflex Corp., c/o Sergei Rogov, 12 Abba Hillel Silver Street, 11 th
Floor, Ramat Gan 52506, Israel . All checks for subscriptions must be made payable
to " Solarflex Corp ."
An
investor will receive his full rights as a shareholder upon our acceptance of a subscription by such investor and we will issue
stock certificates to investors as soon as practicable after acceptance of the subscription.
Right
to Reject Subscriptions
We
have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected
subscriptions will be returned by us to the subscriber within twelve business days of such rejection, without interest or deductions.
We will determine whether to accept a subscription within ten (10) business days of receipt of the investment funds.
Underwriters
We
have no underwriter and do not intend to have one. In the event that we sell or intend to sell by means of any arrangement with
an underwriter, then we will file a post-effective amendment to this S-1 to accurately reflect the changes to us and our financial
affairs and any new risk factors, and in particular to disclose such material relevant to this Plan of Distribution.
Regulation
M
We
are subject to Regulation M of the Securities Exchange Act of 1934. Regulation M governs activities of underwriters, issuers,
selling security holders, and others in connection with offerings of securities. Regulation M prohibits distribution participants
and their affiliated purchasers from bidding for purchasing or attempting to induce any person to bid for or purchase the securities
being distribute.
Penny
Stock Regulations
You
should note that our stock is a penny stock. Pursuant to Section 15(g) of the Securities Exchange Act of 1934, as amended
and Rule 15g-9 and Rule 3a(51)-(1) "penny stock" is defined to be any equity security that has a market price (as defined) less
than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered
by the penny stock rules, which impose additional sales practice requirements on broker-dealers prior to a transaction in a penny
stock not otherwise exempt from those rules . The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which
provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's
account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer
orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's
confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from
these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules
discourage investor interest in and limit the marketability of our common stock.
Changes
In and Disagreements with Accountants on Accounting and Financial Disclosure
Weinberg
and Baer, LLC is our registered independent auditor. There have not been any changes in or disagreements with our auditors on
accounting and financial disclosure or any other matter.
Indemnification
for Securities Act Liabilities
Our
bylaws in Article XII provide that to the fullest extent permitted by Delaware law, the Company shall indemnify our Directors
and officers against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending or completed action, suit, or proceeding in which such person was or is a
party or is threatened to be made a party by reason of the fact that such person is or was a director or officer of the corporation.
The
indemnification provisions in our bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their
fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors
and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your
investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers
pursuant to these indemnification provisions. . We believe that the indemnification provisions in our bylaws are necessary to
attract and retain qualified persons as Directors and officers.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a Director, officer, or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such Director, officer, or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Legal
Matters
Certain
legal matters, including the legality of the securities offered, will be passed upon for us by SRK Law Offices .
Experts
Our
financial statements as of September 30, 2011, and for the period then ended and cumulative from inception (February 12, 2010),
appearing in this prospectus and registration statement have been reviewed (and December 31,2010) audited by Weinberg and Baer,
LLC, an independent registered Public Accounting Firm, as set forth on their report thereon appearing elsewhere in this prospectus,
and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.
Interest
of Named Experts and Counsel
No
expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion
upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering
of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial
interest, directly or indirectly, in the Registrant or any of its parents or subsidiaries. Nor was any such person connected with
the Registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, Director,
officer, or employee.
Available
Information
We
have filed a registration statement on Form S-1 under the Securities Act of 1933, as amended, relating to the shares of common
stock being offered by this prospectus, and reference is made to such registration statement. This prospectus constitutes the
prospectus of Solarflex Corp. filed as part of the registration statement, and it does not contain all information in the registration
statement, as certain portions have been omitted in accordance with the rules and regulations of the Securities and Exchange Commission.
Copies
of the registration statement and the accompanying exhibits and schedules may be inspected without charge (and copies may be obtained
at prescribed rates) at the public reference facility of the SEC at Room 1024, 100 F Street, N.E. Washington, D.C. 20549.
Our filings, including the registration statement, will also be available to you on the Internet web site maintained by the SEC
at http://www.sec.gov.
The
public may read and copy any materials with the Commission at the SEC's Public Reference Room at 100 F Street, NE. Washington,
DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. The public may obtain information on the operation of
the Public Reference Room by calling the Commission at 1–800–SEC–0330.
SOLARFLEX
CORP.
(A
DEVELOPMENT STAGE COMPANY)
INDEX
TO FINANCIAL STATEMENTS
DECEMBER
31, 2010
Report
of Registered Independent
Auditors
|
F-2
|
|
|
Financial
Statements-
|
|
|
|
Balance
Sheet as of December 31, 2010
|
F-3
|
|
|
Statements
of Operations for the
|
|
Year
Ended December 31, 2010 and Cumulative from Inception
|
F-4
|
|
|
Statement
of Changes in Stockholders’ Equity for the Period
|
|
from
Inception Through December 31, 2010
|
F-5
|
|
|
Statements
of Cash Flows for the
|
|
Year
Ended December 31, 2010 and Cumulative from Inception
|
F-6
|
|
|
Notes
to Financial Statements
|
F-7
|
REPORT
OF REGISTERED INDEPENDENT AUDITORS
To
the Board of Directors and Stockholders
of
Solarflex Corp.:
We
have audited the accompanying balance sheet of Solarflex Corp. (a Delaware corporation in the development stage) as of December
31, 2010, and the related statements of operations, stockholders’ equity, and cash flows for the period ended December 31,
2010, and from inception (February 12, 2010) through December 31, 2010. 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 standards of the Public Company Accounting Oversight Board (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. The Company is not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes 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 Solarflex
Corp. as of December 31, 2010, and the results of its operations and its cash flows for the period ended December 31, 2010, and
from inception (February 12, 2010) through December 31, 2010, in conformity with accounting principles generally accepted in the
United States of America.
