UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2014

 

or

 

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from _____________ to _____________.

 

Commission file number 333-189007

 

Soellingen Advisory Group, Inc.

(Exact Name of Registrant as specified in its charter)

 

Florida		90-0954373
(State or jurisdiction of Incorporation or organization		(I.R.S Employer Identification No.)

 

777 South Flagler Drive, Suite 800, West Palm Beach FL 33401						33401
(Address of principal executive offices)						(Zip Code)

 

Registrant’s telephone number, including area code:(844) 367-7244

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes   ¨ No

 

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

 

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

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller company)

  

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

 

The number of shares of the issuer’s common stock, par value $.0001 per share, outstanding as of September 30, 2014 was 20,726,846.

 

 

 

TABLE OF CONTENTS

 

			Page
Part I. Financial Information
Item 1.	Condensed Consolidated Financial Statements.			3
	Condensed Consolidated Balance Sheets for the periods ending September 30, 2014 (unaudited) and December 31, 2013 (audited).			3
	Condensed Consolidated Statements of Operations for the three months ended September 30, 2014, September 30, 2013 (unaudited).			4
	Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2014 and September 30, 2014 (unaudited).			5
	Notes to Condensed Financial Statements (unaudited).			6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.			16
Item 3.	Quantitative and Qualitative Disclosures About Market Risks			19
Item 4.	Controls and Procedures.			19
Part II. Other Information.
Item 1.	Legal Proceedings.			20
Item 1A.	Risk Factors			20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.			20
Item 3.	Defaults Upon Senior Securities.			20
Item 4.	Mine Safety Disclosure.			20
Item 5.	Other Information.			20
Item 6.	Exhibits.			21
Signatures				22

 

2

 

Part I. Financial Information

Item 1. Condensed Consolidated Financial Statements.

 

Soellingen Advisory Group, Inc.

Condensed Consolidated Balance Sheets

 

			September 30, 2014				December 31, 2013
			(unaudited)				(audited)
ASSETS
Current Assets
	Cash and cash equivalents		$	8,230			$	5,948
	Accounts receivable, net of allowance for doubtful accounts of $0			212,630				77,350
	Marketable securities, available for sale			662,200				156,700
	Prepaid and other current assets			4,193				51,696
Total Current Assets				887,253				291,694
Property and equipment, net of accumulated
	depreciation of $1,786 and $0, respectively			11,605				-
Intangible assets, net of accumulated
	amortization of $3,056 and $0, respectively			10,040				10,471
Other assets				1,000				10,441
	TOTAL ASSETS		$	909,898			$	312,606
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
	Accounts payable		$	12,234			$	3,274
	Accrued expenses			266,006				49,459
	Deferred revenue and customer deposits
	Due to related parties			20,625				27,085
	Promissory note payable			59,750				99,750
Total Current Liabilities				358,615				179,568
				-				-
	TOTAL LIABILITIES			358,615				179,568
Stockholders' Equity
	Preferred stock: 100,000,000 authorized; $0.0001 par value;
	0 shares issued and outstanding			-				-
	Common stock: 500,000,000 authorized; $0.0001 par value;
	20,726,846 and 20,509,066 shares issued and outstanding, respectively			2,072				2,051
	Additional paid in capital			257,413				94,049
	Accumulated other comprehensive loss			29,167				(4,609	)
	Retained earnings during development stage			262,631				41,547
Total Stockholders' Equity				551,283				133,038
	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	909,898			$	312,606

 

See auditor's report and notes to the unaudited condensed consolidated financial statements

 

3

 

Soellingen Advisory Group, Inc.

Consolidated Statements of Operations (unaudited)

 

			For the Three Months Ended								For the Nine Months Ended
			September 30,								September 30,
			2014				2013				2014				2013
Revenues			$	220,845			$	82,500			$	701,529			$	142,000
Operating Expenses
	Selling and marketing			7,411				7,780				15,139				9,847
	Professional			28,595				51,950				50,975				117.900
	General and administration			83,448				-				273,210				-
	Depreciation and amortization			1,762				-				4,842				-
	Total operating expenses			121,216				59,730				344,166				127,747
Net Income from operations				99,629				22,770				358,179				14,253
Other income (expense)
	Interest expense			933				(4.084	)			(4,095	)			(9,101	)
	Total other income (expense)			933				(4,084	)			(4.095	)			(9,101	)
Net Income before taxes				100,562				18,686				354,084				5,152
	Provision for income taxes			37,400				-				133,000				-
Net Income (Loss)			$	63,162			$	18,686			$	221,084			$	5,152
Other comprehensive income (loss)				2,068				-				33,776				-
Comprehensive Income			$	65,230			$	18,686			$	254,860			$	5,152
Basic and dilutive earnings (loss) per share			$	0 .00			$	(0.00	)			0.01			$	(0.00	)
Weighted average number of shares outstanding				20,751,872				20,434,000				20,638,860				20,434,000

 

See notes to unaudited financial statements

 

4

 

Soellingen Advisory Group, Inc.

