SONNEN Corp - FORM 10-Q - April 8, 2013

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - SONNEN Corp	Financial_Report.xls
EX-31.2 - CERTIFICATION - SONNEN Corp	exhibit312.htm
EX-32.2 - CERTIFICATION - SONNEN Corp	exhibit322.htm
EX-31.1 - CERTIFICATION - SONNEN Corp	exhibit311.htm
EX-32.1 - CERTIFICATION - SONNEN Corp	exhibit321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011.

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number: 000-52803

SONNEN CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

98-0514037

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

2665 S. Bayshore Drive, Suite 450, Miami, Florida 33133

(Address of principal executive offices) (Zip Code)

(305) 529-4888

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of

the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant

was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o

No þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if

any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required

to submit and post such files). Yes o No þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,

or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller

reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes þ No o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest

practicable date. The number of shares outstanding of the issuer’s common stock, $0.0001 par value (the only class

of voting stock), at April 8, 2013, was 67,893,000.

TABLE OF CONTENTS

PART 1- FINANCIAL INFORMATION

Item1.

Financial Statements:

Consolidated Balance Sheets as of September 30, 2011 (Unaudited) and June 30,

2011

Unaudited Consolidated Statements of Operations for the three months ended

September 30, 2011 and 2010, and cumulative amounts from development stage activities

(November 16, 2006 through September 30, 2011)

Unaudited Consolidated Statements of Cash Flows for the three months ended

September 30, 2011 and 2010, and cumulative amounts from development stage

activities (November 16, 2006 through September 30, 2011)

Notes to Unaudited Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of

Operations

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Item 4.

Controls and Procedures

PART II-OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

(Removed and Reserved)

Item 5.

Other Information

Item 6.

Exhibits

Signatures

Index to

Exhibits

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

As used herein, the terms “Company,” “we,” “our,” and “us,” refer to Sonnen Corporation, a Nevada

corporation, unless otherwise indicated. In the opinion of management, the accompanying unaudited

financial statements included in this Form 10-Q reflect all adjustments (consisting only of normal

recurring accruals) necessary for a fair presentation of the results of operations for the periods presented.

The results of operations for the periods presented are not necessarily indicative of the results to be

expected for the full year.

SONNEN CORPORATION AND SUBSIDIARY

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED BALANCE SHEETS

September 30,

June 30,

2011

ASSETS

CURRENT ASSETS

Cash and cash equivalents

101 $

159

Prepaid expenses (Note 4)

856

1,099

Total Current Assets

957

1,258

Total Other Assets

Total Assets

957 $

1,258

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts payable

135,738 $

131,505

Accounts payable - related parties

381,548

319,379

Accrued payroll

13,283

Notes payable - related parties (including accrued

interest of $238 - September 30, 2011 and $93 - June 30, 2011)

11,838

11,693

Notes payable (including accrued interest of $19,572

- September 30, 2011 and $16,655 - June 30, 2011)

170,856

167,763

Loans from shareholder (including accrued interest of $18,684

- September 30, 2011 and $15,604 - June 30, 2011)

169,344

166,264

Total Current Liabilities

882,607

809,887

COMMITMENTS AND CONTINGENCIES (Note 11)

STOCKHOLDERS' DEFICIT (Note 8)

Preferred stock, $0.0001 par value, 50,000,000 shares

authorized, none issued and outstanding

Common stock, par value $0.0001, 250,000,000 shares

authorized, 67,893,000 issued and outstanding

6,789

Paid-in capital

2,942,325

2,841,575

Accumulated deficit during the development stage

(3,830,764)

(3,656,993)

Total Stockholders' Deficit

(881,650)

(808,629)

Total Liabilities and Stockholders' Deficit

957 $

1,258

The accompanying notes are an integral part of these consolidated financial statements.

SONNEN CORPORATION AND SUBSIDIARY

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF OPERATIONS

Cumulative

amounts from

development stage

activities

(November 16,

For the three months ended

through 2006

September 30,

September 30,

2011

2010

2011)

REVENUES

- $

GENERAL & ADMINISTRATIVE EXPENSES

General and administrative

153

1,199

96,206

Professional fees

11,740

10,643

364,216

Consulting fees

179,727

Consulting and professional fees - related parties

54,000

46,000

552,250

Stock based compensation

101,000

Compensation and related taxes and benefits

100,750

150,030

1,696,541

Transfer fees

350

300

9,654

Depreciation

154

1,044

Research & development

167,666

Total General & Administrative Expenses

166,994

208,361

3,168,305

Loss before other income (expense)

(166,994)

(208,361)

(3,168,305)

Interest income/ (expense)

(6,778)

(5,708)

(38,100)

Loss on foreign currency exchange

(1,551)

Loss on disposal of assets

(809)

Impairment loss on asset

(672,000)

Other income

50,000

Loss before provision for income taxes

(173,771)

(214,070)

(3,830,764)

Provision for income taxes

NET LOSS

(173,771) $

(214,070) $

(3,830,764)

NET LOSS PER SHARE - BASIC AND DILUTED

(0.00) $

(0.00)

WEIGHTED AVERAGE NUMBER OF COMMON

SHARES OUTSTANDING - BASIC AND DILUTED

67,893,000

The accompanying notes are an integral part of these consolidated financial statements

SONNEN CORPORATION AND SUBSIDIARY

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CASH FLOWS

Cumulative

amounts from

development

stage activities

For the three months

(November 16,

ended September 30

2006 through

September 30,

2011

2010

2011)