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2 to the financial statements, the Company is in the development stage, and has not established any source of revenue
to cover its operating costs. As such, it has incurred an operating loss since inception. Further, December 31, 2010, the cash
resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial
doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also
described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
Respectfully
submitted,
Weinberg
& Baer LLC
Baltimore,
Maryland
May
29, 2011
SOLARFLEX
CORP.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEET
|
|
|
|
|
|
|
|
ASSETS
|
|
|
As
of
|
|
|
|
December
31,
|
|
|
|
2010
|
|
|
|
|
|
Current
Assets:
|
|
|
|
Cash
and cash equivalents
|
|
$ |
562 |
|
Deferred
offering costs
|
|
|
25,000 |
|
|
|
|
|
|
Total
current assets
|
|
|
25,562 |
|
|
|
|
|
|
Total
Assets
|
|
$ |
25,562 |
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' (DEFICIT)
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
$ |
21,226 |
|
Loans
from related parties - Directors and stockholders
|
|
|
42,377 |
|
|
|
|
|
|
Total
current liabilities
|
|
|
63,603 |
|
|
|
|
|
|
Total
liabilities
|
|
|
63,603 |
|
|
|
|
|
|
Commitments
and Contingencies
|
|
|
|
|
|
|
|
|
|
Stockholders'
(Deficit):
|
|
|
|
|
Common
stock, par value $.0001 per share, 500,000,000 shares
|
|
|
|
|
authorized;
3,000,000 shares issued and outstanding
|
|
|
300 |
|
(Deficit)
accumulated during the development stage
|
|
|
(38,341 |
) |
|
|
|
|
|
Total
stockholders'
(deficit)
|
|
|
(38,041 |
) |
|
|
|
|
|
Total
Liabilities and Stockholders' (Deficit)
|
|
$ |
25,562 |
|
The
accompanying notes to financial statements
are
an integral part of these financial statements.
SOLARFLEX
CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS
FOR
THE YEAR ENDED DECEMBER 31, 2010 AND
CUMULATIVE
FROM INCEPTION (FEBRUARY 12, 2010)
|
|
Year
Ended
|
|
|
Cumulative
|
|
|
|
December
31,
|
|
|
From
|
|
|
|
2010
|
|
|
Inception
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
General
and administrative-
|
|
|
|
|
|
|
|
|
Professional
fees
|
|
|
22,975 |
|
|
|
22,975 |
|
Consulting
|
|
|
10,000 |
|
|
|
10,000 |
|
Transfer
agent fee
|
|
|
2,500 |
|
|
|
2,500 |
|
Legal
- incorporation
|
|
|
1,500 |
|
|
|
1,500 |
|
Filing
fees
|
|
|
1,366 |
|
|
|
1,366 |
|
|
|
|
|
|
|
|
|
|
Total
general and administrative expenses
|
|
|
38,341 |
|
|
|
38,341 |
|
|
|
|
|
|
|
|
|
|
(Loss)
from Operations
|
|
|
(38,341 |
) |
|
|
(38,341 |
) |
|
|
|
|
|
|
|
|
|
Other
Income (Expense)
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Provision
for income taxes
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Net
(Loss)
|
|
$ |
(38,341 |
) |
|
$ |
(38,341 |
) |
|
|
|
|
|
|
|
|
|
(Loss)
Per Common Share:
|
|
|
|
|
|
|
|
|
(Loss)
per common share - Basic and Diluted
|
|
$ |
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average Number of Common Shares
|
|
|
|
|
|
|
|
|
Outstanding
- Basic and Diluted
|
|
|
2,888,545 |
|
|
|
|
|
The
accompanying notes to financial statements are
an
integral part of these financial statements.
SOLARFLEX
CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY
FOR
THE PERIOD FROM INCEPTION (FEBRUARY 12, 2010)
THROUGH
DECEMBER 31, 2010
|
|
|
|
|
|
|
|
(Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
During
the
|
|
|
|
|
|
|
Common
stock
|
|
|
Development
|
|
|
|
|
Description
|
|
Shares
|
|
|
Amount
|
|
|
Stage
|
|
|
Totals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
- at inception
|
|
|
- |
|
|
$ |
- |
|
|
|
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash ($0.0001/share)
|
|
|
3,000,000 |
|
|
|
300 |
|
|
|
- |
|
|
|
300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) for the period
|
|
|
- |
|
|
|
- |
|
|
|
(38,341 |
) |
|
|
(38,341 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
- December 31, 2010
|
|
|
3,000,000 |
|
|
$ |
300 |
|
|
$ |
(38,341 |
) |
|
$ |
(38,041 |
) |
The
accompanying notes to financial statements are
an
integral part of these financial statements.
