[X]
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
|
[ ]
|
TRANSITION
REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Nevada | 20-8195578 |
(State of
jurisdiction of
incorporation or
oganization)
|
(I.R.S.
Employer
Identification
Number)
|
7700 S. River
Parkway
Tempe, AZ
|
85284 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
|
(214) 701-8779 |
•
|
our
reliance on our exclusive licensing agreement with William Marsh Rice
University;
|
|
•
|
we
are a development stage company with no history of profitable
operations;
|
|
•
|
we
will likely need substantial additional capital to finance our
business;
|
|
•
|
our
solar products may not gain market acceptance;
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|
•
|
we
need to build a manufacturing plant which could have cost overruns and
implement plans to hire sales and marketing personal, establish
distribution relationships and channels and strategic alliances for market
penetration and revenue growth;
|
|
•
|
competition
within our industry;
|
|
•
|
reduction
or elimination of government subsidiaries and economic incentives for
solar technology could cause our anticipated revenues to decline;
and
|
|
•
|
the
availability of additional capital on terms acceptable to
us.
|
|
a)
|
S
cale up Quantum Dot
Production by
applying
proprietary technology licensed from Rice University for our quantum dot
synthesis process. This licensed technology enables Solterra to produce
the highly desirable CdSe tetrapod quantum dots at a cost savings of
greater than 50% compared to competing suppliers, and will organically
supply Solterra’s requirements for quantum dots for its solar cells.
Additionally, Solterra will market these Q-Dots through various existing
supply channels into various markets, including but not limited to medical
diagnostics and printed electronics. The initial pilot scale up will take
place at or near Rice University in Houston, Texas. The staff there will
include one post doctorate, Professor Michael Wong the inventor of the
technology and our Vice President in charge of quantum dot
commercialization David Doderer. Following initial proof of scale
production, the commercial production of quantum dots will likely be
consolidated in a purpose built facility in Phoenix, Arizona, adjoining
the proposed solar cell production
line.
|
b)
|
Fabricate
solar cells and optimize the performance of solar cells based on a blend
of a suitable conjugated polymer and CdSe quantum dots
(QDs). The aim is to invest our best efforts to demonstrate and
scale up production of low cost quantum dot solar cells having peak
efficiency of greater than 6%. The efficiency of solar cells is the
electrical power it puts out as percentage of the power in incident
sunlight. Within the photovoltaic market, cell pricing and peak efficiency
are key benchmarks for consumers in the decision for system selection and
installation. The design and manufacture of Solterra's quantum dot based
solar cells is projected to allow for the conversion of sunlight into
usable electricity at a combination of efficiencies and cell cost at a
very low "cents per kilowatt-hour" rate. This work is expected to be
accomplished on site at the Arizona State University labs where we also
maintain our corporate offices. The staff there includes three post
doctorates three undergraduates, our Chief Science Officer, Professor
Ghassan Jabbour and our CEO, Stephen
Squires.
|
·
|
Become
the first bulk manufacture of high quality tetrapod quantum dots and the
first solar cell manufacturer to be able to offer a solar electricity
solution that competes on a non-subsidized basis with the price of retail
electricity in key markets in North America, Europe the Middle East and
Asia.
|
·
|
Build
a robust intellectual property portfolio in third generation
photovoltaics. Success criteria include completion of preparation and
filing of various patent applications in the area of Quantum Dot
Solar Cell technology, by January 2010, defining and initiating the
strategy to secure a reliable source of key materials by February 2010,
and filing or acquiring additional process related patent applications in
solar or printed electronics in general by July 2010, which intellectual
property would be owned or controlled by
Solterra.
|
·
|
Initiate
scaled manufacturing of tetrapod quantum dots, based in part on technology
licensed from William H. Marsh Rice University, and building on continued
research. Planning includes the implementation of one or more
Solterra owned mini-batch lines for quantum dot conjugation and quality
control studies, as well as a pilot line based on outcomes of
collaboration with Access2Flow, an advanced flow chemistry consortium
based in the Netherlands. The design of the pilot line is
intended such that the initial target output of the line, at approximately
one kilogram per day, can be further scaled at least by an order of
magnitude to 1,000 grams per day in 2010. The output of the
tetrapod quantum dots manufacturing will be used for Solterra’s quantum
dot solar cells as well as stand-alone sales into the biomedical research
fields and to third party developers of quantum dot products such as
displays, memory and computer and consumer
electronics.