Condensed Consolidated Statements of Cash Flows (unaudited)

 

			For the Nine Months Ended September 30,
			2014				2013
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income		$	221,084			$	5,152
	Other Comprehensive income (loss):
	Foreign currency translation gain (loss)			(4,974	)			-
	Unrealized gain (loss) on marketable securities			38,750				-
	Comprehensive net income			254,860				5,152
	Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
	Depreciation and amortization			4,842				-
	Stock-based compensation							1,950
	Amortization of deferred contract arrangement			49,950				-
	Amortization of rent contract			3,599				-
	Changes in operating assets and liabilities:
	(Increase) decrease in operating assets:
	Accounts receivable			(135,280	)			(56,350	)
	Marketable securities			(545,500	)			-
	Prepaid expenses and other assets			6,994				(104,525	)
	Increase (decrease) in operating liabilities:
	Accounts payable			3,250				242
	Accrued expenses			212,948				9,101
	Deferred revenue and customer deposits
	Notes payable							159,800
	Related party advances			12,560				-
	Total adjustments			(386,637	)			10,218
	Net Cash Provided By (Used in) Operating Activities			(131,777	)			15,370
CASH FLOWS FROM INVESTING ACTIVITIES:
	Acquisition of property and equipment			(13,391	)			-
	Acquisition of intangible property			(2,625	)			-
	Net Cash (Used in) Investing Activities			(16,016	)			-
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from notes payable-related party							1,000
	Proceeds from issuance of stock			150,075				37,850
	Net Cash Provided By (Used in) Financing Activities			150,075				38,850
Net increase (decrease) in cash and cash equivalents				2,282				16,720
Cash and cash equivalents, beginning of period				5,948				-
Cash and cash equivalents, end of period			$	8,230			$	16,720
Supplemental cash flow information
	Cash paid for interest		$	-			$	-
	Cash paid for taxes		$	-			$	-

 

See notes to unaudited financial statements

 

5

 

SOELLINGEN ADVISORY GROUP, INC.

Notes to Financial Statements

(unaudited)

 

NOTE 1. NATURE OF BUSINESS

 

Soellingen Advisory Group, Inc. (“The Company” or “SAGI”) was incorporated in the State of Florida as a for-profit Company on March 28, 2013. The Company was formed to provide consulting services to the environmental technologies industry. The environmental technologies industry is subject to constant change due to market trends, thereby making it extremely competitive. The environmental technologies industry is complex, because several segments are regulated by both federal and state governments. SAGI’s approach assists general business operations with the growth and development, international expansion and marketing aspects of their business, allowing our potential customers to focus on the business aspects of operations. By using the services provided by SAGI, our clients are free to focus on compliance with regulations within their industry, and to complete their primary business goals.

 

The Company is headquartered in West Palm Beach, Florida.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

GOING CONCERN 

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating and required capital expenditures until it becomes profitable to on an ongoing basis. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

In order to continue as a going concern, the Company will need, among other things, additional qualified personnel and capital resources. Management’s plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses and capital requirements. However, management cannot provide any assurance that the Company will be successful in accomplishing its plans.

 

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain continued profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern

 

PRINCIPLES OF CONSOLIDATION 

The accompanying consolidated financial statements include the accounts of Soellingen Advisory Group, Inc., and its wholly owned Canadian subsidiary, Soellingen (Canada) Inc. All intercompany accounts and transactions have been eliminated in consolidation.

 

BASIS OF PRESENTATION AND USE OF ESTIMATES 

The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which require 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 reported amounts of revenues and expenses during the reporting period. Significant estimate include collectability of accounts receivable and allowances thereon, valuation of marketable securities, intangible asset lives and valuations of stock based compensation. Actual results could differ from those estimates.

 

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

 

6

 

SOELLINGEN ADVISORY GROUP, INC.

Notes to Financial Statements

(unaudited)

 

CASH FLOWS REPORTING 

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.

 

RECLASSIFICATIONS 

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses.

