UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x

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

 

For the quarterly period ended June 30, 2013

 

¨

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

 

For the transition period from ____ to ____

 

Commission file number: 333-150768

 

UNIVERSAL SOLAR TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Nevada		26-0768064
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
	No. 1 Pingbei Road 2, Nanping Science &Technology Industrial Park, Zhuhai City, Guangdong Province The People’s Republic of China 519060
	(Address of principal executive offices including zip code)
	86-756 8682610
(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. ý Yes ¨ No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ý Yes ¨ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ý

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes ý No.

 

The number of shares of Common Stock outstanding as of August 12, 2013 was 22,599,974 shares.

 

 

TABLE OF CONTENTS

 

PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	9
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	14
Item 4.	Controls and Procedures	14
PART II.	OTHER INFORMATION	15
Item 1.	Legal Proceedings	15
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults upon Senior Securities	15
Item 4.	Mine Safety Disclosures	15
Item 5.	Other Information	15
Item 6.	Exhibits	15
SIGNATURES		17

 

 

PART

I. FINANCIAL INFORMATION

 

Item

1.     Financial Statements.

 

UNIVERSAL SOLAR TECHNOLOGY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

		June 30, 2013				December 31, 2012
ASSETS		(Unaudited)
CURRENT ASSETS
Cash and cash equivalents		$	66,172			$	160,927
Accounts receivable			42,538				171,439
Inventories			630,923				1,198,096
Prepaid expenses and other current assets			1,154,838				1,125,582
TOTAL CURRENT ASSETS			1,894,471				2,656,044
Land use right, net of accumulated amortization of $46,953 and         $41,864, respectively			423,327				421,420
Property, plant and equipment, net of accumulated depreciation         of $491,672 and $384,950, respectively			2,955,459				3,003,289
Construction in process			296,543				292,130
TOTAL ASSETS		$	5,569,800			$	6,372,883
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable		$	242,814			$	257,646
Accured expenses and other current liabilities			1,370,930				1,229,766
TOTAL CURRENT LIABILITIES			1,613,744				1,487,412
Due to related-parties			14,316,856				14,077,389
TOTAL LIABILITIES			15,930,600				15,564,801
STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.0001 par value, 10,000,000 shares authorized,         none issued and outstanding			-				-
Common stock, $0.0001 par value, 22,599,974 shares issued and         outstanding			2,260				2,260
Additional paid-in capital			620,812				620,812
Accumulated deficit			(10,965,900	)			(9,887,181	)
Accumulated other comprehensive income			(17,972	)			72,191
TOTAL STOCKHOLDERS' DEFICIENCY			(10,360,800	)			(9,191,918	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY		$	5,569,800			$	6,372,883

 

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

 

 

UNIVERSAL SOLAR TECHNOLOGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2013				2012				2013				2012
SALES		$	-			$	243,163			$	-			$	618,198
COST OF SALES			-				250,089				604,018				777,036
GROSS LOSS			-				(6,926	)			(604,018	)			(158,838	)
OPERATING EXPENSES
General and administrative expenses			141,444				221,356				234,493				387,844
Selling expenses			-				4,811				1,446				7,498
TOTAL OPERATING EXPENSES			141,444				226,167				235,939				395,342
LOSS FROM OPERATIONS			(141,444	)			(233,093	)			(839,957	)			(554,180	)
Non-operating income			8,829				6,994				8,829				6,994
Interest expenses, net of interest income			(124,762	)			(124,753	)			(247,591	)			(242,656	)
NET LOSS			(257,377	)			(350,852	)			(1,078,719	)			(789,842	)
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment			(77,812	)			(1,450	)			(90,163	)			(2,220	)
COMPREHENSIVE LOSS		$	(335,189	)		$	(352,302	)		$	(1,168,882	)		$	(792,062	)
Loss per common share - basic and diluted		$	(0.01	)		$	(0.02	)		$	(0.05	)		$	(0.04	)
Weighted average number of shares outstanding     - basic and diluted			22,599,974				22,599,974				22,599,974				22,599,974

 

 

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

 

 

UNIVERSAL SOLAR TECHNOLOGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

  