CASH FLOWS FROM DEVELOPMENT STAGE ACTIVITIES

Net (loss) from development stage activities

(173,771) $ (214,070) $

(3,830,764)

Adjustments to reconcile net loss to net

cash provided (used) by development stage activities:

Depreciation

154

1,044

Stock options vested

100,750

150,030

1,606,575

Stock issued for services

101,000

Loss on disposal of assets

809

Impairment loss on asset

672,000

Changes in operating assets and liabilities:

Increase in prepaid expenses

243

(2,627)

(856)

Increase in accounts payable

4,237

(8,777)

173,103

Increase in accounts payable - related parties

62,169

36,033

381,548

Increase in accrued liabilities

13,283

Increase in accrued interest

6,318

5,696

38,495

Total adjustments

173,714

180,509

2,968,998

NET CASH PROVIDED BY DEVELOPMENT STAGE ACTIVITIES

(57)

33,560

(843,766)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment

(1,853)

NET CASH USED BY INVESTING ACTIVITIES

(1,853)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from notes payable, net

37,000

280,660

Proceeds from notes payable - related parties

45,600

Repayments from notes payable - related party

(4,000)

(50,079)

Proceeds from sale of common stock, net of offering costs

569,540

NET CASH PROVIDED BY FINANCING ACTIVITIES

33,000

845,721

NET INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS

(57)

(560)

101

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

159

840

CASH AND CASH EQUIVALENTS, END OF PERIOD

101 $

280 $

101

Supplemental Disclosures:

Cash paid for income taxes

- $

Cash paid for interest

- $

Non-cash Disclosures:

Payments made by related party on behalf of the Company:

Increase in notes payable - related parties

- $

21,079

Decrease in accounts payable - related parties

- $

(11,079)

Increase in prepaid expenses

- $

(10,000)

To apply balance owed to a related party to accounts receivable:

Decrease in accounts receivable - related party

- $

40,000

Repayments of note payable - related party

- $

(40,000)

Stock issued for licensing agreement rights

- $

672,000

The accompanying notes are an integral part of these consolidated financial statements

SONNEN CORPORATION AND SUBSIDIARY

(Formerly known as Simple Tech Inc and Subsidiary)

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2011

NOTE 1 – BUSINESS

Sonnen Corporation was incorporated in the state of Nevada on November 16, 2006 as “Simple Tech,

Inc.” Sonnen Corporation and its wholly-owned subsidiary, Sonnen One, Inc., are referred to herein as the

“Company”. By June 2009, the Company had been unable to realize its original business objective. In July

2009, the Company entered into a licensing agreement to research, develop and market products that rely

upon a novel process for energy generation consisting of specific materials and proprietary material

combinations.

On November 3, 2009, the Company amended its articles of incorporation to change its name from “Simple

Tech, Inc.” to “Sonnen Corporation” and to decrease the number of its authorized common stock from one

billion five hundred million (1,500,000,000) shares (par value $0.0001) to two hundred fifty million

(250,000,000) shares (par value $0.0001) without affecting the number of issued and outstanding shares.

The Company’s subsidiary changed its name from “Sonnen Corporation” to “Sonnen One, Inc.”

On November 9, 2009, the Company formed a Scientific Advisory Board to support the Company with its

research, development, and commercialization efforts through advice, counsel, and direct participation

utilizing the industry expertise and professional and academic backgrounds of its Scientific Advisory Board

members pursuant to its current business plan.

On February 6, 2010, the licensor of the licensing agreement notified the Company of a purported breach of

contract terms, including a breach of confidentiality, insufficient funding for research and development

activities and failure to provide direct access to our patent attorneys. The license agreement allowed for a

ninety day period in which to cure purported breaches. The Company subsequently learned that the licensor

was not the rightful owner of the license and had no rights to grant the license to the Company.

Since the licensor failed to remedy the breach of the licensing agreement, the Company filed a legal

complaint on March 8, 2010 and impaired the entire $672,000 book value of the licensing agreement.

The Company has since been seeking to litigate an outcome of the dispute.

SONNEN CORPORATION AND SUBSIDIARY

(Formerly known as Simple Tech Inc and Subsidiary)

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2011

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

In the opinion of management, the accompanying unaudited consolidated financial statements have been

prepared in accordance with generally accepted accounting principles (GAAP) for interim financial

information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information

and footnotes required by GAAP for complete financial statements. In the opinion of management, all

adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the

Company’s financial position as of September 30, 2011, and the results of its operations and cash flows for

the three months ended September 30, 2011, have been made. Operating results for the three months ended

September 30, 2011 are not necessarily indicative of the results that may be expected for the year ended

June 30, 2012.

These consolidated financial statements should be read in conjunction with the financial statements and

notes for the year ended June 30, 2011, thereto contained in the Company’s Form 10-K.

Development Stage Enterprise

At September 30, 2011, the Company’s business operations had not fully developed and the Company is

highly dependent upon funding and therefore is considered a development stage enterprise.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Sonnen Corporation and

Sonnen One, Inc., its wholly-owned subsidiary. All material intercompany accounts and transactions

between the Companies for the periods presented have been eliminated in consolidation.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the

United States of America requires management to make estimates and assumptions that affect the reported

amounts of assets, the disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ

from those estimates and assumptions.