 

RELATED PARTIES 

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Related party transactions are summarized in Note 7.

 

FINANCIAL INSTRUMENTS 

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

 

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities
Level 2	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3	Inputs that are both significant to the fair value measurement and unobservable.

 

7

 

SOELLINGEN ADVISORY GROUP, INC.

Notes to Financial Statements

(unaudited)

 

		As of September 30, 2014 Fair Value Measuring Using
		Carrying Value				Level 1				Level 2				Level 3				Total
Investments in Marketable Securities, available for sale		$	662,200				-				-			$	662,200			$	662,200
Total		$	662,200				-				-			$	662,200			$	662,200

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

 

CASH AND CASH EQUIVALENTS 

The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. Cash and cash equivalents totaled $8,120 at September 30, 2014 and $5,948 at December 31, 2013.

 

ACCOUNTS RECEIVABLE 

The Company provides an allowance for uncollectible accounts based upon a periodic review and analysis of outstanding accounts receivable balances. Uncollectible receivables are charged to the allowance when deemed uncollectible. Recoveries of accounts previously written off are used to credit the allowance account in the periods in which the recoveries are made. Management periodically assess the need to reserve for uncollectible accounts. As of September 30, 2014 and December 31, 2013, no allowance was deemed necessary.

 

CONCENTRATION OF CREDIT RISK 

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade receivables and cash and cash equivalents. 

 

Concentration of credit risk with respect to trade receivables is generally diversified due to the number of entities comprising the Company's customer base and their dispersion across geographic areas principally within the United States. The Company routinely addresses the financial strength of its customers and, as a consequence, believes that its receivable credit risk exposure is limited.

 

The Company places its temporary cash investments with high credit quality financial institutions. At times, the Company may maintain bank account balances, which exceed FDIC limits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on cash. Management does not believe significant credit risk exists at September 30, 2014.

 

INTANGIBLE ASSETS 

The Company has applied the provisions of ASC topic 350 – Intangible – goodwill and other, in accounting for its intangible assets. Intangible assets are being amortized by straight-line method on the basis of a useful life of 3 years, to begin upon the operational commencement. Intangible assets consist of website development cost. In accordance with ASC 350-40-25, costs were expensed in planning and capitalized during development. Our website was launched at year end and no amortization was recognized in the period March 28, 2013 (date of inception) through December 31, 2013.

 

IMPAIRMENT OF LONG- LIVED ASSETS 

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under FASB ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of FASB ASC 930-360-35, Asset Impairment, and 360-0 through 15-5, Impairment or Disposal of Long- Lived Assets.

 

8

 

SOELLINGEN ADVISORY GROUP, INC.

Notes to Financial Statements

(unaudited)

 

REVENUE RECOGNITION 

The Company follows ASC 605, Revenue Recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

 

The Company derives revenue from consulting arrangements with clients. Revenue is generated by hourly fee structure or fixed contract costs, based on expected time to complete, additionally, costs incurred may be billed, as defined by the contractual arrangements.

 

ADVERTISING 

Advertising costs are expensed as incurred. There were no Advertising costs incurred for the period ending September 30, 2014 and 2013.

 

SHARE-BASED EXPENSE 

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

 

Share-based expense for the period ending September 30, 2014 and 2013 were $-0- and $1,950, respectively.

 

DEFERRED INCOME TAXES AND VALUATION ALLOWANCE 

The Company accounts for income taxes under ASC 740, Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of September 30, 2014.

 

FOREIGN CURRENCY TRANSLATIONS 

The Company’s functional and reporting currency is the U.S. dollar. We own a subsidiary in Canada; transactions are made at the subsidiary level in both US and Canadian currency. All transactions initiated in Canadian dollars are translated into U.S. dollars in accordance with ASC 830-30, “Translation of Financial Statements,” as follows:

 

	(i)	Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.
	(ii)	Fixed assets and equity transactions at historical exchange rates.
	(iii)	Revenue and expense items at the average rate of exchange prevailing during the period.

 

9

 

SOELLINGEN ADVISORY GROUP, INC.

Notes to Financial Statements

(unaudited)

 

Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income.

 

Unrealized exchange expense, in the amount of $4,974 was recognized during the period ending September 30, 2014.

 

NET INCOME (LOSS) PER COMMON SHARE

Net income (loss) per share is calculated in accordance with ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.

 

Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at September 30, 2014 and December 31, 2013. As of September 30, 2014, the Company had no dilutive potential common shares.

 

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.