		Six Months Ended June 30,
		2013				2012
OPERATING ACTIVITIES:
Net loss		$	(1,078,719	)		$	(789,842	)
Adjustments to reconcile net loss to net cash used in operating     activities:
Depreciation of property and equipment			100,085				316,658
Amortization of land use right			4,422				4,373
Inventory allowance			607,425				86,761
Changes in operating assets and liabilities:
Accounts receivable			130,419				60,768
Prepaid expenses and other assets			(12,157	)			(68,150	)
Inventories			(26,932	)			(225,485	)
Accounts payable			(18,572	)			91,758
Accrued expenses and other current liabilities			126,990				66,402
NET CASH USED IN OPERATING ACTIVITIES			(167,039	)			(456,757	)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Acquisition of property and equipment			(7,668	)			(24,088	)
Government subsidy on property and equipment			-				150,308
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES			(7,668	)			126,220
CASH FLOWS PROVIDED BY FINANCING ACTIVITES:
Repayment of short-term loans			-				(475,446	)
Proceeds from related parties loans			81,716				830,494
NET CASH PROVIDED BY FINANCING ACTIVITIES			81,716				355,048
Effect of exchange rate changes on cash			(1,764	)			(1,124	)
Increase (decrease) in cash			(94,755	)			23,387
Cash - Beginning of period			160,927				44,474
Cash - End of period		$	66,172			$	67,861
Supplemental disclosures of cash flow information:
Interest paid		$	-			$	34,935
Income taxes paid		$	-			$	-

 

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

 

 

UNIVERSAL SOLAR TECHNOLOGY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

  

1.

INTERIM FINANCIAL STATEMENTS

 

The unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of June 30, 2013 and the results of operations and cash flows for the periods ended June 30, 2013 and 2012. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the six months ended June 30, 2013 are not necessarily indicative of the results to be expected for any subsequent periods or for the entire year ending December 31, 2013. The balance sheet at December 31, 2012 has been derived from the audited financial statements at that date.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2012 as included in our Annual Report on Form 10-K.

 

2.

BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES

 

Universal Solar Technology, Inc. (the “Company”) was incorporated in the State of Nevada on July 24, 2007. The Company operates through its wholly-owned subsidiaries, Kuong U Science & Technology (Group) Ltd. (“Kuong U”), a company incorporated in Macau, Peoples Republic of China (“PRC”) on May 10, 2007, and Nanyang Universal Solar Technology Co., Ltd. (“NUST”), a company incorporated in Nanyang, PRC on September 8, 2008. The Company manufactures and sells silicon wafers and solar photovoltaic (“PV”) modules.

 

Basis of presentation

 

The consolidated financial statements include the accounts of the Company and all of its subsidiaries. All significant inter-company accounts and transactions have been eliminated. These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

 

Currency translation

 

The reporting currency of the Company is the United States dollar (USD). The functional currency of Kuong U is the Hong Kong dollar (HKD). The functional currency of NUST is the Chinese Yuan (RMB). Revenue and expense accounts of our two subsidiaries are translated into United States dollars at the average rates during the period, and balance sheet items are translated at period-end rates, except for equity accounts which are translated at historical rates. Translation adjustments arising from the use of differing exchange rates from period to period are included as a separate component of shareholders’ equity. Gains and losses from foreign currency transactions are recognized in current operations.

 

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into USD at the rates used in translation.

 

 

UNIVERSAL SOLAR TECHNOLOGY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Going concern

 

The financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At June 30, 2013, the Company had no income from operation for the past two years and a stockholders’ deficiency of $10,360,800 and has accumulated deficit of $10,965,900 since inception. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company plans to improve its financial condition by raising capital in a private placement of its securities. However, there is no assurance that the Company will be successful in accomplishing this objective. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

 

As of June 30, 2013, the Company does not have sufficient capital to meet its planned expansion. In the short-term, due to low profit margins, the Company does not expect to achieve positive cash flow. In addition, given the Company’s short operating history, it is difficult to predict when the Company would begin to generate sufficient cash to support its operations. Therefore, in the foreseeable future related-parities including the Company’s CEO, Mr. Wensheng Chen and companies that he controls intend to provide financial resources to meet the Company’s daily cash needs. The Company plans to raise funds from domestic and foreign banks and/or financial institutions to increase working capital in order to meet capital demands of construction of new solar cell production facility.