SONNEN CORPORATION AND SUBSIDIARY

(Formerly known as Simple Tech Inc and Subsidiary)

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2011

NOTE 3 – GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will

continue as a going concern. The Company has a cumulative net loss for the period from inception

(November 16, 2006) through September 30, 2011 of $3,830,764, a working capital deficit of $881,650 and

negative cash flows from development stage activities of $57. These conditions raise substantial doubt

about the Company's ability to continue as a going concern. The Company's continuation as a going concern

is dependent on its ability to meet its obligations, to obtain additional debt and/or equity financing as may

be required and ultimately to attain profitability. The consolidated financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

NOTE 4 – PREPAID EXPENSES

Prepaid expenses comprise of the following at:

September 30,

2011

Haynes and Boone, LLP Prepayment retainer for legal fees

856

Total

856

June 30, 2011

Haynes and Boone, LLP Prepayment retainer for legal fees

1,099

Total

1,099

NOTE 5 – LICENSING AGREEMENT

The Company entered into a licensing agreement (the “Agreement”) with PT Group, Limited (“PT Group”),

an unrelated entity, on July 27, 2009, that grants the Company an exclusive, non-transferable license to use

PT Group’s intellectual property of a certain technology and licensed products to be used in achieving the

Company’s business objectives. The terms of the agreement would have continued until the expiry of

protections afforded for the intellectual property, provided that the Company was not in breach or default of

any of the terms or conditions contained in the Agreement. During the term of the licensing agreement, the

PT Group retained sole and beneficial propriety of the intellectual property including any improvements

made to any licensed products or future products, regardless of the source.

SONNEN CORPORATION AND SUBSIDIARY

(Formerly known as Simple Tech Inc and Subsidiary)

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2011

NOTE 5 – LICENSING AGREEMENT - CONTINUED

In exchange for use of the license, the PT Group was issued common shares equal to 5% of the issued and

outstanding common shares, 3,360,000 shares of the Company at a value of $0.20 per share on the

execution date, which was estimated to be $672,000. Additionally, upon the Company cumulatively raising

$50 million in equity financing, the Company guaranteed that PT Group would own no less than 2.5% of

the issued and outstanding shares of its common shares.

Breach of Contract Claim

On February 6, 2010, PT Group notified the Company of a purported breach of contract terms, including a

breach of confidentiality, insufficient funding for research and development activities and failure to provide

direct access to our patent attorneys. The license agreement allowed for a ninety day period in which to cure

purported breaches. During the quarter ended March 31, 2010, the Company learned that PT Group was not

the rightful owner of the license and had no rights to grant the license to the Company. Since PT Group has

not remedied the breach in accordance with the Agreement, the Company filed a legal complaint. (Note 11)

As a result of this discovery, the Company impaired the entire $672,000 book value of the license

agreement.

NOTE 6 – NOTES PAYABLE

On January 5, 2010, the Company received an advance on an interest bearing promissory note of $100,000

from an unrelated entity. The note is due and payable on January 11, 2011, and bears an interest rate of 8%

per annum. Interest of $2,044 for both periods ended September 30, 2011 and 2010 has been accrued and is

outstanding as of September 30, 2011. Subsequent to September 30, 2011, this note was extended to

December 12, 2014.

On August 29, 2009, the Company received an advance on an interest bearing promissory note of $10,000

from an unrelated third party. The note was due and payable on February 28, 2010, and bears an interest rate

of 1% per month. On November 17, 2009, we made a principal payment of $5,000. On March 1, 2010, the

Company executed a new note for $5,000 to the same unrelated third party. The new note is due and

payable on March 1, 2011, and bears an interest rate of 8% per annum. Interest of $102 for both periods

ended September 30, 2011 and 2010, respectively, has been accrued and is outstanding as of September 30,

2011. Subsequent to September 30, 2011, this note was extended to January 3, 2015.

SONNEN CORPORATION AND SUBSIDIARY

(Formerly known as Simple Tech Inc and Subsidiary)

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2011

NOTE 6 – NOTES PAYABLE - CONTINUED

On June 10, 2010, the Company received an advance on an interest bearing promissory note of $5,983 for a

payment made on behalf of the Company from an unrelated entity. The note is due and payable on June 10,

2011, and bears an interest rate of 8% per annum. Interest of $122 for both periods ended September 30,

2011 and 2010, respectively, has been accrued and is outstanding as of September 30, 2011. On June 18,

2010, the Company received another advance on an interest bearing promissory note of $10,000 in cash

from the same unrelated entity. The note is due and payable on June 18, 2011, and bears an interest rate of

8% per annum. Interest of $204 for both periods ended September 30, 2011 and 2010, respectively, has been

accrued and is outstanding as of September 30, 2011. On June 30, 2010, the Company received an advance

on an interest bearing promissory note of $5,300 for a payment made on behalf of the Company from the

same unrelated entity. The note is due and payable on June 30, 2011, and bears an interest rate of 8% per

annum. Interest of $108 for both periods ended September 30, 2011 and 2010, respectively, has been

accrued and is outstanding as of September 30, 2011. Subsequent to September 30, 2011, each of these

notes was extended to January 3, 2015.

On September 20, 2010, the Company received an advance on an interest bearing promissory note of

$25,000 from an unrelated entity. The note is due and payable on September 20, 2011, and bears an interest

rate of 8% per annum. Interest of $511 and $56 for the periods ended September 30, 2011 and 2010,

respectively, has been accrued and is outstanding, as of September 30, 2011. Subsequent to September 30,

2011, this note was extended to January 3, 2015.