SOLARFLEX
CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
FOR
THE YEAR ENDED DECEMBER 31, 2010, AND
CUMULATIVE
FROM INCEPTION (FEBRUARY 12, 2010)
|
|
Year
Ended
|
|
|
Cumulative
|
|
|
|
December
31,
|
|
|
From
|
|
|
|
2010
|
|
|
Inception
|
|
|
|
|
|
|
|
|
Operating
Activities:
|
|
|
|
|
|
|
Net
(loss)
|
|
|
(38,341 |
) |
|
$ |
(38,341 |
) |
Adjustments
to reconcile net (loss) to net cash
|
|
|
|
|
|
|
|
|
(used
in) operating activities:
|
|
|
|
|
|
|
|
|
Changes
in net liabilities-
|
|
|
|
|
|
|
|
|
Deferred
offering costs
|
|
|
(25,000 |
) |
|
|
(25,000 |
) |
Accounts
payable and accrued liabilities
|
|
|
21,226 |
|
|
|
21,226 |
|
|
|
|
|
|
|
|
|
|
Net
Cash Used in Operating Activities
|
|
|
(42,115 |
) |
|
|
(42,115 |
) |
|
|
|
|
|
|
|
|
|
Investing
Activities:
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Net
Cash Used in Investing Activities
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Financing
Activities:
|
|
|
|
|
|
|
|
|
Proceeds
from stock issued
|
|
|
300 |
|
|
|
300 |
|
Proceeds
from related party loans
|
|
|
42,377 |
|
|
|
42,377 |
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by Financing Activities
|
|
|
42,677 |
|
|
|
42,677 |
|
|
|
|
|
|
|
|
|
|
Net
(Decrease) Increase in Cash
|
|
|
562 |
|
|
|
562 |
|
|
|
|
|
|
|
|
|
|
Cash
- Beginning of Period
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Cash
- End of Period
|
|
$ |
562 |
|
|
$ |
562 |
|
|
|
|
|
|
|
|
|
|
Supplemental
Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
Cash
paid during the period for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$ |
- |
|
|
$ |
- |
|
Income
taxes
|
|
$ |
- |
|
|
$ |
- |
|
The
accompanying notes to financial statements are
an
integral part of these financial statements.
SOLARFLEX
CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
(1)Summary
of Significant Accounting Policies
Basis
of Presentation and Organization
Solarflex
Corp. (“Solarflex” or the “Company”) is a Delaware corporation in the development stage and has not commenced
operations. The Company was incorporated under the laws of the State of Delaware on February 12, 2010. The business plan of the
Company is to develop a commercial application of the design in a patent of a “Solar element and method of manufacturing
the same”. The Company also intends to produce a prototype, and manufacture and market the product and/or seek third party
entities interested in licensing the rights to manufacture and market the device. The accompanying financial statements of the
Company were prepared from the accounts of the Company under the accrual basis of accounting.
Cash
and Cash Equivalents
For
purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to
withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less
to be cash and cash equivalents.
Revenue
Recognition
The
Company is in the development stage and has yet to realize revenues from operations. Once the Company has commenced operations,
it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence
of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated
terms and conditions, and collection of any related receivable is probable.
Loss
per Common Share
Basic
loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of
shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share
except that the denominator is increased to include the number of additional common shares that would have been outstanding if
the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial
instruments issued or outstanding for the periods ended December 31, 2010.
Income
Taxes
Income
taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are determined based on temporary
differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred
tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating
the differences.
The
Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based
upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial
position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence
of sufficient taxable income within the carryforward period under the Federal tax laws.
Changes
in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the
related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.
Fair
Value of Financial Instruments
The
Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable
judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the
Company could realize in a current market exchange. As of December 31, 2010, the carrying value of accounts payable, accrued liabilities,
and loans from directors and stockholders approximated fair value due to the short-term nature and maturity of these instruments.
Deferred
Offering Costs
The
Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At
the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated,
deferred offering costs are charged to operations during the period in which the offering is terminated.
Impairment
of Long-Lived Assets
The
Company evaluates the recoverability of long-lived assets and the related estimated remaining lives when events or circumstances
lead management to believe that the carrying value of an asset may not be recoverable. For the period ended v, no events or circumstances
occurred for which an evaluation of the recoverability of long-lived assets was required.
Common
Stock Registration Expenses
The
Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual
arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration
costs and expenses are expensed as incurred.
Estimates
The
financial statements are prepared on the basis of accounting principles generally accepted in the United States. 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 as of December 31, 2010, and expenses for the period ended
December 31, 2010, and cumulative from inception. Actual results could differ from those estimates made by management.
Fiscal
Year End
The
Company has adopted a fiscal year end of December 31.
Recent
Accounting Pronouncements
In
April 2010, the FASB issued ASU No. 2010-17, Revenue Recognition—Milestone Method (ASU 2010-017). ASU 2010-017
provides guidance in applying the milestone method of revenue recognition to research or development arrangements. This guidance
concludes that the milestone method is a valid application of the proportional performance model when applied to research or development
arrangements. Accordingly, an entity can make an accounting policy election to recognize a payment that is contingent upon the
achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance is effective
for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. The adoption of this accounting
standard had no impact on the Company's financial position or results of operations.
In
February 2010, the FASB issued amended guidance on subsequent events. Under this amended guidance, SEC filers are no longer required
to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements.
This guidance was effective immediately and the Company adopted these new requirements upon issuance of this guidance.
In
January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06, Fair Value Measurements and Disclosures (Topic
820)—Improving Disclosures about Fair Value Measurements (ASU No. 2010-06). ASU No. 2010-06 requires: (1) fair
value disclosures of assets and liabilities by class; (2) disclosures about significant transfers in and out of Levels 1
and 2 on the fair value hierarchy, in addition to Level 3; (3) purchases, sales, issuances, and settlements be disclosed
on gross basis on the reconciliation of beginning and ending balances of Level 3 assets and liabilities; and (4) disclosures
about valuation methods and inputs used to measure the fair value of Level 2 assets and liabilities. ASU No. 2010-06
becomes effective for the first financial reporting period beginning after December 15, 2009, except for disclosures about
purchases, sales, issuances, and settlements of Level 3 assets and liabilities which will be effective for fiscal years beginning
after December 15, 2010. The adoption of this accounting standard had no impact on the Company's financial position or results
of operations.