 

Uses of estimates in the preparation of financial statements

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates.

 

Impairment of long-lived assets

 

Long-lived assets are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable. For assets that are to be held and used, an impairment is recognized when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value.

 

3.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

 

As of June 30, 2013 and December 31, 2012, prepaid expenses and other current assets consist following:

 

		June 30, 2013				December 31, 2012
Input Value Added Tax		$	1,097,052			$	1,063,826
Other prepaid expenses and other current assets			57,786				61,756
		$	1,154,838			$	1,125,582

 

 

UNIVERSAL SOLAR TECHNOLOGY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

4.

DUE TO RELATED PARTIES

 

Due to related parties consists of:

 

Related parties		Maturity date		Interest rate				June 30, 2013				December 31, 2012
Mr. Wensheng Chen, Chief Executive Officer, Chairman of Board		December 31, 2016			3.5	%		$	3,202,472			$	3,204,603
Ms. Ling Chen, President		December 31, 2016			3.5	%			1,152,035				1,134,893
Zhuhai Yuemao Laser Facility Engineering Co., Ltd.  (“Yuemao Laser”)		December 31, 2016			3.5	%			478,370				475,284
Yuemao Science & Technology Group (“Yuemao Technology”)		December 31, 2016			3.5	%			9,483,979				9,262,609
Total								$	14,316,856			$	14,077,389

 

Both Yuemao Laser and Yuemao Technology are PRC companies and controlled by the Company’s chairman and Chief Executive Officer, Mr. Wensheng Chen.

 

Mr. Wensheng Chen, Chairman and Chief Executive Officer of the Company.

 

As of December 31, 2012, the amount due to Mr. Wensheng Chen was $3,204,603. Loans borrowed from Mr. Wensheng Chen bear an interest at the rate of 3.5% per annum. As of June 30, 2013, amount due to Mr. Chen was $3,202,472. Mr. Chen has agreed that the Company can pay the accrued interest and principal when its cash flow status allows.

 

Ms. Ling Chen, President of the Company

 

During first half of 2012, Ms. Ling Chen paid various expenses on behalf of the Company, the amount due to Ms. Ling Chen was $1,134,893 as of December 31, 2012. All loans borrowed from Ms. Ling Chen bear an interest at the rate of 3.5% per annum. As of June 30, 2013, amount due to Ms. Ling Chen was $1,152,035. Ms. Chen has agreed that the Company can make payment of accrued interest and principal when its cash flow status allows.

 

Yuemao Science & Technology Group (“Yuemao Technology”)

 

Yuemao Technology is a private company established under the laws of the PRC and controlled by our Chairman and Chief Executive Officer, Mr. Wensheng Chen. As of December 31, 2012, the amount due to Yuemao Technology was $9,262,609. During first half of 2013, Yuemao Technology paid various expenses on behalf of the Company and loans borrowed from Yuemao Technology bear an interest at the rate of 3.5% per annum. As of half, 2013, the amount due to Yuemao Technology was $9,483,979. Yuemao Technology agreed that the Company can pay the accrued interest when its cash flow status allows.

 

 

UNIVERSAL SOLAR TECHNOLOGY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Zhuhai Yuemao Laser Facility Engineering Co., Ltd. (“Yuemao Laser”)

 

Yuemao Laser is a private company established under the laws of the PRC and controlled by our Chairman and Chief Executive Officer, Mr. Wensheng Chen. As of December 31, 2012, the amounts due to Yuemao Laser were $475,284. During first half of 2013, Yuemao Laser paid various expenses on behalf of the Company. As of June 30, 2013, the amounts due to Yuemao Laser were $478,370. Yuemao Laser agreed that the Company can pay the accrued interest when its cash flow status allows.

 

5.

MAJOR CUSTOMERS

 

During the six months ended June 30, 2013, the Company did not sell any of its products and had no customer.