NOTE 7 – LOANS FROM SHAREHOLDERS

On February 17, 2010, the Company received an advance on an interest bearing promissory note of $93,660

in cash and a payment made on behalf of the Company of $5,000 for a total of $98,660 from an

unrelated shareholder. The note is due and payable on February 17, 2011, and bears an interest rate of 8%

per annum. Interest of $2,017 for both periods ended September 30, 2011 and 2010, respectively, has been

accrued and is outstanding as of September 30, 2011. On May 6, 2010, the Company received another

advance on an interest bearing promissory note of $35,000 in cash and a payment made on behalf of the

Company of $5,000 for a total of $40,000 from the same shareholder. The note is due and payable on May

6, 2011, and bears an interest rate of 8% per annum. Interest of $818 for both periods ended September 30,

2011 and 2010, respectively, has been accrued and is outstanding as of September 30, 2011. On July 8,

2010, the Company received another advance on an interest bearing promissory note of $12,000 from the

same shareholder. The note is due and payable on July 8, 2011, and bears an interest rate of 8% per annum.

Interest of $245 and $224 for the periods ended September 30, 2011 has been accrued and is outstanding.

Subsequent to September 30, 2011, each of these notes was extended to January 3, 2015.

SONNEN CORPORATION AND SUBSIDIARY

(Formerly known as Simple Tech Inc and Subsidiary)

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2011

NOTE 8 – STOCKHOLDERS' EQUITY

Common Shares – Authorized

The Company has 250,000,000 common shares authorized at a par value of $0.0001 per share and

50,000,000 shares of preferred stock, par value $0.0001 per share. All common stock shares have equal

voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and,

therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all the

directors of the Company. As of September 30, 2011, there are no classes of preferred stock designated

and none are outstanding. As of September 30, 2011 and 2010, there are 67,893,000 shares issued and

outstanding, respectively.

Common Stock Issuances and Warrants Granted

For the three months ended September 30, 2011 there were no share issuances.

NOTE 9 – STOCK – BASED COMPENSATION

On August 31, 2009, the Company adopted the Company’s 2009, Stock Option Plan (the “Plan”) in an

effort to promote the interests of the Company by providing eligible persons and companies with the

opportunity to acquire or increase a proprietary interest in the Company through the grant of up to five

million (5,000,000) non-statutory stock options (the “Options”) as an incentive for the eligible persons to

continue their employment or service.

On August 31, 2009, the Company authorized the grant of an aggregate of one million eight hundred

thousand (1,800,000) Options with an exercise price of $1.00 per share pursuant to the Plan. This block of

Options vest over a three year period through August 31, 2013, in equal increments of one-third of

potentially exercisable Options each year or in full if involuntarily terminated. During the three months

ended September 30, 2011 and 2010, the Company recognized option expense of $100,750 and $150,030,

respectively, in connection with the above options.

During the three months ended September 30, 2011, there have been no additional grants of stock options

under the plan.

SONNEN CORPORATION AND SUBSIDIARY

(Formerly known as Simple Tech Inc and Subsidiary)

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2011

NOTE 9 – STOCK – BASED COMPENSATION - CONTINUED

A summary of the Options granted to employees and others under the Plan and changes since inception of

the Plan is presented below:

Weighted

Average

Number of

Exercise

Aggregate

Options

Price

Intrinsic Value

Balance at July 1, 2010

2,000,000 $

1.03 $

2,038,908

Options Granted

Options Exercised

Options Forfeited or Expired

(50,000) $

1.25

(62,844)

Balance at June 30, 2011

1,950,000 $

1.01 $

1,976,064

Exercisable at June 30, 2011

1,149,960 $

1.01 $

1,170,027

Weighted average fair value of Options

granted through June 30, 2011

1.01

Weighted

Average

Number of

Exercise

Aggregate

Options

Price

Intrinsic Value

Balance at July 1, 2011

1,950,000 $

1.01 $

1,976,064

Options Granted

Options Exercised

Options Forfeited or Expired

Balance at September 30, 2011

1,950,000 $

1.01 $

1,976,064

Exercisable at September 30, 2011

1,549,920 $

1.01 $

1,572,985

Weighted average fair value of Options

granted through September 30, 2011

1.01

SONNEN CORPORATION AND SUBSIDIARY

(Formerly known as Simple Tech Inc and Subsidiary)

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2011

NOTE 9 – STOCK – BASED COMPENSATION - CONTINUED

The following table summarizes information about stock Options under the Plan that were outstanding at

September 30, 2011:

Outstanding Options

Weighted

Average

Number

Remaining

Weighted

Outstanding

Contractual

Average

Exercise

at June 30,

Life in

Exercise

Intrinsic

Price

2011

Years

Price

Value

1.00

1,800,000

8.00 $

1.00 $ 1,813,493

1.25

150,000

8.15 $

1.25 $

162,572

1,950,000

8.07 $

1.01 $ 1,976,064

Options Exercisable

Number

Weighted

Exercisable

Average

Aggregate

Exercise

at June 30,

Exercise

Intrinsic

Price

2011

Price

Value

1.00

1,399,920 $

1.00 $ 1,410,413

1.25

150,000 $

1.25 $

162,572

1,549,920 $

1.01 $ 1,572,985

During the three months ended September 30, 2011 and 2010, the Company recorded $100,750 and

$150,030, respectively, in stock-based compensation which is included in salaries, payroll taxes, and

expenses on the statements of operations.

At September 30, 2011 there was $369,489 of total unrecognized compensation cost related to stock options

granted under the Plan. That cost is expected to be recognized pro-rata according to the vesting schedules

through August 1, 2012.