In
October 2009, the FASB issued ASU No. 2009-13, Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements:
a consensus of the FASB Emerging Issues Task Force (ASU 2009-13). ASU 2009-13 establishes a selling-price hierarchy for determining
the selling price of each element within a multiple-deliverable arrangement. Specifically, the selling price assigned to each
deliverable is to be based on vendor-specific objective evidence (VSOE) if available, third-party evidence, if VSOE is unavailable,
and estimated selling prices if neither VSOE or third-party evidence is available. In addition, ASU 2009-13 eliminates the residual
method of allocating arrangement consideration and instead requires allocation using the relative selling price method. ASU 2009-13
will be effective prospectively for multiple-deliverable revenue arrangements entered into, or materially modified, in fiscal
years beginning on or after June 15, 2010The adoption of this accounting standard had no impact on the Company's financial
position or results of operations.
In
August 2009, the FASB issued ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820)—Measuring Liabilities
at Fair Value (ASU 2009-05). ASU 2009-05 provides guidance in measuring the fair value of a liability when a quoted price in an
active market does not exist for an identical liability or when a liability is subject to restrictions on its transfer. ASU 2009-05
was effective for the quarter ended December 31, 2009. The adoption of this accounting standard had no impact on the Company's
financial position or results of operations.
(2)Development
Stage Activities and Going Concern
The
Company is currently in the development stage, and has no operations. The business plan of the Company is to develop a commercial
application of the design in a patent of a “Solar element and method of manufacturing the same”. The Company also
intends to produce a prototype, and manufacture and market the product and/or seek third party entities interested in licensing
the rights to manufacture and market the device.
On
March 10, 2010, the Company entered into a Patent Sale Agreement whereby the Company acquired all of the rights, title and interest
in the patent known as the “Solar element and method of manufacturing the same”. In consideration of the sale the
Company agrees to pay to seller a sum equal to 10% of the royalties that the Company will receive in relation to the patent for
an indefinite period. The Israeli Patent number is 198369.
The
Company has commenced a capital formation activity by filing a Registration Statement on Form S-1 to the SEC to register and sell
in a self-directed offering 2,500,000 shares of newly issued common stock at an offering price of $0.03 per share for proceeds
of up to $75,000. As of December 31, 2010, the Company accrued $25,000 of deferred offering costs related to this capital formation
activity.
The
accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United
States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source
of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of December
31, 2010, the cash resources of the Company were insufficient to meet its current business plan, and the Company had negative
working capital. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern.
The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability
and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the
Company to continue as a going concern.
(3)Patent
On
March 10, 2010, the Company entered into a Patent Sale Agreement whereby the Company acquired all of the rights, title and interest
in the patent application known as the “Solar element and method of manufacturing the same”. In consideration of the
sale the Company agrees to pay to seller a sum equal to 10% of the royalties that the Company will receive in relation to the
patent application for an indefinite period. The Israeli Patent number is 198369.
(4)Loans
from Related Parties - Directors and Stockholders
As
of December 31, 2010, loans from related parties amounted to $42,377 and represented working capital advances from Directors who
are also stockholders of the Company. The loans are unsecured, non-interest bearing, and due on demand.
(5)Common
Stock
On
February 24, 2010, the Company issued 2,340,000 shares of its common stock to individuals who are Directors and officers of the
company for $234.
On
February 24, 2010, the Company issued 660,000 shares of its common stock to individuals who are founders of the company for $66.
The
Company has commenced a capital formation activity by filing a Registration Statement on Form S-1 to the SEC to register and sell
in a self-directed offering 2,500,000 shares of newly issued common stock at an offering price of $0.03 per share for proceeds
of up to $75,000. As of December 31, 2010, the Company accrued $25,000 of deferred offering costs related to this capital formation
activity.
(6)Income
Taxes
The
provision (benefit) for income taxes for the period ended December 31, 2010, was as follows (assuming a 23% effective tax rate):
Current
Tax
Provision:
|
|
|
|
Federal-
|
|
|
|
Taxable
income
|
|
$ |
- |
|
|
|
|
|
|
Total
current tax provision
|
|
$ |
- |
|
|
|
|
|
|
Deferred
Tax Provision:
|
|
|
|
|
Federal-
|
|
|
|
|
Loss
carryforwards
|
|
$ |
8,818 |
|
Change
in valuation allowance
|
|
|
(8,818 |
) |
|
|
|
|
|
Total
deferred tax provision
|
|
$ |
- |
|
The
Company had deferred income tax assets as of December 31, 2010, as follows:
Loss
carryforwards
|
|
$ |
8,818 |
|
Less
- Valuation allowance
|
|
|
(8,818 |
) |
|
|
|
|
|
Total
net deferred tax assets
|
|
$ |
- |
|
The
Company provided a valuation allowance equal to the deferred income tax assets for the period ended December 31, 2010, because
it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.
As
of December 31, 2010, the Company had approximately $39,000 in tax loss carryforwards that can be utilized in future periods to
reduce taxable income, and expire by the year 2030.
The
Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for
unrecognized tax benefits.
The
Company will file income tax returns in the United States. All tax years are closed by expiration of the statute of limitations.
(7)Related
Party Transactions
As
described in Note 4, as of December 31, 2010, the Company owed $42,377 to Directors, officers, and principal stockholders of the
Company for working capital loans.