 

During the six months ended June 30, 2012, the Company sold all of its products to customers located in China. Two customers accounted for approximately 70% and 19% of sales for the six months ended June 2012.

 

During three months ended June 30, 2012, three customers accounted for approximately 48.3%, 31.9% and 10.3% of sales, respectively.

 

6.

INCOME TAXES

 

The Company’s Chinese subsidiaries are governed by Income Tax Law of the PRC concerning private-run enterprises, which are generally subject to taxes at a statutory rate of 25% on income reported in the statutory financial statements prepared in accordance with PRC GAAP after appropriate tax adjustments. Applicable income tax rate of Kuong U is 15%. Operating loss carryforwards can be utilized for five years in China and 20 years in the U.S.

 

As of June 30, 2013, the Company had approximately $10,400,000 and $585,000 of net operating loss carryforwards for income tax purposes in China and the United States, respectively, which will expire between 2014 to 2030.

 

Based on management’s present assessment, the Company has determined it to be more likely than not that a deferred tax asset attributable to the future utilization of the net operating loss carry-forward as of June 30, 2013 and December 31, 2013 will be realized. Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements at June 30, 2013 and December 31, 2012. The Company will continue to review this valuation allowance and make adjustments as appropriate.

 

7.

COMMITMENTS AND CONTINGENCIES

 

Vulnerability due to operations in PRC

 

The Company’s operations may be adversely affected by significant political, economic and social uncertainties in the PRC. Although the PRC government has been pursuing economic reform policies for more than 20 years, there is no guarantee that the PRC government’s pursuit of economic reforms will be consistent or effective.

 

The PRC has adopted currency and capital transfer regulations. These regulations require that the Company comply with complex regulations for the movement of capital. Because most of the Company’s future revenues will be in RMB, any inability to obtain the requisite approvals, or any future restrictions on currency exchanges, will limit the Company’s ability to fund its business activities outside China or to pay dividends to its shareholders.

 

 

UNIVERSAL SOLAR TECHNOLOGY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

The Company’s assets will be predominantly located inside China. Under the laws governing foreign invested enterprises in China, dividend distribution and liquidation are allowed, but subject to special procedures under the relevant laws and rules. Any dividend payment will be subject to the decision of the board of directors and subject to foreign exchange rules governing such repatriation. Any liquidation is subject to both the relevant government agency’s approval and supervision, as well as the foreign exchange control.

 

In addition, the results of business and prospects are subject, to a significant extent, to the economic, political and legal developments in China.

 

While China’s economy has experienced significant growth in the past twenty years, growth has been irregular, both geographically and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall economy of China, but may also have a negative effect on the Company. The Company’s sales and financial condition may be adversely affected by the government control over capital investments or changes in tax regulations.

 

Foreign companies conducting operations in the PRC face significant political, economic and legal risks. The Communist regime in the PRC includes a stifling bureaucracy which may hinder Western investment. Any new government regulations or utility policies pertaining to the Company’s PV products may result in significant additional expenses to the Company, Company distributors and end users and, as a result, could cause a significant reduction in demand for the Company’s PV products.

 

8.

SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date of these financial statements were issued and determined that there were no subsequent events to recognize or disclose in these financial statements.

 

 

Item

2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report on Form 10-Q and with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2013.

 

FORWARD-LOOKING STATEMENTS:

 

This Quarterly Report on Form 10-Q for the three months ended June 30, 2013 contains “forward-looking statements” within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, including statements that include the words “believes,” “expects,” “anticipates,” or similar expressions. These forward-looking statements include, among others, statements concerning our expectations regarding our working capital requirements, financing requirements, business, growth prospects, competition and results of operations, and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. The forward-looking statements in this Quarterly Report on Form 10-Q for the six months ended June 30, 2013 involve known and unknown risks, uncertainties and other factors that could cause our actual results, performance or achievements to differ materially from those expressed in or implied by the forward-looking statements contained herein.

 

OVERVIEW OF OUR BUSINESS

 

We primarily manufacture, market and sell silicon wafers to manufacturers of solar cells. In addition, we manufacture PV modules with solar cells purchased from third parties.