SONNEN CORPORATION AND SUBSIDIARY

(Formerly known as Simple Tech Inc and Subsidiary)

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2011

NOTE 10 – RELATED PARTY TRANSACTIONS

Notes payable – related parties

On April 29, 2010, the Company received an advance on a non-interest bearing promissory note of $8,500

from a related entity. The note is due and payable on demand. On July 15, 2010, the Company repaid

$4,000 of the balance of this note. The remaining balance of $4,500 is outstanding as of September 30, 2011

for which the Company has not yet received a demand.

On May 2, 2011, the Company received an advance on an interest bearing promissory note of $7,100 from a

related entity. The note is due and payable on June 2, 2012, and bears an interest rate of 8% per annum.

Interest of $145 for the three months ended September 30, 2011 has been accrued and is outstanding .

Subsequent to September 30, 2011, this note was extended to January 3, 2015.

Consulting Agreements

On October 1, 2009, the Company entered into a consulting agreement with Prosper Financial, Inc., a

company owned by the spouse of the Company’s President and Chief Executive Officer and 37% owner of

the Company. The agreement calls for monthly payments of $2,500 for consulting services rendered and

$1,200 per month in rental payments for the use of Prosper Financial, Inc.’s office space. The agreement

extends through October 31, 2010, and was extended after that on a month to month basis for the consulting

services. As of September 30, 2011 and June 30, 2011, this related party had a balance due of $33,564 and

$26,064, respectively, and is reflected in accounts payable – related parties.

On August 1, 2009, the Company entered into a consulting agreement with a director and officer that calls

for monthly compensation of $7,500 and extended through December 31, 2009, after which became a

month to month basis. As of September 30, 2011 and June 30, 2011, this related party had a balance due of

$124,875 and $101,706, respectively, which is reflected in accounts payable – related parties.

On July 1, 2009, the Company entered into a consulting agreement with a shareholder, director and officer

of the Company that calls for an annual base fee of $96,000 and extends through June 30, 2010, after which

was continued on a month to month basis. As of September 30, 2011, this related party had a total balance

due of $174,969, comprised of $161,350 due for consulting fees, and $13,619 for business expenses, all of

which is reflected in accounts payable – related parties. As of June 30, 2011, this related party had a total

balance due of $150,969, comprised of $137,350 due for consulting fees, and $13,619 for business

expenses, all of which is reflected in accounts payable – related parties.

On October 1, 2009, the Company entered into a consulting agreement with its head of research that calls

for monthly compensation of $6,000 and extends through December 31, 2009, this contract was not

renewed or extended. As of September 30, 2011 and June 30, 2011, this related party had a balance due of

$1,840, which is reflected in accounts payable – related parties.

SONNEN CORPORATION AND SUBSIDIARY

(Formerly known as Simple Tech Inc and Subsidiary)

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2011

NOTE 10 – RELATED PARTY TRANSACTIONS - CONTINUED

On October 1, 2009, the Company entered into an agreement with a consultant to provide bookkeeping

services, the monthly compensation is $5,000 and extended through October 1, 2010, in addition, the

consultant shall be entitled to 100,000 incentive stock options upon signing, and extended through October

1, 2010. On April 1, 2010, we entered into a new agreement with the same consultant, the monthly

compensation was amended to be $2,500 per month, all other terms remained the same, and extended

through April 1, 2011, this contract was not renewed or extended. As of September 30, 2011 and June 30,

2011, this related party had a balance due of $32,500 and $25,000, respectively, which is reflected in

accounts payable – related parties.

On December 1, 2009, the Company entered into a consulting agreement with the son of our chief executive

officer to provide business consulting services that calls for monthly compensation of $2,000 and extends

through November 30, 2010, this contract was not renewed or extended. As of September 30, 2011 and June

30, 2011, this related party had a balance due of $9,000, which is reflected in accounts payable – related

parties.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Contingencies

On February 6, 2010, PT Group notified the Company of a purported breach of contract terms including a

breach of confidentiality, insufficient funding for research and development activities and failure to provide

direct access to our patent attorneys. The licensing agreement allows for a ninety day period in which to

cure purported breaches. The Company’s management and board of directors have reason to believe that PT

Group may not be the rightful owner of the intellectual property licensed under the licensing agreement.

(Note 5)

On March 8, 2010, the Company filed a complaint in the Circuit Court of the 11^th Judicial Court In and For

Miami-Dade County, Florida against Paul R. Leonard and PT Group in connection with a breach of the

licensing agreement dated July 27, 2009. The complaint seeks: (i) damages for fraud that stem from

reliance on PT Group's claim of ownership over certain proprietary information, (ii) the return of Company

shares issued to PT Group as compensation for the rights licensed, (iii) injunctive relief sought to prohibit

Mr. Leonard’s use of confidential information to which he is not entitled, and (iv) reasonable attorney’s

fees. Mr. Leonard responded to the complaint in an answer dated November 19, 2012 asserting that had no

knowledge of the subject matter of the suit. The Company has been unable to serve PT Group to date.

Should the relief sought be adjudicated, the Company expects to succeed on the merits of its claims.

SONNEN CORPORATION AND SUBSIDIARY

(Formerly known as Simple Tech Inc and Subsidiary)

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2011

NOTE 12– SUBSEQUENT EVENTS

In accordance with Accounting Standards Codification (ASC) topic 855-10 “Subsequent Events”, the

Company has evaluated subsequent events through the date which the financial statements were available to

be issued. The Company has determined that there were no such events that warrant disclosure or

recognition in the financial statements, other than these below:

Note payables extensions

Subsequent to September 30, 2011, all of the Company’s notes payable’s due dates were extended as

discussed above in Notes 6 and 7.