|
·
|
Continue
to develop and characterize the Quantum Dot Solar Cell product;
moving towards pilot proof line for solar cells and leading to high
throughput print line ultimately capable of yearly solar cell output near
gigawatt range. Target cell efficiencies are 6% within one year, 10%
within 2 years and greater than 20% within five years. Coupled
within cell cost per watt decreasing below $1.00/Watt, we intend to pursue
initial product sales in late 2010 with significant increases in
2011.
|
1.
|
The
first generation photovoltaic, consists of a large-area, single layer p-n
junction diode, which is capable of generating usable electrical energy
from light sources with the wavelengths of solar light. These cells are
typically made using silicon wafer. First generation photovoltaic cells
(also known as silicon wafer-based solar cells) are the dominant
technology in the commercial production of solar cells, accounting for
more than 86% of the solar cell
market.
|
2.
|
The
second generation of photovoltaic materials is based on the use of
thin-film deposits of semiconductors. These devices were initially
designed to be high-efficiency, multiple junction photovoltaic cells.
Later, the advantage of using a thin-film of material was noted, reducing
the mass of material required for cell
design.
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3.
|
Solterra
is poised to be one of the front runners in large scale commercialization
of third generation photovoltaic. Third generation photovoltaics are very
different from the other two, broadly defined as semiconductor devices
which do not rely on a traditional p-n junction to separate photo
generated charge carriers. These new devices include photo electrochemical
cells, Polymer solar cells, and nanocrystal solar
cells.
|
(a)
|
Licensee
shall submit a business plan and/or a technology development to
Rice
prior to the Effective Date of this
Agreement.
|
•
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establish
our manufacturing operations, initially domestically or potentially
internationally at a future date;
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•
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develop
our distribution network;
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•
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continue
to research and develop our products and manufacturing
technologies;
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•
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implement
internal systems and infrastructure to support our
growth; and
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|
•
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hire
additional personnel.
|
•
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We
will need to raise significant additional capital in order to finance the
costs of constructing and equipping of large scale manufacturing
facilities, which we may be unable to do so on reasonable terms or at all,
and which could be dilutive to our existing
stockholders;
|
|
•
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The
build-out of any facilities will be subject to the risks inherent in the
development of a manufacturing facility, including risks of delays and
cost overruns as a result of a number of factors, many of which may be out
of our control, such as delays in government approvals, burdensome permit
conditions and delays in the delivery of manufacturing equipment from
numerous suppliers; and
|
|
•
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We
may be required to depend on third parties or strategic partnerships that
we establish in the development and operation of additional production
capacity, which may subject us to risks that such third parties do not
fulfill their obligations to us under our arrangements with
them.
|
·
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our
failure to produce solar power products that compete favorably against
other solar power products on the basis of cost, quality and
performance;
|
·
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our
failure to produce solar power products that compete favorably against
conventional energy sources and alternative distributed generation
technologies, such as wind and biomass, on the basis of cost, quality and
performance;
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·
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whether
or not customers will accept our new technology;
and
|
·
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our
failure to develop and maintain successful relationships with
distributors, systems integrators, project developers and other resellers,
as well as strategic partners.