 

In September 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. Management has reviewed the ASU and believes that they currently account for these awards in a manner consistent with the new guidance, therefore there is no anticipation of any effect to the consolidated financial statements.

 

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

 

NOTE 3. INVESTMENTS IN MARKETABLE SECURITIES

 

The Company was issued equity securities for services rendered. All investments are available for sale, or in the instances of restricted stock issues, are considered to be eligible for registration within a six month period; therefore, these investments are classified as held for trade as current assets on the Company’s balance sheet. The Company has received shares in companies either through contract or the acceptance of shares in exchange for contracted services. The Company’s investment portfolio consists of publicly traded companies or early stage companies, in the process of registration.

 

10

 

SOELLINGEN ADVISORY GROUP, INC.

Notes to Financial Statements

(unaudited)

 

The amortized cost and fair value of these investments were as follows:

 

		September 30, 2014
		Cost or Amortized Cost				Net Unrealized Gain (Loss)				Fair Value
Equity instruments		$	623,450			$	38,750			$	662,200

 

The changes in fair value of the investments were recorded as follows:

 

		September 30, 2014
Equity Securities
Fair value at beginning of period		$	431,500
Equities received, at fair value			191,950
Equities sold			-
Change in net unrealized gain (loss)			38,750
Fair value at end of period		$	662,200

 

The equity investments have been valued using level 3 inputs.

 

NOTE 4. PREPAID EXPENSE AND OTHER CURRENT ASSETS

 

The Company entered into a consulting agreement with New Opportunity Business Solutions (“NOBS”), a non-related party, on April 1, 2013. NOBS is to provide consulting services related to the preparation of the S1 registration statement being filed with the Security and Exchange Commission. The contract term is for a 12 month period with total compensation in the amount of $199,800, due and payable at the engagement date (April 1, 2013). The Company is ratably charging expense of the contract over the 12 month term in the amount of $16,650 per month. As of September 30, 2014 the Company has expensed twelve months or $199,800 and the prepaid balance was $-0-.

 

The Company provides referrals to NOBS in exchange for referral fees (commission). The Company provided a two referrals, for an agreed upon rate, for $40,000. The Company received a note receivable from NOBS for the referral. Collections are assured, as the amount receivable is less than the remaining outstanding balance of the promissory note for services, referred to above and further described in Note 6 to these financial statements.

 

NOTE 5. LONG-LIVED ASSETS

 

Property and equipment 

As of September 30, 2014, property and equipment consists of:

 

Computers		$	2,082
Furniture and fixtures			11,309
			13,391
Less: accumulated depreciation			1,786
		$	11,605

 

Depreciation expense was $1,786 and $0 for the nine month period ending September 30, 2014 and 2013, respectively.

 

11

 

SOELLINGEN ADVISORY GROUP, INC.

Notes to Financial Statements

(unaudited)

 

Intangible Assets 

Intangible property consists of website development costs for the purpose of our on-line presence and marketing. As of September 30, 2014:

 

Website development costs		$	13,096
Less: accumulated amortization			3,056
		$	10,040

 

Commencing in January 2014, the first period of operation, we will amortize costs over a three (3) year period, the useful life. Amortization expense was $3,056 and $0 for the nine month periods ending September 30, 2014 and 2013, respectively. Future amortization will be $4,365 annually for the years 2014 through 2016.

 

NOTE 6. PROMISSORY NOTE PAYABLE

 

Notes payable consisted of the following as of December 31, 2013:

 

New Opportunity Business Solutions, Inc. (“NOBS”), a non-related party for consulting services to the Company. SAGI is a client of NOBS and presently SAGI has made arrangements with NOBS to make reductions to the note in return for successful referrals of clients that retain NOBS. In September 2013 SAGI and NOBS formalized amounts payable to NOBS into a Promissory Note Payable, upon demand, at a stated 10% interest rate, for the original contracted amount of $199,800. The note is as support for the consulting fee which was owed by SAGI but not paid as required. Accrued interest at September 30, 2014 was $17,810.		$	59,750
Total notes payable		$	59,750
Less current portion			(59,750	)
Long-term portion		$	-

 

NOTE 7. RELATED PARTY TRANSACTIONS

 

The Company's shareholders have pledged support to fund continuing operations; however there is no written commitment to this effect. The Company may be dependent upon the continued support of these parties.

 

Some of the officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

 

On February 24, 2014, upon the hiring of our Chief Financial Officer, an employment contract was issued for an annual salary of $60,000 and included bonus and options, upon Board approval, based on the Company meeting corporate goals and milestones. Upon signing, 100,000 shares of common stock were issued. The Company does not have employment contracts with any other employees, including some key officers of the Company.