Stock options

On December 31, 2012, all outstanding vested options had expired in accordance with the terms of their

respective stock option agreements or rescinded by mutual agreement between the Company and the

respective holders.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other

parts of this quarterly report contain forward-looking statements that involve risks and uncertainties.

Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,”

“plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future

performance and our actual results may differ significantly from the results discussed in the forward-

looking statements. Factors that might cause such differences include, but are not limited to, those

discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future

Results and Financial Condition below. The following discussion should be read in conjunction with our

consolidated financial statements and related notes included in this report. Information presented herein is

based on the three month period ended September 30, 2011. Our fiscal year-end is June 30.

Discussion and Analysis of the Company’s Plan of Operation

Our plan of operation over the next twelve months is to prosecute the Company’s civil complaint against

PT Group and certain of the principals thereof and to consider alternative technologies for merger or

acquisition that might create value for its shareholders. Meanwhile, we have suspended our development

plan for the technology licensed from PT Group. While awaiting resolution of the uncertainties

surrounding the licensing agreement, the Company intends to identify, acquire and develop alternative

innovative technologies that it might advance to commercial applications. Management understands that

new technologies must meet several critical milestones in advance of commercialization. Milestones

include cost effectiveness, energy efficiencies, convenience of use and practicability. Any products that

we should develop will have to be able to effectively compete with today’s accepted technologies by

optimizing low-cost manufacturing processes, ensuring enhanced energy efficiencies, and providing a

reliable product with the flexibility to rely on alternative fuel sources.

The Company’s business development strategy is prone to significant risks and uncertainties which could

have an immediate impact on its efforts to generate a positive net cash flow and could deter the

development of advanced energy enhanced technology. Historically, the Company has not generated

sufficient cash flow to sustain operations and has had to rely on debt or equity financing to remain in

business. Therefore, we cannot offer that future expectations that any technology the Company might

develop will be commercially developed or that it will be sufficient to generate the revenue required for

its operations. Should we be unable to generate cash flow, the Company may be forced to seek additional

debt or equity financing as alternatives to the cessation of operations. The success of such measures can in

no way be assured.

We have not generated any revenue since inception.

Results of Operations

During the three months ended September 30, 2011, our operations were focused on maintaining our civil

complaint against Paul R. Leonard and PT Group in connection with breaches of a licensing agreement

and considering alternative technologies for merger or acquisition that might create value for the

Company’s shareholders.

Net Losses

For the period from inception (November 16, 2006) until September 30, 2011, the Company incurred net

losses of $3,830,764. Net losses for the three months ended September 30, 2011 were $173,771 as

compared to net losses of $214,070 for the three months ended September 30, 2010. The decrease in net

losses over the comparative three month periods can be primarily attributed to a decrease in general and

administrative expenses in the three months ended September 30, 2011.

We expect to continue to realize net losses as operating costs accrue and management considers

alternative technologies to succeed that technology subject to litigation.

General and Administrative Expenses

For the period from inception until September 30, 2011, the Company incurred general and administrative

expenses of $3,168,305. General and administrative expenses for the three months ended September 30,

2011 were $166,994 as compared to $208,361 for the three months ended September 30, 2010. The

decrease in general and administrative expenses over the comparative periods can be primarily attributed

to a decrease in compensation to $100,750 from $150,030 for the three months ended September 30,

2011, offset by an increase in professional fees to $54,000 from $46,000 in the three months ended

September 30, 2010.

We expect that our general and administrative expenses will continue to decrease as the Company’s

operations slow in response to ongoing litigation with PT Group and the suspension of our research and

development operations.

Income Tax Expense (Benefit)

The Company has a prospective income tax benefit resulting from a net operating loss carry-forward and

start up costs that will offset any future operating profit.

Capital Expenditures

The Company has not spent significant amounts of capital for the period from November 16, 2006

(inception) to September 30, 2011.

Liquidity and Capital Resources

The Company has been in the development stage since inception, and has experienced significant changes

in liquidity, capital resources, and stockholders’ equity.

The Company had current assets of $957 consisting of cash and prepaid expenses, and total assets of $957

as of September 30, 2011.

The Company had current and total liabilities of $882,607, consisting of accounts payable, accounts

payable to related parties, accrued payroll, notes payable to related parties, notes payable and loans from a

shareholder as of September 30, 2011.

The Company had a stockholders’ deficit of $881,650 and a working capital deficit of $881,650 at

September 30, 2011.

For the period from inception until September 30, 2011, the Company’s net cash used in development

stage activities was $843,776. Net cash used in development stage activities for the three month period

ending September 30, 2011 was $57 as compared to $33,560 provided by development stage activities for

the three months ended September 30, 2010. Net cash used in development stage activities in the current

three month period can be attributed primarily to stock option expense which is a book expense item

which does not affect the total amount relative to actual cash used. Actual cash items used in the current

three month period, that are not income statement related items, include pre-paid expenses, accounts

payable, accounts payable to related parties, accrued liabilities, and accrued interest. We expect to

continue to generate negative cash flow in development stage activities.

For the period from inception until September 30, 2011, the Company’s net cash used in investing

activities was $1,853. Net cash used in investing activities for the three months ended September 30, 2011

and September 30, 2010, was zero. We expect to generate negative cash flow in investing activities on

resuming operations in technology development.