 

Product Line 1 - Silicon Wafers

 

We produce silicon wafers by extracting purified mono-crystalline silicon from virgin poly-silicon feedstock utilizing mono-crystalline silicon ingot growers. Then we cut the purified mono-crystalline silicon ingots into silicon wafers with multi-wire saws. Silicon wafers are one of the most important components in solar cells.

 

As of June 30, 2013, we have eleven mono-crystalline silicon ingot growers. Maximum production capacity of each mono-crystalline silicon ingot grower is approximately one ton of mono-crystalline silicon ingots per month. Our current mono-crystalline silicon ingot production capacity is approximately 132 tons per annum.

 

We are also equipped with five multi-wire saws, each of which can produce approximately 70 silicon wafers per kilogram of mono-crystalline silicon ingot. Based on an estimated 2.8 watts (W) per silicon wafer, our current silicon wafer production capacity is approximately 20MW per annum.

 

During the six months ended June 30, 2013, the capacity utilization rate of our silicon wafer production machines fluctuated between 20% and 25%.

 

Product Line 2 – PV Modules

 

We have two semi-automatic production lines that manufacture PV modules. Our existing production capacity is approximately 20MW of PV modules per annum. During 2012, we produced various types of PV module samples; however we did not produce PV module products in commercial quantities. Currently, we purchase solar cells from third parties to manufacture PV modules. During the six months ended June 30, 2013, the Company did not produce any PV modules.

 

 

Overview of Properties, Plant and Equipment

 

We have acquired land-use rights to 71,346 square meters for industrial usage in Henan Province, PRC. The land use rights expire on July 23, 2060. We began the construction of our manufacturing facilities on this site in 2008. As of June 30, 2013, we have completed the construction of five workshops. Two of the five workshops are in operation with each comprises of 2,016 square meters.

 

As of June 30, 2013, the net book value of our property, plant and equipment was $2,955,459.

 

Critical Accounting Policies

 

During the six months ended June 30, 2013, there were no changes to our critical accounting policies and the use of estimates. For further information, please refer to “Critical Accounting Policies” included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2012.

 

Operation

 

In July 2010, we began manufacturing silicon wafers. In September 2010, we began to ship our silicon wafers to customers primarily located in China.

 

We are also expanding the production capacity of our existing product lines through the purchase of additional equipment and recruitment of personnel. We also plan to produce solar cells by ourselves and provide advanced applications of solar energy to complete the value chain of this industry.

 

RESULTS OF OPERATIONS

 

Comparison of Three Months ended June 30, 2013 and 2012:

 

Revenues. In the current period, revenue was $nil, compared to $243,163 for the prior period. The decrease was due to a decrease of our silicon wafers sales. Our revenues were generated from the sales of silicon wafers for three months ended June 30, 2012. During the second quarter of 2013, the market condition of our silicon wafers was unexpectedly difficult. As a result, the company decided to reduce the sales amount of silicon wafers, which resulted in a decline in our revenue.

 

Cost of Sales. Cost of sales was $nil compared to $250,089 for the same period of 2012.

 

Gross Loss. The Company generated no gross loss during the current period; compare to gross loss $6,926 for the same period in previous year.

 

General and Administrative Expenses. General and administrative expenses consist primarily of salaries and other personnel-related costs, professional fees and other costs. General and administrative expenses were $141,444 and $221,356 for the three months ended June 30, 2013 and 2012, respectively. The decrease was mainly due to tight cash flow status, which resulted in a reduction of operation.

 

 

Selling expenses. Selling expenses include exhibition and other selling expenses. Selling expenses for the three months ended June 30, 2013 and 2012 were $nil and $4,811, respectively. The decrease was primarily due to the company’s cut in certain exhibition and other selling efforts because of its tight cash flow situation during the second quarter of 2013.

 

Interest expenses. Interest expenses, net of interest income, increased from $124,753 in the prior period to $124,762 in the current period. The increase was mainly due to an increased amount of loans.

 

Net Loss. In the current period, net loss decreased by $93,475 or 26.6% to $257,377 from $350,852 for the prior period. The decrease was mainly due to the reasons discussed above.