As
described in Note 5, on February 24, 2010, the Company issued 2,340,000 shares of its common stock to Directors and officers for
$234.
(8) Commitments
On
March 10, 2010, the Company entered into a Patent Sale Agreement whereby the Company acquired all of the rights, title and interest
in the patent known as the “Solar element and method of manufacturing the same”. In consideration of the sale the
Company agrees to pay to seller a sum equal to 10% of the royalties that the Company will receive in relation to the patent for
an indefinite period.
(9)Subsequent
Events
Subsequent
events have been evaluated through May 29, 2011, which is the date these financial statements were available to be issued.
(A
DEVELOPMENT STAGE COMPANY)
INDEX
TO FINANCIAL STATEMENTS
SEPTEMBER
30, 2011
Financial
Statements-
|
|
|
|
|
|
|
|
Balance
Sheets as of September 30, 2011 and December 31, 2010
|
|
|
F-13 |
|
|
|
|
|
|
Statements
of Operations for the Three Months and Nine Months Ended September 31,2011 and 2010and
Cumulative from Inception
|
|
|
F-14 |
|
|
|
|
|
|
Statement
of Changes in Stockholders’ Equity for the Period from Inception Through September
30, 2011
|
|
|
F-15 |
|
|
|
|
|
|
Statements
of Cash Flows for the Nine Months Ended September 30, 2011 and 2010 and Cumulative
from Inception
|
|
|
F-16 |
|
|
|
|
|
|
Notes
to Financial Statements
|
|
|
F-17 |
|
SOLARFLEX
CORP.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEET
AS
OF SEPTEMBER 30, 2011 AND DECEMBER 31, 2010
ASSETS
|
|
|
|
|
|
|
|
|
As
of
|
|
|
As
of
|
|
|
|
September
30,
|
|
|
December
31,
|
|
|
|
2011
|
|
|
2010
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
Current
Assets:
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$ |
562 |
|
|
$ |
562 |
|
Deferred
offering costs
|
|
|
25,000 |
|
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
25,562 |
|
|
|
25,562 |
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$ |
25,562 |
|
|
$ |
25,562 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
$ |
18,193 |
|
|
$ |
21,226 |
|
Loans
from related parties - Directors and stockholders
|
|
|
54,977 |
|
|
|
42,377 |
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
73,170 |
|
|
|
63,603 |
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
73,170 |
|
|
|
63,603 |
|
|
|
|
|
|
|
|
|
|
Commitments
and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
(Deficit):
|
|
|
|
|
|
|
|
|
Common
stock, par value $.0001 per share, 500,000,000 shares
|
|
|
|
|
|
authorized;
3,000,000 shares issued and outstanding
|
|
|
300 |
|
|
|
300 |
|
(Deficit)
accumulated during the development stage
|
|
|
(47,908 |
) |
|
|
(38,341 |
) |
|
|
|
|
|
|
|
|
|
Total
stockholders' (deficit)
|
|
|
(47,608 |
) |
|
|
(38,041 |
) |
|
|
|
|
|
|
|
|
|
Total
Liabilities and Stockholders' (Deficit)
|
|
$ |
25,562 |
|
|
$ |
25,562 |
|
The
accompanying notes to financial statements
are
an integral part of these financial statements.
SOLARFLEX
CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS
FOR
THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2011
AND
2010 AND CUMULATIVE FROM INCEPTION (FEBRUARY 12, 2010)
(Unaudited)
|
|
Three
Months Ended
|
|
|
Nine
Months
Ended
|
|
|
Inception
to
|
|
|
Cumulative
|
|
|
|
September
30,
|
|
|
September
30,
|
|
|
September
30,
|
|
|
From
|
|
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
Inception
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional
fees
|
|
|
4,000 |
|
|
|
3,115 |
|
|
|
6,600 |
|
|
|
4,115 |
|
|
|
29,575 |
|
Consulting
|
|
|
- |
|
|
|
5,000 |
|
|
|
- |
|
|
|
10,000 |
|
|
|
10,000 |
|
Transfer
agent fee
|
|
|
- |
|
|
|
2,500 |
|
|
|
1,948 |
|
|
|
2,500 |
|
|
|
4,448 |
|
Legal
- incorporation
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,500 |
|
|
|
1,500 |
|
Filing
fees
|
|
|
- |
|
|
|
1,366 |
|
|
|
1,019 |
|
|
|
1,366 |
|
|
|
2,385 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
general and administrative expenses
|
|
|
4,000 |
|
|
|
11,981 |
|
|
|
9,567 |
|
|
|
19,481 |
|
|
|
47,908 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)
from Operations
|
|
|
(4,000 |
) |
|
|
(11,981 |
) |
|
|
(9,567 |
) |
|
|
(19,481 |
) |
|
|
(47,908 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Income (Expense)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for income taxes
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(Loss)
|
|
$ |
(4,000 |
) |
|
$ |
(11,981 |
) |
|
$ |
(9,567 |
) |
|
$ |
(19,481 |
) |
|
$ |
(47,908 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)
Per Common Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)
per common share - Basic and Diluted
|
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average Number of Common Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
- Basic and Diluted
|
|
|
3,000,000 |
|
|
|
3,000,000 |
|
|
|
3,000,000 |
|
|
|
2,844,156 |
|
|
|
|
|
The
accompanying notes to financial statements are
an
integral part of these financial statements.