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·
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difficult
and expensive compliance with the commercial and legal
requirements;
|
·
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encountering
trade barriers such as export requirements, tariffs, taxes and other
restrictions and expenses, which could affect the competitive pricing of
our solar power products and reduce our market share in some
countries;
|
·
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unavailability
of government grants from foreign sources, or for government grants that
have been approved, risk of forfeiture or repayment in whole or in
part:
|
·
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fluctuations
in currency exchange rates relative to the
U.S. dollar;
|
·
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limitations
on dividends or restrictions against repatriation of
earnings;
|
·
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difficulty
in recruiting and retaining individuals skilled in international business
operations; and
|
·
|
increased
costs associated with maintaining international marketing
efforts.
|
·
|
cost-effectiveness
of solar power technologies as compared with conventional and non-solar
alternative energy technologies;
|
·
|
performance
and reliability of solar power products as compared with conventional and
non-solar alternative energy
products;
|
·
|
success
of alternative distributed generation technologies such as fuel cells,
wind power and micro turbines;
|
·
|
fluctuations
in economic and market conditions that impact the viability of
conventional and non-solar alternative energy sources, such as increases
or decreases in the prices of oil and other fossil
fuels;
|
·
|
capital
expenditures by customers that tend to decrease when the United States or
global economy slows;
|
·
|
continued
deregulation of the electric power industry and broader energy
industry; and
|
·
|
availability
of government subsidies and
incentives.
|
•
|
we
cannot be certain that Rice University’s pending patent applications will
result in issued patents or that the claims in any issued patents are or
will be sufficiently broad to prevent others form developing or using
technology similar to ours or in developing, using, manufacturing,
marketing or selling products similar to
ours;
|
|
|
•
|
given
the costs of obtaining patent protection, we may choose not to file patent
applications for or not to maintain issued patents for certain innovations
that later turn out to be important, or we may choose not to obtain
foreign patent protection at all or to obtain patent protection in only
some of the foreign countries, which later turn out to be important
markets for us;
|
|
|
•
|
although
we intend to have a number of foreign patents and applications as well as
the two held by Rice University
,
the laws of some
foreign jurisdictions do not protect intellectual property rights to the
same extent as laws in the United States, and we may encounter
difficulties in protecting and defending our rights in such foreign
jurisdictions;
|
|
|
•
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third
parties may design around our licensed technologies, and there is no
assurance that any licensed patents and other intellectual property rights
will be sufficient to deter infringement or misappropriation of our
intellectual property rights by
others;
|
|
|
•
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third
parties may seek to challenge or invalidate any licensed patents, which
can result in a narrowing of or invalidating our patents, or rendering our
licensed patents unenforceable;
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|
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•
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we
may have to participate in proceedings such as interference, cancellation,
or opposition, before the United States Patent and Trademark Office, or
before foreign patent and trademark offices, with respect to our licensed
patents, patent applications, trademarks or trademark applications or
those of others, and these actions may result in substantial costs to us
as well as a diversion of management
attention;
|
|
|
•
|
although
we are not currently involved in any litigation involving intellectual
property rights, we may need to enforce our intellectual property rights
against third parties for infringement or misappropriation or defend our
intellectual property rights through lawsuits, which can result in
significant costs and diversion of management resources, and we may not be
successful in those lawsuits;
|
|
|
•
|
we
rely on trade secret protections to protect our interests in proprietary
know-how and processes for which patents are difficult to obtain or
enforce; however, we may not be able to protect our trade secrets
adequately; and
|
|
|
•
|
the
contractual provisions on which we rely to protect our trade secrets and
proprietary information, such as our confidentiality and non-disclosure
agreements with our employees, consultants and other third parties, may be
breached, and our trade secrets and proprietary information may be
disclosed to competitors, strategic partners and the public, or others may
independently develop technology equivalent to our trade secrets and
proprietary information.
|
|
variations
in our quarterly operating results;
|
|
|
announcements
that our revenue or income/loss levels are below analysts'
expectations;
|
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general
economic slowdowns;
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changes
in market valuations of similar
companies;
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announcements
by us or our competitors of significant contracts;
and/or
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|
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acquisitions,
strategic partnerships, joint ventures or capital
commitments.
|
Method
|
Period
|
|
Office
furniture
|
Straight
line
|
7
years
|
Office
equipment
|
Straight
line
|
3
years
|
·
|
a
significant decrease in the market price of the asset:
|
·
|
a
significant change in the extent or manner in which the asset is being
used:
|
·
|
a
significant change in the business climate that could affect the value of
the asset:
|
·
|
a
current period loss combined with projection of continuing loss associated
with use of the asset:
|
·
|
a
current expectation that, more likely than not, the asset will be sold or
otherwise disposed of
before
the end of its previously estimated useful
life.