 

Comparison of Six Months ended June 30, 2013 and 2012:

 

Revenues. In the current period, revenue was $nil, compared to $618,198 for the prior period. The decrease was due to a decrease of our silicon wafers sales. Our revenues were generated from the sales of silicon wafers for six months ended June 30, 2012. During the first half of 2013, the market condition of our silicon wafers was unexpectedly difficult. As a result, the company decided to reduce the sales amount of silicon wafers, which resulted in a decline in our revenue.

 

Cost of Sales. Cost of sales was $604,018 compared to $777,036 for the same period of 2012. During the first half of 2013, the Company charged $604,018 into cost of sales as allowance of inventory.

 

Gross Loss. The Company generated gross loss of $604,018 during the current period; compare to gross loss $158,838 for the same period in previous year. The gross loss generated from the six months ended June 30, 2013 was due to allowance of inventory charged into cost of sales.

 

General and Administrative Expenses. General and administrative expenses consist primarily of salaries and other personnel-related costs, professional fees and other costs. General and administrative expenses were $234,493 and $387,844 for the six months ended June 30, 2013 and 2012, respectively. The decrease was mainly due to tight cash flow status, which resulted in a reduction of operation.

 

Selling expenses. Selling expenses include exhibition and other selling expenses. Selling expenses for the six months ended June 30, 2013 and 2012 were $1,446 and $7,498, respectively. The decrease was primarily due to the company’s cut in certain exhibition and other selling efforts because of its tight cash flow situation during the first half of 2013.

 

Interest expenses. Interest expenses, net of interest income, increased from $242,656 in the prior period to $247,591 in the current period. The increase was mainly due to an increased amount of loans.

 

Net Loss. In the current period, net loss increased by $288,877 to $1,078,719 from $789,842 for the prior period. The decrease was mainly due to the reasons discussed above.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of June 30, 2013, we had total current assets of $1,894,471 and total current liabilities of $1,613,744, resulting in a working capital of $280,727. Cash and cash equivalents were $160,927 at the beginning of the fiscal year 2013 and decreased to $66,172 at the end of the first half of 2013.

 

During the first half of 2013, cash used in operations was $167,039, a decrease of 63.4% from $456,757 for the same period of 2012. The decrease was mainly due to the following reasons: (1) cash spent on paying prepaid expenses and other current assets were $12,157 during first half of 2013, comparing with $68,150 for the same period of 2012; (2) cash spent on purchasing inventories decreased $198,553 or 88.1% to $26,932, comparing with net cash of $225,485 spent on purchasing inventories during the same period of 2012; (3) we used $18,572 to pay accounts payable to our suppliers in first half of 2013, comparing with an increase of our accounts payable $91,758 during same period of 2012; (4) during the first half of 2013 and 2012, the Company charged $607,425 and $86,761 as allowance of inventory, respectively; (5) the increase of collection of account receivables from $60,768 for six months ended June 30, 2012 to $130,419 for the same period of 2013 was due in large part to collecting old receivables; and (6) the increase of accrued expenses and other current liabilities from $66,402 for first half of 2012 to $126,990 for the same period of 2013 was primarily due to interest accrued.

 

 

Net cash used in investing activities for the six months ended June 30, 2013 was $7,668 while during the same period of 2012, our investing activities provided net cash inflow of $126,220, mainly due to government subsidy on property and equipment of $150,308 granted to the Company during first half of 2012. There was no subsidy of such received during the first half of 2013. During six months ended June 30, 2012, we spent $24,088 in acquisition of property and equipment. We spent $7,668 acquiring property and equipment for the same period of 2013, representing $16,420 or 68.2% decrease in amount of cash used in this regard.

 

Net cash provided by financing activities in the six months ended June 30, 2013 and 2012 were $81,716 and $355,048, respectively. The decrease was mainly due to a decrease in advances received from related parties. During the first half of 2012, the Company repaid $475,446 of short-term bank loans.

 

The Company’s difficult financial position, continuous losses and low share price and inactive stock trading volume have made it difficult for the Company to raise additional capital.