 

The Company does not own or lease property or lease office space for its executive office in Florida. The office space used by the Company was arranged by the founders of the Company to use at no charge.

 

The amounts and terms of the above and the transactions described below, may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

 

SHAREHOLDER ADVANCES 

The Company’s officers and directors have supported the cash requirements to meet current obligations, either through loans or payments on behalf of the Company. During the period September 30, 2014 the Company’s president, David Haig, and an officer, Ray Skaff, loaned or advanced the Company a total of $23,125. These advances are not evidenced by formalized notes, have no repayment terms, with no stated interest rate, and are considered due on demand. Balance payable on related party debt was $20,625 as of September 30, 2014.

 

EQUITY TRANSACTIONS 

On April 5, 2013 the Company issued 19,250,000 shares to David Haig, CEO, CFO, Founder and Director and 250,000 shares to Raymond Skaff, Director, Founder and Vice President of Corporate Communications, for services in the amount of $1,950.

 

On March 31, 2014 the Company issued 17,746 common shares to its officer and director in exchange for $13,310 of advances. The shares issued were valued at $0.75 per share, the last traded price with unrelated third parties (fair market value); no gain or loss was recognized from this exchange.

 

12

 

SOELLINGEN ADVISORY GROUP, INC.

Notes to Financial Statements

(unaudited)

 

NOTE 8. INCOME TAXES

 

The Company accounts for income taxes under the liability method. Deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purpose, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.

 

The Company has recorded a provision for income taxes in the amount of $133,000. Deferred tax assets and liabilities are minimal and considered immaterial. Provision for income taxes is as follows:

 

		September 30, 2014
Federal income tax expense at statutory rate		$	120,000
State income tax expense, net of federal benefit			13,000
Income tax expense per books		$	133,000

 

The Company has not taken any uncertain tax positions, however, has open tax years subject to audit by the Internal Revenue Services, for the year 2013, the year of inception.

 

NOTE 9. SHAREHOLDERS’ EQUITY

 

On March 28, 2013 the Company, through approval of its Board of Directors, authorized common shares of 500,000,000 with a par value of $0.0001. On April 16, 2013, the Board of Directors approved the amendment of the articles of incorporation to authorize, in addition to the common shares, 100,000,000 shares of $0.0001 par value preferred shares.

 

PREFERRED STOCK 

The Board of Directors is expressly vested with the authority to divide any or all of the 100,000,000 authorized preferred shares, $0.0001 par value, into series and to fix and determine the relative rights and preferences of the shares of each series. The Board of Directors have not made any designation to any series of preferred shares. As of December 31, 2013 there have been no preferred shares issued.

 

COMMON STOCK 

On April 5, 2013 the Company issued 19,250,000 shares, par value $.0001, to David Haig, CEO and Director and 250,000 shares, par value $.0001, to Raymond Skaff, Director, in exchange for services totaling $1,950.

 

On April 10, 2013 the Company sold 914,000 shares to 40 shareholders via subscription at a value of $0.025 per share for cash totaling $22,850.

 

On September 28, 2013 the Company sold 20,000 shares to one (1) shareholder via subscription at a value of $0.75 per share for cash totaling $15,000.

 

In November 2013, the Company issued 8,000 common shares in satisfaction of $5,971 of accounts payable. The share price, at the time of the exchange, was $0.75 per share, as determined by recent sales to non-related third parties. The Company recognized a loss of $29 in the extinguishment of the liability.

 

On November 20, 2013 the Company issued 6,000 shares of common stock for cash to a related party at a subscription price of $0.75 per share, for proceeds of $2,250 and settlement of $2,250 of amounts payable.

 

On November 28, 2013 the Company issued 1,000 shares of common stock for cash to a consultant at a subscription price of $0.75 per share, for amounts payable of $750.

 

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The Company issued 53,400 common shares in partially settlement of $40,050 of the promissory note payable. Shares were valued at the fair market price, as determined by the last sale to an unrelated party, of $0.75 per share, on December 31, 2013.

 

On December 31, 2013, the Company sold 6,666 shares of common stock for cash to an unrelated party at a subscription price of $0.75 per share, for proceeds of $5,000.

 

On February 13, 2014 the Company issued 10,000 shares of common stock for cash to an unrelated party at a subscription price of $0.75 per share, for proceeds of $7,500.

 

On March 31, 2014 the Company issued 6,667 shares of common stock for cash to an unrelated party at a subscription price of $0.75 per share, for proceeds of $5,000.