|
Method
|
Period
|
|
Office
furniture
|
Straight
line
|
7
years
|
Office
equipment
|
Straight
line
|
3
years
|
·
|
a
significant decrease in the market price of the asset:
|
·
|
a
significant change in the extent or manner in which the asset is being
used:
|
·
|
a
significant change in the business climate that could affect the value of
the asset:
|
·
|
a
current period loss combined with projection of continuing loss associated
with use of the asset:
|
·
|
a
current expectation that, more likely than not, the asset will be sold or
otherwise disposed of before the end of its previously estimated useful
life.
|
Accumulated
|
||||||||||||
Cost
|
depreciation
|
Net
|
||||||||||
Office
equipment
|
$ | 14,382 | $ | 2,412 | $ | 11,970 | ||||||
Office
furniture
|
5,000 | 450 | 4,550 | |||||||||
$ | 19,382 | $ | 2,862 | $ | 16,520 |
·
|
The
Debenture Holders would receive warrants to purchase 1,000,000 shares of
Hague’s Common Stock, exercisable at $.25 per share over a period of 18
months together with cashless exercise provisions in the event no
registration statement is effective at the time of exercise. Of the
1,000,000 warrants, the Debenture Holders assigned 175,000 warrants and
75,000 warrants to Dr.Isaac Horton and Richard Patton, respectively.
Messrs. Horton and Patton served as directors of Hague in accordance with
the Debenture Holders’ right to appoint two members to the Board of
Directors. Warrants to purchase 2,000,000 shares exercisable at $.10 per
share through October 31, 2014 were issued for an extension of the
Standstill
Agreement. These Warrants also contain cashless exercise provisions in the
event that there is no current registration statement effective at the
time of exercise.
|
·
|
Certain
stockholders of the Company were to exchange up to 2,350,000 shares of
free trading shares for restricted shares of Hague’s Common
Stock.
|
·
|
The
Company would seek to raise additional financing either in Hague or in
Solterra. If the financing was in Solterra and at least $2,000,000 was
raised, then the Debenture Holders would have the right to have Hague
assign its Debenture obligation to Solterra and to permit the Debenture
Holders to convert their indebtedness into Solterra Common Stock at a 25%
discount to terms of the private placement offering. As of October 13,
2009, no additional equity financing has been raised by the
Company.
|
·
|
Isaac
Horton shall resign from Hague’s Board. The Debenture Holders may replace
Mr. Horton with David Skriloff. As of November 10, 2009, Mr.
Horton has not resigned from the
Board.
|
·
|
Upon
Hague’s receipt of $250,000 of financing, Hague has agreed to obtain
directors’ and officers’ liability insurance and agree to maintain same
for at least three years and to indemnify Mr. Skriloff to the fullest
extent provided by Nevada law should he agree to join the
Board.
|
·
|
On
or before Solterra’s acceptance of any private financing, Solterra shall
assign its license agreement with Rice University to Hague.
Simultaneously, Hague shall grant Solterra the exclusive worldwide right
under the Rice License Agreement to purchase the quantum dots for solar
purposes, including the right to grant sublicenses. The Company shall
obtain the written permission of Rice University to accomplish the
foregoing. Hague shall be the sole supplier of the quantum dots to
Solterra and to its sublicensees. Solterra shall pay a
licensing fee to Hague in an amount necessary to retire the Company’s
Notes (principal and accrued but unpaid interest) in full (unless the
Noteholders agree to have Solterra assume these obligations from Hague and
convert into common stock of Solterra), plus the sum of $1.0
million. It is understood that Solterra will be the solar sub
and Hague shall produce and sell the quantum dots and shall have the right
to grant sublicenses for all other purposes. During the Standstill Period
and thereafter, except as otherwise provided, Hague shall not transfer
and/or sell any of its assets without the express prior written consent of
the Noteholders, unless the Notes have been repaid or converted. Nothing
contained herein shall be construed to prohibit Hague or Solterra from
licensing its Intellectual Property or selling its quantum dots in a
business unrelated to solar to third parties in arm’s-length
transactions.