 

Related party loans

 

The following table presents amounts of related party loans:

 

Related parties		Maturity date		Interest rate				June 30, 2013				December 31, 2012
Mr. Wensheng Chen, Chief Executive Officer, Chairman of Board		December 31, 2016			3.5	%		$	3,202,472			$	3,204,603
Ms. Ling Chen, President		December 31, 2016			3.5	%			1,152,035				1,134,893
Zhuhai Yuemao Laser Facility Engineering Co., Ltd.  (“Yuemao Laser”)		December 31, 2016			3.5	%			478,370				475,284
Yuemao Science & Technology Group (“Yuemao Technology”)		December 31, 2016			3.5	%			9,483,979				9,262,609
Total									14,316,856				14,077,389

 

Both Yuemao Laser and Yuemao Technology are PRC companies and controlled by the Company’s chairman and Chief Executive Officer, Mr. Wensheng Chen.

 

Mr. Wensheng Chen, Chairman and Chief Executive Officer of the Company.

 

As of December 31, 2012, the amount due to Mr. Wensheng Chen was $3,204,603. Loans borrowed from Mr. Wensheng Chen bear an interest at the rate of 3.5% per annum. As of June 30, 2013, amount due to Mr. Chen was $3,202,472. Mr. Chen has agreed that the Company can pay the accrued interest and principal when its cash flow status allows.

 

Ms. Ling Chen, President of the Company

 

During first half of 2012, Ms. Ling Chen paid various expenses on behalf of the Company, the amount due to Ms. Ling Chen was $1,134,893 as of December 31, 2012. All loans borrowed from Ms. Ling Chen bear an interest at the rate of 3.5% per annum. As of June 30, 2013, amount due to Ms. Ling Chen was $1,152,035. Ms. Chen has agreed that the Company can make payment of accrued interest and principal when its cash flow status allows.

 

 

Yuemao Science & Technology Group (“Yuemao Technology”)

 

Yuemao Technology is a private company established under the laws of the PRC and controlled by our Chairman and Chief Executive Officer, Mr. Wensheng Chen. As of December 31, 2012, the amount due to Yuemao Technology was $9,262,609. During first half of 2013, Yuemao Technology paid various expenses on behalf of the Company and loans borrowed from Yuemao Technology bear an interest at the rate of 3.5% per annum. As of half, 2013, the amount due to Yuemao Technology was $9,483,979. Yuemao Technology agreed that the Company can pay the accrued interest when its cash flow status allows.

 

Zhuhai Yuemao Laser Facility Engineering Co., Ltd. (“Yuemao Laser”)

 

Yuemao Laser is a private company established under the laws of the PRC and controlled by our Chairman and Chief Executive Officer, Mr. Wensheng Chen. As of December 31, 2012, the amounts due to Yuemao Laser were $475,284. During first half of 2013, Yuemao Laser paid various expenses on behalf of the Company. As of June 30, 2013, the amounts due to Yuemao Laser were $478,370. Yuemao Laser agreed that the Company can pay the accrued interest when its cash flow status allows.

 

Future Cash Requirements

 

During 2013, the Company plans to raise approximately $18 million to either complete construction of a solar cell production facility or to acquire an existing production facility. As a result, the Company expects to require significantly greater capital resources compared to the previous fiscal year.

 

The Company’s cash requirements can be divided into two categories.

 

(1)

Capital demand in daily operations. This includes costs associated with being a public company, including legal fees, audit/review fees and other professional fees; and costs incurred by the Company’s operating subsidiary, including wages, utilities and other operating costs. The Company expects its cash requirements under this category to be approximately $120,000 per month.

 

(2)

Capital demand for the construction of its solar cell production facility or to acquire an existing solar cell production facility.

 

As of June 30, 2013, the Company does not have sufficient capital to meet its planned expansion. Due to the negative profit margins during the six months ended June 30, 2013, the Company does not expect to achieve positive cash flow in the short-term. In addition, given the Company’s short operating history, it is difficult to predict when the Company would begin to generate sufficient cash to support its operations. However, in the foreseeable future, related-parties intend to continue to provide financial resources to meet the Company’s daily operating cash needs, including the Company’s CEO, Mr. Wensheng Chen, Yuemao Technology, and Yuemao Laser. The Company plans to raise funds from domestic and foreign banks and/or financial institutions to increase working capital in order to meet its capital demand described in category (2) above.