 

On March 31, 2014 the Company issued 10,000 shares of common stock for cash to an unrelated party at a subscription price of $0.75 per share, for proceeds of $7,500.

 

On March 31, 2013 the Company issued 17,746 common shares to its officer and director in exchange for $13,310 of advances. The shares issued were valued at $0.75 per share, the last traded price with unrelated third parties (fair market value); no gain or loss was recognized from this exchange.

 

On April 10, 2014 the Company issued 6,666 shares of common stock for cash to an unrelated party at a subscription price of $0.75 per share, for proceeds of $5,000.

 

On April 21, 2014 the Company issued 10,000 shares of common stock for cash to an unrelated party at a subscription price of $0.75 per share, for proceeds of $7,500.

 

On April 25, 2014 the Company issued 6,667 shares of common stock for cash to an unrelated party at a subscription price of $0.75 per share, for proceeds of $5,000.

 

On May 9, 2014 the Company issued 20,000 shares of common stock for cash to an unrelated party at a subscription price of $0.75 per share, for proceeds of $15,000.

 

On May 10, 2014 the Company issued 20,000 shares of common stock for cash to an unrelated party at a subscription price of $0.75 per share, for proceeds of $15,000.

 

On July 8, 2014 the Company issued 13,334 shares of common stock for cash to an unrelated party at a subscription price of $0.75 per share, for proceeds of $10,050.

 

On July 9, 2014 the Company issued 10,000 shares of common stock for cash to an unrelated party at a subscription price of $0.75 per share, for proceeds of $7,500.

 

On July 10, 2014 the Company issued 66,700 shares of common stock for cash to an unrelated party at a subscription price of $0.75 per share, for proceeds of $50,025.

 

On September 29, 2014 the Company issued 20,000 shares of common stock for cash to an unrelated party at a subscription price of $0.75 per share, for proceeds of $15,000.

 

WARRANTS AND OPTIONS 

There are no warrants or options outstanding to acquire any additional shares of common stock of the Company.

 

14

 

NOTE 10. COMMITMENTS AND CONTINGENCIES

 

On October 10, 2013, the Company entered into an office lease in Ottawa, Ontario commencing December 1, 2013 and term expiring November 30, 2018. The lease terms allow for free rent periods, escalation in the annual fees and common area charges.

 

Future lease obligations, as of September 30:

 

2014		$	8,364
2015			33,455
2016			33,455
2017			33,455
2018			30,667
Thereafter			-
		$	139,396

 

The Company has recorded rent expense, in association with the above lease, in the amount of $31,287, including allocation of costs associated with the rent concessions in the amount of $3,599.

 

From time to time the Company may be a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.

 

NOTE 11. SUBSEQUENT EVENTS

 

Management has evaluated subsequent events through the date the financial statements were available to be issued, considered to be the date of filing with the Securities and Exchange Commission. Based on our evaluation no events have occurred requiring adjustment to or disclosure in the financial statements.

 

15

 

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

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors. The management’s discussion, analysis of financial condition, and results of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this report.

 

Our Business Overview

 

Plan of Operation 

Our plan of operation for the next twelve months will be to expand our client base. We market our consulting services to small and medium size businesses. As we continue to grow we will need to raise additional funds. We do anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. SAGI currently over 15 clients (who desire that their identities remain confidential) under contract providing the Company minimum monthly fees in excess of $30,000. SAGI provides corporate development consulting and international business development assistance for these companies looking to expand into international markets. The Company’s experience and expertise includes: Finance, Marketing, Business Development, Project Management, Operations Management, Strategic & Business Planning and Media/Marketing. We do not have need for the purchase of any property or equipment at this time. SAGI will not have any significant changes in the current number of employees.

 

Our CEO has agreed to continue to fund our operations as needed over the next 12 months until cash flows are sufficient to sustain operations. Pursuant to the agreement it is binding on our CEO and he has agreed to only the return of his capital with no interest or other consideration. Thus far there has not been any need for funds provided by our CEO. In addition, our Plan of Operation for the next twelve months is to raise capital to continue to expand our operations. Although we are not presently engaged in any capital raising activities, we anticipate that we may engage in one or more private offering of our Company’s securities after the completion of this offering. We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct another private offering under Section 4(2) of the Securities Act of 1933. See “Note 2 – Going Concern” in our financial statements for additional information as to the possibility that we may not be able to continue as a “going concern.”