|
·
|
Upon
conversion of the Noteholders’ Notes into Solterra common stock or the
repayment of the Notes in full, the following shall occur: (i) all
security interests, registration rights and other such rights and
obligations of the Noteholders (as noteholders only and in no other
capacity) shall be terminated, (ii) if elected Mr. Skriloff, shall resign
from the Board of Directors of Hague, and (iii) the Noteholders, Hague and
Solterra shall exchange general releases which shall pertain to all past
actions of the Noteholders, as Noteholders, stockholders or security
holders in Hague or Solterra, as the case may
be.
|
·
|
The
Hague Board shall agree to hold board meetings no less frequently than
monthly, until the completion of the Private Offering and/or grants of at
least $2.0 million. It is further agreed that Hague shall adopt a
“Directors Manual: Public Corporation Governance and Guidelines,” which
includes a Code of Business Ethics, in the form customarily adopted by
smaller public companies and comply with all applicable provisions of the
Sarbanes-Oxley Act of 2002.
|
·
|
Upon
the completion of Solterra’s financing efforts, it will endeavor to become
an independent public entity through a self-directed offering and the
following actions would occur: Solterra’s Board would be expanded to
include additional directors. Mr. Squires would remain Chief Executive
Officer of one of these two companies with a new Chief Executive Officer
to be identified and hired on commercially reasonable terms to run the
other company. Mr. Squires would serve as Chairman of the Board of
Directors of the company in which he is Chief Executive Officer and he
would serve as a director of the other company. In the interim, until a
new Chief Executive Officer is found for the company in which he chooses
not to serve as Chief Executive Officer, he will serve as interim Chief
Executive Officer until his replacement is
hired.
|
·
|
The
provisions of the Standstill Agreement (except as otherwise provided
therein) shall automatically terminate and be of no further force and
effect ab initio, as if this agreement never took place or upon the
happening of one of the following events: (a) the entry of an order for
relief against Hague or Solterra (or equivalent thereof) in any case under
title 11 of the United States Code (or in connection with any case or
proceeding involving Hague or Solterra under any state or federal
insolvency law, (b) if Hague or Solterra fails to make any required
payments, under the terms of its agreements with Rice University or
Arizona State University, but only where either university notifies Hague
or Solterra that it is in default and that all opportunities to cure the
default have past, or (c) upon a material default (breach) of the
Standstill Agreement by Hague or Solterra and after being given written
notice of such default and at least five business days opportunity to cure
the default.
|
·
|
In
connection with the standstill agreement, the Company recorded $34,148 as
additional debt discount for the modification of terms, which will be
amortized over the life debt. The Company determined the conversion
feature issued to the Noteholders to convert their interest into the
common stock of Solterra was a derivative liability. The Company
determined the value of the derivative liability was nominal due to the
low probability of the Company or Solterra raising $2.0 million during the
standstill agreement.