 

 

Going forward, the Company anticipates that it will require an additional $18 million to build new solar cell manufacturing facilities.

 

Without additional funding, the Company will not be able to pursue its business model. If adequate funds are not available or are not available on acceptable terms when required, we would be required to significantly curtail our operations and would not be able to fund the development of the business envisioned by our business model. These circumstances could have a material adverse effect on our business, which could affect our ability to continue to operate as a going concern.

 

The recent and unprecedented disruption in the credit markets has had a significant impact on a number of financial activities. Additional financing is desirable within the next nine months in order to meet our current and projected cash flow deficits from business operations and future development.

 

Off-Balance Sheet Arrangements

 

As of June 30, 2013, we have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any other parties. We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, operating results and cash flows.

 

Item

3.     Quantitative and Qualitative Disclosures about Market Risk.

 

Not applicable.

 

Item

4.     Controls and Procedures.

 

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

 

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”). The purpose of this evaluation is to determine if, as of the Evaluation Date, our disclosure controls and procedures were operating effectively such that the information, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) was recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were ineffective.

 

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the Company’s internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended, during the fiscal quarter covered by this report, and they have concluded that there was no change to the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

CEO AND CFO CERTIFICATIONS

 

We have attached as exhibits to this Quarterly Report on Form 10-Q the certification of our Chief Executive Officer and Chief Financial Officer which are required in accordance with the Exchange Act. We recommend that this Item 4 to be read in conjunction with those certifications for a more complete understanding of the subject matter presented.

 

LIMITATION ON THE EFFECTIVENESS OF CONTROLS

 

The inherent limitations of the control systems, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives are being met. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Control systems can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

 

PART

II.                       OTHER INFORMATION

 

Item

1.     Legal Proceedings.

 

As of this quarter reported ended June 30, 2013, there is no pending litigation made against Universal Solar Technology, Inc. In the ordinary conduct of our business, we are subject to periodic lawsuits, investigations and claims, including, but not limited to, routine employment matters.

 

Item 1A. Risk Factors.

 

There have been no material changes from risk factors as previously disclosed in our annual report on Form 10-K filed on March 28, 2013.

 

Item

2.     Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item

3.     Defaults upon Senior Securities.

 

None.

 

Item

4.     Mine Safety Disclosures.

 

Not applicable.

 

Item

5.     Other Information.

 

None.

 

Item

6.     Exhibits

 

 

Exhibit No.	Description
10.7	Letter of Confirmation of Interest of Related Party Loans, dated May 5, 2011 between Universal Solar, Wensheng Chen, Zhuhai Yuemao Laser Facility Engineering Co., Ltd. and Yuemao Science & Technology Group
10.8	Letter of Confirmation of Interest of Related Party Loans, dated May 5, 2011 between Universal Solar and Ling Chen
10.9	Fengcheng Hong Yu Industrial Development and Investment Co. Loan Agreement (1)
10.10	Employment Agreement, dated December 29, 2011, between Universal Solar Technology, Inc. and Weilei Lv. (2)
10.11	Letter of Confirmation of Related Party Loans (3)
10.12	Letter of Confirmation of Related Party Loans (3)
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended
32.1	Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002 (Chief Executive Officer)
32.2	Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002 (Chief Financial Officer)

 

(1)

Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q on August 12, 2011.

(2)

Filed as an exhibit to the Current Report on Form 8-K on December 30, 2011.

(3)

Filed as an exhibit to the Annual Report on Form 10-K on March 28, 2013.

 

 

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.

 

Universal Solar Technology, Inc.

 

By:	/s/Wensheng Chen
	Chief Executive Officer and Chairman of the Board of Directors
	(Principal Executive Officer)
	August 13, 2013
By:	/s/ Weilei Lv
	Chief Financial Officer
	(Principal Financial and Accounting Officer)
	August 13, 2013