 

12 Month Growth Strategy and Milestones

 

While a strategic and wisely executed marketing campaign is key to expanding our customer base; providing new, cutting-edge, innovative strategies developed and implemented for our clients, will provide a solid platform upon which our operations will continue to grow and deliver long-term success.

 

Note: The following milestones are based on the Company's business development strategy following this registration statement becoming effective.

 

0-3 Months	Continue the execution of our consulting assignments for existing clients. Complete design, development and implementation of Company's brand identity and website. Produce marketing materials and explore online marketing options. Research and determine future priority market opportunities
4-6 Months	Establish marketing and communications strategy. Build business development and support team. Create expanded growth and corporate development strategy for business expansion in certain U.S regions that have been identified as high-growth market opportunities for the Company. Implement a communication schedule for internal and external stakeholders in accordance with SEC guidelines and best practices.
10-12 Months	Establish initial points of presence in those international markets where the Company is already conducting client assignments and operations. Establish and maintain e-commerce database, earned media opportunities, traditional advertising contacts and social media methods. Expand our client service offerings to include those services sought by existing and prospective client demands. Any need for outside services in which we cannot provide will all be initially outsourced in order to cut costs by not having facilities in excess of our needs. The Company will not attempt to establish relationships with providers of outsourcing services until the Company will be able to utilize such services.

 

16

 

We therefore expect to incur the following costs in the next 12 months in connection with our business operations and fully expect to fund these amounts from operations. There is however no guarantee that we will be able to fund out of operations. In that case our CEO has agreed to fund the projects.

 

Critical Accounting Policies

 

We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared and actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies which are assumptions made by management about matters that are highly uncertain and that are of critical importance in the presentation of our financial position, results of operations and cash flows. On a regular basis, we review our accounting policies and how they are applied and disclosed in our financial statements.

 

Principles of Consolidation - The accompanying consolidated financial statements include the accounts of Soellingen Advisory Group, Inc., and its wholly owned subsidiaries, Soellingen Canada, Inc., a Canadian subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.

 

Use Of Estimates - 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 and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Financial Instruments - The Company’s balance sheet includes certain financial instruments, including cash, marketable securities, accounts payable and notes payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

 

Results of Operations for the nine months ended September 30, 2014 and September 30, 2013

 

Revenues

 

Revenues were $702,345 and $142,000 for the nine months ended September 30, 2014 and September 30, 2013, respectively. Total revenues were the result of the Company’s service agreements. Under the terms of the service agreements the Company provides consulting services for strategic business and financial planning. The Company invoices their respective clients monthly ranging from $3,000 to $6,500. Each service agreement is for a twelve month period.

 

Operating Expenses

 

Total operating expenses for the nine months ended September 30, 2014 and September 30, 2013 was $344,166 and $127,747, respectively. Total expenses consisted of professional fees of $50,975. Consulting and management fees totaled $81,952. Selling and marketing expenses totaled $15,139. Significant expenses were incurred due to a consulting contract and legal fees associated with the S1 and incorporation fees for 2013.

 

Other Income and Expenses

 

For the nine months ended September 30, 2014 and September 30, 2013, other expenses were primarily interest expense, in the amount of $4,095and $9,101, respectively. Income taxes were calculated on our net income from operations, totaling $133,000. During the period we recorded temporary effects, not realized, from foreign exchange (loss of $4,974) and a valuation adjustment on our marketable securities (gain of $38,750), included in other comprehensive income (loss).

 

17

 

Financial Condition

 

Total assets were $909,898 at September 30, 2014. The increase in total assets was primarily due to accounts receivables and marketable equity securities available for sale, which amounted to approximately $662,200 or 72.8% of total assets. Total liabilities were $318,915 as of September 30, 2014. Total liabilities include a promissory note, payable upon demand, related to a consulting contract associated with the preparation of the S1 registration statement. The balance on the promissory note was $59,750 or 18.7% of all liabilities. Working capital, defined by current assets less current liabilities, was $568,338 as of September 30, 2014, as compared to $112,126 as of December 31, 2013.

 

Liquidity and Capital Resources

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.

 

The Company had income for the nine month period ending September 30, 2014, of $221,084. The Company may require additional funding for continuing the development and marketing of services. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. We are presently able to meet our obligations as they come due.

 

Net cash used in operating activities for the nine months ending September 30, 2014 and 2013 was $131,727 and $19,658, respectively. Net cash used in investment activities for the nine months ending September 30, 2014 and 2013 was $16,016 and $-0-, respectively. Net cash provided by financing activities for the nine months ending September 30, 2014 and 2013 $150,025 and $180,768, respectively. Financing activities is from the proceeds of stock sales.