|
Fiscal
|
Services
|
Lease
|
License
|
|||||||||||||
Year
|
agreement
|
agreement
|
agreement
|
Total
|
||||||||||||
2010
|
$ | 545,473 | $ | 1,636 | $ | - | $ | 547,109 | ||||||||
2011
|
- | - | 129,450 | 129,450 | ||||||||||||
2012
|
- | - | 473,250 | 473,250 | ||||||||||||
2013
|
- | - | 1,746,000 | 1,746,000 | ||||||||||||
2014
|
- | - | 3,738,600 | 3,738,600 | ||||||||||||
Thereafter
|
- | - | 3,738,600 | 3,738,600 | ||||||||||||
Total
|
$ | 545,473 | $ | 1,636 | $ | 9,825,900 | $ | 10,373,009 |
As at June 30, 2009
|
As at June 30, 2008
|
|||||||
Federal
income tax benefit attributed to:
|
||||||||
Current
Operations
|
687,000 | 1,300 | ||||||
Less,
Change in valuation allowance
|
(687,000 | ) | (1,300 | ) | ||||
Net
benefit
|
$ | - | $ | - |
As at June 30, 2009
|
As at June 30, 2008
|
|||||||
Deferred
tax asset attributed to:
|
||||||||
Net
operating loss carryover
|
688,000 | 1,300 | ||||||
Less,
Change in valuation allowance
|
(688,000 | ) | (1,300 | ) | ||||
Net
deferred tax asset
|
$ | - | $ | - |
Options/Warrants
|
||||||||
Issued
& Outstanding
|
||||||||
Exercise
Price
|
Expiration
Date
|
June
30,
|
June
30,
|
|||||
2009 | 2009 | |||||||
0.25 |
Dec
2010
|
1,000,000 | 1,000,000 |
Report
of Management on Internal Control Over Financial
Reporting
|
Name
|
Age
|
Position
with the Company (1)
|
|||
Stephen
Squires
|
50
|
President
and Chief Executive Officer and Director
|
|||
Brian
Lukian C.A.
|
61
|
Acting
Chief Financial Officer
|
|||
Dr.Ghassan
E. Jabbour
|
47
|
Chief
Science Officer, Director
|
|||
Dr.
Michael S. Wong
|
36
|
Director
|
|||
David
Doderer
|
38
|
Vice
President of Research and Development
|
(1)
|
Directors
are elected at the annual meeting of stockholders and hold office until
the following annual meeting.
|
·
|
Smithsonian
Magazine "37 Under 36" Young Innovator Award
(2007)
|
·
|
3M
Non-tenured Faculty Award (2006,
2007)
|
·
|
GOLD
2006 Conference Best Presentation Award, for "best new idea in gold
catalysis" (2006)
|
·
|
AIChE
South Texas Section Best Applied Paper Award
(2006)
|
·
|
AIChE
Nanoscale Science and Engineering Forum Young Investigator Award
(2006)
|
·
|
MIT
Technology Review's TR35 Young Innovator Award
(2006)
|
·
|
Hershel
M. Rich Invention Award (2006)
|
·
|
National
Academy of Engineering Indo-America Frontiers of Engineering Symposium,
Invited Speaker (2006)
|
·
|
Smalley/Curl
Innovation Award (2005)
|
·
|
National
Academies Keck Futures Initiative (NAKFI) Symposium, Invited Participant
(2004)
|
·
|
Oak
Ridge Associated Universities Ralph E. Powe Junior Faculty Enhancement
Award (2003)
|
·
|
National
Academy of Engineering Japan-America Frontiers of Engineering
(JAFOE)
|
·
|
Symposium,
Invited Participant (2002)
|
·
|
Rice
Quantum Institute (RQI), Fellow
(2002)
|
·
|
Robert
P. Goldberg Grand Prize, MIT $50K Entrepreneurship Competition
(2001)
|
·
|
Union
Carbide Innovation Recognition Award
(2000)
|
·
|
MIT
Chemical Engineering Edward W. Merrill Outstanding Teaching Assistant
Award (1997)
|
·
|
Faculty
advisor for Phi Lambda Upsilon, chemical sciences honorary society (2003 -
present)
|
Code of
Ethics
|
·
|
Honest
and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships;
|
·
|
Full,
fair, accurate, timely and understandable disclosure in reports and
documents that the Company files with, or submits to, the Securities &
Exchange Commission and in other public communications made by the
Company;
|
·
|
Compliance
with applicable governmental law, rules and
regulations;
|
·
|
The
prompt internal reporting of violations of the code to an appropriate
person or persons identified in the code;
and
|
·
|
Accountability
for adherence to the code.