For the period from inception until September 30, 2011, the Company’s net cash provided by financing

activities was $845,721. Net cash provided by financing activities for the three months ended September

30, 2011 was zero as compared to $33,000 for the three months ended September 30, 2010. Net cash flow

provided by financing activities in the prior period is attributable to proceeds from notes payable, offset

by repayments on notes payable to a related party. We expect to generate positive cash flow from

financing activities as the Company seeks new rounds of financing to finance litigation costs, regulatory

compliance and daily operations.

Our current assets are insufficient to meet our current obligations or to satisfy our cash needs over the

next twelve months and as such the Company will require additional debt or equity financing. We had no

commitments or arrangements for financing at September 30, 2011 though we are pursuing a number of

prospective sources that include shareholder loans, the sale of equity, the procurement of long term debt

or the settlement of additional debt for equity. We face certain financial obstacles to attracting new

financing due to our historical and current record of net losses and working capital deficits. Therefore,

despite our efforts we can provide no assurance that we will be able to obtain the financing required to

meet our stated objectives or even to continue as a going concern.

The Company does not expect to pay cash dividends in the foreseeable future.

The Company has a defined stock option plan and contractual commitments with all of its officers and

directors.

The Company has no current plans for any significant purchase or sale of any plant or equipment.

The Company has no current plans to make any changes in the number of employees.

Off Balance Sheet Arrangements

As of September 30, 2011, the Company had no off-balance sheet arrangements that have or are

reasonably likely to have a current or future effect on our financial condition, changes in financial

condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources

that is material to stockholders.

Going Concern

The Company’s auditors have expressed an opinion as to its ability to continue as a going concern as a

result of continuing net operating losses. Our ability to continue as a going concern is dependent on

realizing funding from inside or outside sources. Management’s plan to address the Company’s ability to

continue as a going concern includes: (i) obtaining funding from the private placement of debt or equity;

and (ii) converting debt to equity. Management believes that it will be able to obtain funding to enable the

Company to remain a going concern through the methods discussed above, though there can be no

assurances that such methods will prove successful.

Forward- Looking Statements and Factors That May Affect Future Results and Financial Condition

The statements contained in the section titled “Results of Operations” and “Description of Business”,

with the exception of historical facts, are forward looking statements. A safe-harbor provision may not be

applicable to the forward looking statements made in this current report. Forward looking statements

reflect our current expectations and beliefs regarding our future results of operations, performance, and

achievements. These statements are subject to risks and uncertainties and are based upon assumptions and

beliefs that may or may not materialize. These statements include, but are not limited to, statements

concerning:

 our anticipated financial performance;

 uncertainties related to the research and development of technology;

 our ability to generate revenues through sales to fund future operations;

 our ability to raise additional capital to fund cash requirements for future operations;

 the volatility of the stock market; and

 general economic conditions.

We caution readers that our operating results are subject to various risks and uncertainties that could cause

our actual results to differ materially from those discussed or anticipated. We advise readers not to place

any undue reliance on the forward-looking statements contained in this report, which reflect our beliefs

and expectations only as of the date of this report. We assume no obligation to update or revise these

forward-looking statements to reflect new events or circumstances or any changes in our beliefs or

expectations, other than as required by law.

Stock-Based Compensation

We have adopted Accounting Standards Codification, ASC 718, formerly SFAS No. 123R, Share-Based

Payments, which addresses the accounting for stock-based payment transactions in which an enterprise

receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that

are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of

such equity instruments.

We account for equity instruments issued in exchange for the receipt of goods or services from other than

employees in accordance with ASC 505. Costs are measured at the estimated fair market value of the

consideration received or the estimated fair value of the equity instruments issued, whichever is more

reliably measurable based on the Black-Scholes model. The value of equity instruments issued for

consideration other than employee services is determined on the earliest of a performance commitment or

completion of performance by the provider of goods or services.

Recent Accounting Pronouncements

In May 2011, the FASB issued ASU No. 2011-04 which relates to fair value measurement (FASB ASC

Topic 820), which amends current guidance to achieve common fair value measurement and disclosure

requirements in U.S. GAAP and International Financial Reporting Standards. The amendments generally

represent clarification of FASB ASC Topic 820, but also include instances where a particular principle or

requirement for measuring fair value or disclosing information about fair value measurements has

changed. The guidance also expands the disclosures for fair value measurements that are estimated using

significant unobservable (Level 3) inputs. This guidance is effective during interim and annual periods

beginning after December 15, 2011 and is to be applied prospectively. The adoption of this standard will

not materially impact the Company's financial statement statements.

In June 2011, the FASB issued Accounting Standards Update No. 2011-5, Presentation of Comprehensive

Income. This standard requires presentation of the items of net income and other comprehensive income

in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but

consecutive, statements of net income and other comprehensive income. The new requirements are

effective for fiscal years beginning after December 15, 2011. Early adoption is permitted and full

retrospective application is required. The Company does not expect a significant impact on the

Company's financial positions as a result of adoption of these new requirements.

Critical Accounting Policies

In the notes to the audited consolidated financial statements the Company for the years ended June 30,

2011 and 2010, included in the Company’s Form 10-K filed with the Securities and Exchange

Commission, the Company discussed those accounting policies that are considered to be significant in

determining the results of operations and financial position. The Company’s management believes that

their accounting principles conform to accounting principles generally accepted in the United States of

America.

The preparation of financial statements requires management to make significant estimates and judgments

that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these

judgments are subject to an inherent degree of uncertainty. On an on-going basis, we evaluate our

estimates, including those related to bad debts, inventories, intangible assets, warranty obligations,

product liability, revenue, and income taxes. We base our estimates on historical experience and other

facts and circumstances that are believed to be reasonable, and the results form the basis for making

judgments about the carrying value of assets and liabilities. The actual results may differ from these

estimates under different assumptions or conditions.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required.