 

We anticipate that our future liquidity requirements will arise from the need to fund our growth from operations, pay current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from the private sources and/or debt financing. However, we can provide no assurances that we will be able to generate sufficient cash flow from operations and/or obtain additional financing on terms satisfactory to us, if at all, to remain a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability. Our Plan of Operation for the next twelve months is to raise capital to continue to expand our operations. Although we are not presently engaged in any capital raising activities, we anticipate that we may engage in one or more private offering of our Company’s securities after the completion of this offering. We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct another private offering under Section 4(2) of the Securities Act of 1933. See “Note 2 – Going Concern” in our financial statements for additional information as to the possibility that we may not be able to continue as a “going concern.”

 

We are not aware of any trends or known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in material increases or decreases in liquidity.

 

Capital Resources.

 

We had no material commitments for capital expenditures as of September 30, 2014.

 

Off-Balance Sheet Arrangements 

 

We have made 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 investors.

 

18

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

We are a Smaller Reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

Item 4. Controls and Procedures.

 

(a)	Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures.

 

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

 

With respect to the period ending September 30, 2014, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934.

 

Based upon our evaluation regarding the period ending September 30, 2014, the Company’s management, including its Principal Executive Officer and Principal Financial Officer, has concluded that its disclosure controls and procedures were not effective due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. Material weaknesses noted are lack of an audit committee, lack of a majority of outside directors on the board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and management is dominated by two individuals, without adequate compensating controls. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.

 

The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. However, the Company’s management, including its Principal Executive Officer and Principal Financial Officer, does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

 

(b)	Changes in Internal Controls.

 

There have been no changes in the Company’s internal control over financial reporting during the period ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

 

For a full discussion of controls and procedures refer to Item 9A, Controls and Procedures, in our 2013 Annual Report on Form 10K.

 

19

 

Part II. Other Information

 

Item 1. Legal Proceedings.

 

None.

 

Item 1A. Risk Factors.

 

We are a Smaller Reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

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

 

During the period ending September 30, 2014, the Company did not issue any unregistered shares of its common stock.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

20

 

Item 6. Exhibits.

 

Exhibit Number and Description					LLocation Reference
(a)	Financial Statements				Filed herewith
(b)	Exhibits required by Item 601, Regulation S-K;
	(3.0)	Articles of Incorporation
		(3.1)	Amended Articles of Incorporation filed with S-1 Registration Statement on May 31, 2013.		See Exhibit Key
		(3.2)	Bylaws filed with S-1 Registration Statement on May 31, 2013.		See Exhibit Key
	(10.0)	Material Contracts
		(10.1)	Consulting Agreement dated April 1, 2013 Filed with S-1 Registration Statement on   May 31, 2013.		See Exhibit Key
	(11.0)	Statement re: computation of per share Earnings.			Note 2 to Financial statements
	(14.0)	Code of Ethics			See Exhibit Key
	(31.1)	Certificate of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002			Filed herewith
	(31.2)	Certificate of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002			Filed herewith
	(32.1)	Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002			Filed herewith
	(32.2)	Certification of Chief Financial Office pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002			Filed herewith
(101.INS)		XBRL Instance Document			Filed herewith
(101.SCH)		XBRL Taxonomy Ext. Schema Document			Filed herewith
(101.CAL)		XBRL Taxonomy Ext. Calculation Linkbase Document			Filed herewith
(101.DEF)		XBRL Taxonomy Ext. Definition Linkbase Document			Filed herewith
(101.LAB)		XBRL Taxonomy Ext. Label Linkbase Document			Filed herewith
(101.PRE)		XBRL Taxonomy Ext. Presentation Linkbase Document			Filed herewith

 

Exhibit Key
3.1	Incorporated by reference herein to the Company’s S-1 Registration Statement filed with the Securities and Exchange Commission on May 31, 2013.
3.2	Incorporated by reference herein to the Company’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on May 31, 2013.
10.1	Incorporated by reference herein to the Company’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on May 31, 2013.
14.0	Incorporated by reference herein to the Company’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on May 31, 2013.

 

21

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

 

SOELLINGEN ADVISORY GROUP, INC.

 

Name		Title		Date
/s/ David Haig		Principal Executive Officer,		November 14, 2014
		Director
/s/ William D. Webb, Jr.		Principal Accounting Officer,		November 14, 2014
		Chief Financial Officer,

 

 

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