|
Fiscal
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Options
Awards
($)(1)
|
Non-Equity
Incentive
Plan
Compen-
sation
($)
|
Nonqualified
Deferred
Compensation
Earnings ($)
|
All Other
Compen-
sation
($) (2) (3)
|
Total ($)
(3)
|
|||
Greg
Chapman
(former
CEO
2009
and 2008)
|
2009
2008
|
$ -0-
$ 4,400
|
$ -0-
$ -0-
|
$
-0-
$
-0-
|
$ -0-
$ -0-
|
$ -0-
$ -0-
|
$
-0-
$ -0-
|
$
-0-
$
-0-
|
$ -0-
$
4,400
|
||
Stephen
Squires
Chief
Executive
Officer
|
2009
2008
|
$
100,000
$ -0-
|
$ -0-
$ -0-
|
$
-0-
$
-0-
|
$ -0-
$ -0-
|
$ -0-
$ -0-
|
$
-0-
$
-0-
|
$
11,040
$
-0-
|
$
111,040
$ -0-
|
(1)
|
Reflects
dollar amount expensed by us during applicable fiscal year for financial
statement reporting purposes pursuant to FAS 123R. FAS 123R requires
the company to determine the overall value of the restricted stock awards
and options as of the date of grant based upon the Black-Scholes method of
valuation, and to then expense that value over the service period over
which the restricted stock awards and options become vested. As a
general rule, for time-in-service-based restricted stock awards and
options, the company will immediately expense any restricted stock awards
and option or portion thereof which is vested upon grant, while expensing
the balance on a pro rata basis over the remaining vesting term of the
restricted stock awards and options. For a description FAS 123R and
the assumptions used in determining the value of the restricted stock
awards and options under the Black-Scholes model of valuation, see the
notes to the consolidated financial statements included with this Form
10-K.
|
(2)
|
Includes
all other compensation not reported in the preceding columns, including
(i) perquisites and other personal benefits, or property, unless the
aggregate amount of such compensation is less than $10,000; (ii) any
“gross-ups” or other amounts reimbursed during the fiscal year for the
payment of taxes; (iii) discounts from market price with respect to
securities purchased from the company except to the extent available
generally to all security holders or to all salaried employees; (iv) any
amounts paid or accrued in connection with any termination (including
without limitation through retirement, resignation, severance or
constructive termination, including change of responsibilities) or change
in control; (v) contributions to vested and unvested defined contribution
plans; (vi) any insurance premiums paid by, or on behalf of, the company
relating to life insurance for the benefit of the named executive officer;
and (vii) any dividends or other earnings paid on stock or option awards
that are not factored into the grant date fair value required to be
reported in a preceding column.
|
(3)
|
Since
inception of Solterra, Solterra utilizes the home of Stephen Squires in
Scottsdale, Arizona as an executive office. During the year
ended June 30, 2009 the Company has reimbursed Stephen Squires $11,040 for
the use of his premises.
|
Option Awards
|
Stock Awards
|
||||||||||||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options(#)
Unexercisable
|
Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
|
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
|
Equity
Incentive Plan
Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
|
||||||||||||||||||||
Gregory
Chapman
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
||||||||||||||||||||
Stephen
Squires
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
||||||||||||||||||||
N/A
– Not applicable.
|
DIRECTOR COMPENSATION
|
||||||||||||||||||||||
Name and
Principal
Position
|
Fees
Earned
or Paid
in Cash
($)
|
Stock
Awards
($)
(1)
|
Warrant/
Option
Awards ($)
(1)
|
Non-Equity
Incentive Plan
Compensation
($) (2)
|
Nonqualified
Deferred
Compensation
Earnings ($)
|
All Other
Compensation
($)
(3)
|
Total ($)
|
|||||||||||||||
Dr.
Michael S.
Wong,
Director
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|||||||||||||||
Dr.