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this report on Form 10-Q, an evaluation was carried out by

management, with the participation of the chief executive officer and the chief financial officer, of the

effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and

15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)). Disclosure controls and

procedures are designed to ensure that information required to be disclosed in reports filed or submitted

under the Exchange Act is recorded, processed, summarized, and reported within the time periods

specified in the Commission’s rules and forms and that such information is accumulated and

communicated to management, including the chief executive officer and the chief financial officer, to

allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by

this report, that the Company’s disclosure controls and procedures were not effective in recording,

processing, summarizing, and reporting information required to be disclosed, within the time periods

specified in the Commission’s rules and forms, and that such information was not accumulated and

communicated to management, including the chief executive officer and the chief financial officer, to

allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of

the Exchange Act) during the three months ended September 30, 2011, that materially affected, or are

reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

On March 8, 2010, the Company filed a complaint in the Circuit Court of the 11^th Judicial Court In and

For Miami-Dade County, Florida against Paul R. Leonard and PT Group in connection with a breach of

the licensing agreement dated July 27, 2009. The complaint seeks: (i) money damages for fraud that stem

from reliance on PT Group's claim of ownership over certain proprietary information, PT Group’s

misrepresentation of efforts credited to prior research and development and PT Group’s failure to provide

sufficient technical information on which to prepare patents to secure the technology, (ii) the return of the

Company’s shares issued to PT Group as compensation for the rights licensed, (iii) injunctive relief

sought to prohibit Mr. Leonard’s use of confidential information to which he is not entitled, and (iv)

reasonable attorney’s fees. Mr. Leonard responded to the complaint in an answer dated November 19,

2012 asserting that had no knowledge of the subject matter of the suit. The Company has been unable to

serve PT Group to date. Should the relief sought be adjudicated, the Company expects to succeed on the

merits of its claims.

ITEM 1A.

RISK FACTORS.

Not required of smaller reporting companies.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.

DEFAULTS ON SENIOR SECURITIES.

None.

ITEM 4.

(REMOVED AND RESERVED)

Removed and reserved.

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page

26 of this Form 10-Q, and are incorporated herein by this reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this

report to be signed on its behalf by the undersigned, thereunto duly authorized.

Sonnen Corporation

Registrant

April 8, 2013

/s/ Robert Miller

Date

Robert Miller

Chief Executive Officer and Director

April 8, 2013

/s/ Costas Takkas

Date

Costas Takkas

Chief Financial Officer, Principal Accounting Officer and Director

INDEX TO EXHIBITS

Exhibit

Description

3.1.1*

Articles of Incorporation, incorporated by reference to the Company’s Form SB-2 filed with the

Commission on August 6, 2007.

3.1.2*

Amendment to the Articles of Incorporation, incorporated by reference to the Company’s

Definitive 14C filed with the Commission on October 14, 2009.

3.2*

Bylaws, incorporated by reference to the Company’s Form SB-2 filed with the Commission on

August 6, 2007.

10.1*

Licensing Agreement between the Company, the Company’s wholly owned subsidiary, and P.T.

Group, Ltd., dated July 27, 2009, incorporated by reference to the Company’s Form 10-K filed

with the Commission on August 3, 2009.

10.2*

Consulting Agreement between the Company and Costas Takkas, dated July 27, 2009,

incorporated by reference to the Company’s Form 10-K filed with the Commission on August 3,

2009.

10.3*

Employment Agreement between the Company and Paul Leonard dated July 27, 2009,

incorporated by reference to the Company’s Form 10-K filed with the Commission on August 3,

2009.

10.4*

Employment Agreement between the Company and David Greenbaum dated August 1, 2009,

incorporated by reference to the Company’s Form 10-Q filed with the Commission on November

23, 2009.

10.5*

Consulting Agreement between the Company and Carol Laws dated August 1, 2009, incorporated

by reference to the Company’s Form 10-Q filed with the Commission on November 23, 2009.

10.6*

Consulting Agreement between the Company and Backend Technologies, LLC dated August 5,

2009, incorporated by reference to the Company’s Form 10-Q filed with the Commission on

November 23, 2009.

10.7*

Employment Agreement between the Company and Robert H. Miller dated January 1, 2010,

incorporated by reference to the Company’ Form 10-Q filed with the Commission on November

23, 2010.

21*

Subsidiaries of the Company, incorporated by reference to the Company’s Form 10-K filed with

the Commission on August 3, 2009.

31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Exchange Act as

adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (attached).

31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Exchange Act as

adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (attached).

32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (attached).

32.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (attached).

101. INS

XBRL Instance Document^†

101. PRE

XBRL Taxonomy Extension Presentation Linkbase^†

101. LAB

XBRL Taxonomy Extension Label Linkbase^†

101. DEF

XBRL Taxonomy Extension Label Linkbase^†

101. CAL

XBRL Taxonomy Extension Label Linkbase^†

101. SCH

XBRL Taxonomy Extension Schema^†

Incorporated by reference to previous filings of Allied.

^†

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and

not “filed” or part of a registration statement or prospectus for purposes of Section 11 or 12 of the

Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the

Securities and Exchange Act of 1934, and otherwise is not subject to liability under these

sections.

SONNEN Corp - FORM 10-Q - April 8, 2013

Attached files

SONNEN Corp Reports