SOLARFLEX
CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY
FOR
THE PERIOD FROM INCEPTION (FEBRUARY 12, 2010)
THROUGH
SEPTEMBER 30, 2011
|
|
|
|
|
|
|
|
(Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
During
the
|
|
|
|
|
|
|
Common
stock
|
|
|
Development
|
|
|
|
|
Description
|
|
Shares
|
|
|
Amount
|
|
|
Stage
|
|
|
Totals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
- at inception
|
|
|
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash ($0.0001/share)
|
|
|
3,000,000 |
|
|
|
300 |
|
|
|
- |
|
|
|
300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) for the period
|
|
|
- |
|
|
|
- |
|
|
|
(38,341 |
) |
|
|
(38,341 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
- December 31, 2010 (Audited)
|
|
|
3,000,000 |
|
|
$ |
300 |
|
|
$ |
(38,341 |
) |
|
$ |
(38,041 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) for the period
|
|
|
- |
|
|
|
- |
|
|
|
(9,567 |
) |
|
|
(9,567 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
- September 30, 2011 (Unaudited)
|
|
|
3,000,000 |
|
|
$ |
300 |
|
|
$ |
(47,908 |
) |
|
$ |
(47,608 |
) |
The accompanying notes to financial statements are
an
integral part of these financial statements.
SOLARFLEX
CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010,
AND
CUMULATIVE FROM INCEPTION (FEBRUARY 12, 2010)
THROUGH
SEPTEMBER 30, 2011
(Unaudited)
|
|
Nine
Months Ended
|
|
|
Cumulative
|
|
|
|
September
30,
|
|
|
From
|
|
|
|
2011
|
|
|
2010
|
|
|
Inception
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Activities:
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
$ |
(9,567 |
) |
|
$ |
(19,481 |
) |
|
$ |
(47,908 |
) |
Adjustments
to reconcile net (loss) to net cash (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes
in net liabilities-
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
offering costs
|
|
|
- |
|
|
|
(25,000 |
) |
|
|
(25,000 |
) |
Accounts
payable and accrued liabilities
|
|
|
(3,033 |
) |
|
|
14,866 |
|
|
|
18,193 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Used in Operating Activities
|
|
|
(12,600 |
) |
|
|
(29,615 |
) |
|
|
(54,715 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing
Activities:
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Used in Investing Activities
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from stock issued
|
|
|
- |
|
|
|
300 |
|
|
|
300 |
|
Proceeds
from related party loans
|
|
|
12,600 |
|
|
|
29,915 |
|
|
|
54,977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by Financing Activities
|
|
|
12,600 |
|
|
|
30,215 |
|
|
|
55,277 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(Decrease) Increase in Cash
|
|
|
- |
|
|
|
600 |
|
|
|
562 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
- Beginning of Period
|
|
|
562 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
- End of Period
|
|
$ |
562 |
|
|
$ |
600 |
|
|
$ |
562 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid during the period for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Income
taxes
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
The accompanying notes to financial statements are
an
integral part of these financial statements.
SOLARFLEX
CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
(1)
Summary of Significant Accounting Policies
Basis
of Presentation and Organization
Solarflex
Corp. (“Solarflex” or the “Company”) is a Delaware corporation in the development stage and has not commenced
operations. The Company was incorporated under the laws of the State of Delaware on February 12, 2010. The business plan of the
Company is to develop a commercial application of the design in a patent of a “Solar element and method of manufacturing
the same”. The Company also intends to produce a prototype, and manufacture and market the product and/or seek third party
entities interested in licensing the rights to manufacture and market the device. The accompanying financial statements of the
Company were prepared from the accounts of the Company under the accrual basis of accounting.
Unaudited
Interim Financial Statements
The
interim financial statements of the Company as of September 30, 2011, and for the period then ended, and cumulative from inception,
are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of
only normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 30, 2011,
and the results of its operations and its cash flows for the periods ended September 30, 2011, and cumulative from inception.
These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2011.
Cash
and Cash Equivalents
For
purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to
withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less
to be cash and cash equivalents.
Revenue
Recognition
The
Company is in the development stage and has yet to realize revenues from operations. Once the Company has commenced operations,
it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence
of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated
terms and conditions, and collection of any related receivable is probable.
Loss
per Common Share
Basic
loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of
shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share
except that the denominator is increased to include the number of additional common shares that would have been outstanding if
the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial
instruments issued or outstanding for the periods ended September 30, 2011 and December 31, 2010.
Income
Taxes
Income
taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are determined based on temporary
differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred
tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating
the differences.
The
Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based
upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial
position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence
of sufficient taxable income within the carryforward period under the Federal tax laws.
Changes
in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the
related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.
Fair
Value of Financial Instruments
The
Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable
judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the
Company could realize in a current market exchange. As of September 30, 2011, the carrying value of accounts payable, accrued
liabilities, and loans from directors and stockholders approximated fair value due to the short-term nature and maturity of these
instruments.
Deferred
Offering Costs
The
Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At
the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated,
deferred offering costs are charged to operations during the period in which the offering is terminated.
Impairment
of Long-Lived Assets
The
Company evaluates the recoverability of long-lived assets and the related estimated remaining lives when events or circumstances
lead management to believe that the carrying value of an asset may not be recoverable. For the period ended September 30,
2011 no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.
Common
Stock Registration Expenses
The
Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual
arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration
costs and expenses are expensed as incurred.
Estimates
The
financial statements are prepared on the basis of accounting principles generally accepted in the United States. 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 as of September 30, 2011, and expenses for the period ended
September 30, 2011, and cumulative from inception. Actual results could differ from those estimates made by management.
Fiscal
Year End
The
Company has adopted a fiscal year end of December 31.
Recent
Accounting Pronouncements
In
May 2011, the FASB issued ASU 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement
and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards ("IFRSs")." Under ASU 2011-04, the guidance
amends certain accounting and disclosure requirements related to fair value measurements to ensure that fair value has the same
meaning in U.S. GAAP and in IFRS and that their respective fair value measurement and disclosure requirements are the same. ASU
2011-04 is effective for public entities during interim and annual periods beginning after December 15, 2011. Early adoption is
not permitted. The Company does not believe that the adoption of ASU 2011-04 will have a material impact on the Company's results
of operation and financial condition.
In
June 2011, the FASB issued ASU No. 2011-05, "Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income," ("ASU
2011-05") which amends current comprehensive income guidance. This accounting update eliminates the option to present the components
of other comprehensive income as part of the statement of shareholders' equity. Instead, comprehensive income must be reported
in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive
income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and
annual periods beginning after Dec. 15, 2011 with early adoption permitted. The Company does not believe that the adoption of
ASU 2011-05 will have a material impact on the Company's results of operation and financial condition.
There
were various other updates recently issued, most of which represented technical corrections to the accounting literature or application
to specific industries. None of the updates are expected to a have a material impact on the Company's financial position,
results of operations or cash flows.
(2)
Development Stage Activities and Going Concern
The
Company is currently in the development stage, and has no operations. The business plan of the Company is to develop a commercial
application of the design in a patent of a “Solar element and method of manufacturing the same”. The Company also
intends to produce a prototype, and manufacture and market the product and/or seek third party entities interested in licensing
the rights to manufacture and market the device.
On
March 10, 2010, the Company entered into a Patent Sale Agreement whereby the Company acquired all of the rights, title and interest
in the patent known as the “Solar element and method of manufacturing the same”. In consideration of the sale the
Company agrees to pay to seller a sum equal to 10% of the royalties that the Company will receive in relation to the patent for
an indefinite period. The Israeli Patent number is 198369.
The
Company has commenced a capital formation activity by filing a Registration Statement on Form S-1 to the SEC to register and sell
in a self-directed offering 2,500,000 shares of newly issued common stock at an offering price of $0.03 per share for proceeds
of up to $75,000. As of March 31, 2011, the Company accrued $25,000 of deferred offering costs related to this capital formation
activity.
The
accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United
States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source
of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of September
30, 2011 the cash resources of the Company were insufficient to meet its current business plan, and the Company had negative working
capital. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The
accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability
and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the
Company to continue as a going concern.
(3)
Patent
On
March 10, 2010, the Company entered into a Patent Sale Agreement whereby the Company acquired all of the rights, title and interest
in the patent application known as the “Solar element and method of manufacturing the same”. In consideration of the
sale the Company agrees to pay to seller a sum equal to 10% of the royalties that the Company will receive in relation to the
patent application for an indefinite period. The Israeli Patent number is 198369.
(4) Loans from Related Parties
- Directors and Stockholders
As
of September 30, 2011, loans from related parties amounted to $54,977 and represented working capital advances from Directors
who are also stockholders of the Company. The loans are unsecured, non-interest bearing, and due on demand.
(5)
Common Stock
On
February 24, 2010, the Company issued 2,340,000 shares of its common stock to individuals who are Directors and officers of the
company for $234.
On
February 24, 2010, the Company issued 660,000 shares of its common stock to individuals who are founders of the company for $66.
The
Company has commenced a capital formation activity by filing a Registration Statement on Form S-1 to the SEC to register and sell
in a self-directed offering 2,500,000 shares of newly issued common stock at an offering price of $0.03 per share for proceeds
of up to $75,000. As of September 30, 2011, the Company accrued $25,000 of deferred offering costs related to this capital
formation activity.
(6)
Income Taxes
The
provision (benefit) for income taxes for the period ended September 30, 2011 and 2010, was as follows (assuming a 23% effective
tax rate):
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
|
|
Current
Tax Provision:
|
|
|
|
|
|
|
Federal-
|
|
|
|
|
|
|
Taxable
income
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
Total
current tax provision
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
Deferred
Tax Provision:
|
|
|
|
|
|
|
|
|
Federal-
|
|
|
|
|
|
|
|
|
Loss
carryforwards
|
|
$ |
920 |
|
|
$ |
4,481 |
|
Change
in valuation allowance
|
|
|
(920 |
) |
|
|
(4,481 |
) |
|
|
|
|
|
|
|
|
|
Total
deferred tax provision
|
|
$ |
- |
|
|
$ |
- |
|
The
Company had deferred income tax assets as of September 30, 2011 and December 31, 2010, as follows:
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
|
|
Loss
carryforwards
|
|
$ |
11,019 |
|
|
$ |
8,818 |
|
Less
- Valuation allowance
|
|
|
(11,019 |
) |
|
|
(8,818 |
) |
|
|
|
|
|
|
|
|
|
Total
net deferred tax assets
|
|
$ |
- |
|
|
$ |
- |
|
The Company provided a valuation allowance
equal to the deferred income tax assets for the periods ended September 30, 2011 and December 31, 2010, because it is not presently
known whether future taxable income will be sufficient to utilize the loss carryforwards.
As of September 30, 2011, the Company
had approximately $48,000 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and expire
by the year 2031.
The
Company did not identify any material uncertain tax positions on tax returns that will be filed. The Company did not recognize
any interest or penalties for unrecognized tax benefits.
The
Company will file income tax returns in the United States. All tax years are closed by expiration of the statute of limitations.
(7)
Related Party Transactions
As
described in Note 4, as of March 31, 2011, the Company owed $54,977 to Directors, officers, and principal stockholders of the
Company for working capital loans.
As
described in Note 5, on February 24, 2010, the Company issued 3,00,000 shares of its common stock to Directors and officers for
$300.
(8) Commitments
On
March 10, 2010, the Company entered into a Patent Sale Agreement whereby the Company acquired all of the rights, title and interest
in the patent known as the “Solar element and method of manufacturing the same”. In consideration of the sale the
Company agrees to pay to seller a sum equal to 10% of the royalties that the Company will receive in relation to the patent for
an indefinite period.
(9)
Subsequent Events
Subsequent
events have been evaluated through December 6, 2011, which is the date these financial statements were available to be issued.
PART II
Information
Not Required in Prospectus
Item
24. Indemnification of Directors and Officers
Our
bylaws in Article XII provide that to the fullest extent permitted by Delaware law, the Company shall indemnify our Directors
and officers against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending or completed action, suit, or proceeding in which such person was or is a
party or is threatened to be made a party by reason of the fact that such person is or was a director or officer of the corporation.
The indemnification provisions in our bylaws may discourage stockholders from bringing a lawsuit against directors for breach
of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against
directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition,
your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and
officers pursuant to these indemnification provisions. We believe that the indemnification provisions in our
bylaws are necessary to attract and retain qualified persons as Directors and officers.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a Director, officer, or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such Director, officer, or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item
25. Other Expenses of Issuance and Distribution
The
following table sets forth an itemization of all estimated expenses, all of which we will pay, in connection with the issuance
and distribution of the securities being registered:
Nature of Expense
|
|
Amount
|
|
|
|
|
|
SEC
Registration fee
|
|
$ |
6 |
|
|
|
|
|
|
Transfer
Agent Fees (Estimated)
|
|
$ |
1,500 |
|
|
|
|
|
|
Accounting
fees and expenses (recorded in the FS)
|
|
$ |
10,000 |
|
|
|
|
|
|
Legal
fees and expenses (recorded in the FS)
|
|
$ |
15,000 |
|
|
|
|
|
|
Total:
|
|
$ |
26,506 |
|
Item
26. Recent Sales of Unregistered Securities
The
following sets forth information regarding all sales of our unregistered securities during the past three years. None of the holders
of the shares issued below has subsequently transferred or disposed of his shares and the list is also a current listing of the
Company's stockholders.
On
February 24, 2010, we issued a total of 3,000,000 shares of our common stock to five individuals, including to our Principal Executive
Officer and Director, our Director, and our Treasurer and Chief Financial Officer (CFO) and Secretary. The purchase price for
such shares was equal to their par value, $0.0001 per share, amounting in the aggregate for all 3,000,000 shares to $300. None
of these transactions involved any underwriters, underwriting discounts or commissions or any public offering, and we believe
these issuances were exempt under Regulation S of the Securities Act. No advertising or general solicitation was employed in offering
the securities. The offering and sale were made in an offshore transaction and only to the following individuals who are all non-U.S.
citizens, all in accordance with the requirements of Regulation S of the Securities Act.
Item
27. Undertakings
The
undersigned Registrant hereby undertakes to:
(a)(1)
File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:
(i)
Include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information
in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
(iii)
Include any additional or changed material information on the plan of distribution.
(2)
For determining liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement
of the securities offered, and the offering of the securities at that time shall be deemed to be the initial bona fide offering.
(3)
File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.
(4)
For determining liability of the undersigned Registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred
to by the undersigned Registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(b)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to Directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.
(c)
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a Director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such Director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
(d)
That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or
other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement
as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into
the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract
of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that
was part of the registration statement or made in any such document immediately prior to such date of first use.
Signatures
Pursuant
to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 7 to Form S-1 to be
signed on its behalf by the undersigned, thereunto duly authorized in the City of Ramat Gan, State of Israel on February 8, 2012.
|
Solarflex
Corp.
|
|
|
|
Date
February 8, 2012
|
By:
|
/s/
Sergei Rogov
|
|
|
Sergei
Rogov
|
|
|
President
(Principal Executive Officer)
|
In
accordance with the requirements of the Securities Act of 1933, this (amended # 7) registration statement was signed by the following
persons in the capacities and on the dates stated.
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Sergei Rogov
|
|
President
and Director (Principal
|
|
February
8, 2012
|
Sergei
Rogov
|
|
Executive
Officer)
|
|
|
|
|
|
|
|
/s/Vigars
Kaktinieks
|
|
Director
|
|
|
Vigars
Kaktinieks
|
|
|
|
|
|
|
|
|
|
/s/Jonathan
Berezovsky
|
|
Secretary
Treasurer and CFO (and Principal
|
|
|
Jonathan
Berezovsky
|
|
Accounting
Officer)
|
|
|
Exhibit
Table
EXHIBIT
|
|
|
NUMBER
|
|
DESCRIPTION
|
|
|
|
3.1
|
|
Certificate
of Incorporation of the Company
|
|
|
|
3.2
|
|
By-Laws
of the Company
|
|
|
|
3.3*
|
|
Common
Stock Certificate of the Company
|
|
|
|
5.1*
|
|
Opinion
of Legal Counsel
|
|
|
|
10.1*
|
|
Patent
Sale Agreement dated March 10, 2010
|
|
|
|
10.2 |
|
Director Loan Agreements |
|
|
|
23.1
|
|
Consent
of Weinberg and Baer, LLC.
|
|
|
|
23.2*
|
|
Consent
of legal counsel (see Exhibit 5.1)
|
|
|
|
99.1
|
|
Subscription
Agreement
|
*Previously
filed.