Isaac B. Horton, III,
Former
Director
|
Nil
|
Nil
|
5,976
|
Nil
|
Nil
|
Nil
|
5,976
|
|||||||||||||||
Richard
Patton,
Former
Director
|
Nil
|
Nil
|
2,561
|
Nil
|
Nil
|
Nil
|
2,561
|
|||||||||||||||
Kim
Pichanick,
Former
Director
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
(1)
|
Reflects
dollar amount expensed by the company during applicable fiscal year for
financial statement reporting purposes pursuant to FAS 123R. FAS
123R requires the company to determine the overall value of the restricted
stock awards and the options as of the date of grant based upon the
Black-Scholes method of valuation, and to then expense that value over the
service period over which the restricted stock awards and the options
become exercisable vested. As a general rule, for
time-in-service-based restricted stock awards and options, the company
will immediately expense any restricted stock award or option or portion
thereof which is vested upon grant, while expensing the balance on a pro
rata basis over the remaining vesting term of the restricted stock award
and option. For a description FAS 123 R and the assumptions used in
determining the value of the restricted stock awards and options under the
Black-Scholes model of valuation, see the notes to the financial
statements included with this Form
10-SB/A.
|
(2)
|
Excludes
awards or earnings reported in preceding
columns.
|
(3)
|
Includes
all other compensation not reported in the preceding columns, including
(i) perquisites and other personal benefits, or property, unless the
aggregate amount of such compensation is less than $10,000; (ii) any
“gross-ups” or other amounts reimbursed during the fiscal year for the
payment of taxes; (iii) discounts from market price with respect to
securities purchased from the company except to the extent available
generally to all security holders or to all salaried employees; (iv) any
amounts paid or accrued in connection with any termination (including
without limitation through retirement, resignation, severance or
constructive termination, including change of responsibilities) or change
in control; (v) contributions to vested and unvested defined contribution
plans; (vi) any insurance premiums paid by, or on behalf of, the company
relating to life insurance for the benefit of the director; (vii) any
consulting fees earned, or paid or payable; (viii) any annual costs of
payments and promises of payments pursuant to a director legacy program
and similar charitable awards program; and (ix) any dividends or other
earnings paid on stock or option awards that are not factored into the
grant date fair value required to be reported in a preceding
column.
|
Name
of Beneficial Owner
|
Common
Stock
Beneficially
Owned (1)(2)
|
Percent
of Class (3)
|
||
Stephen
Squires (4) (5)
|
30,378,000
|
40.3
|
||
Brian
Lukian C.A.
(
6)
|
1,500,000
|
2.0
|
||
Ghassan
E. Jabbour (7)
|
300,000
|
.4
|
||
Michael
S. Wong (7)
|
300,000
|
.4
|
||
David
Doderer (6)
|
500,000
|
.6
|
||
Directors
and executive officers as a group (6) persons) (8)
|
32,978,000
|
49.9
|
||
Phoenix
Alliance Corp. (9)
|
4,404,000
|
6.0
|
(1)
|
Unless
otherwise indicated, ownership represents sole voting and investment
power.
|
(2)
|
The
address for each beneficial owner named above is c/o the Company at 7700
S. River Parkway, Tempe, AZ 85284.
|
(3)
|
Based
upon 73,725,167 common shares
outstanding.
|
(4)
|
Includes
20,000,000 shares pledged to our Debenture Holders. See “Item
10.”
|
(5)
|
Includes
options to purchase 1,600,000 shares owned by Mr. Squires and his
wife.
|
(6)
|
Includes
options to purchase 500,000 shares.
|
(7)
|
Includes
options to purchase 300,000 shares.
|
(8)
|
Includes
options and warrants to purchase 3,375,000
shares
|
(9)
|
Phoenix
Alliance Corp. is owned and controlled by Andrew
McKinnon.
|
|
None.
|
·
|
The
Debenture Holders would receive warrants to purchase 1,000,000 shares of
Hague’s Common Stock, exercisable at $.25 per share over a period of 18
months together with cashless exercise provisions in the event no
registration statement is effective at the time of exercise. Of the
1,000,000 warrants, the Debenture Holders assigned 175,000 warrants and
75,000 warrants to Isaac Horton and Richard Patton, respectively. Messrs.
Horton and Patton served as directors of Hague in accordance with the
Debenture Holders’ right to appoint two members to the Board of Directors.
Warrants to purchase 2,000,000 shares exercisable at $.10 per share
through October 31, 2014 were issued for an extension of the
Standstill
Agreement. These Warrants also contain cashless exercise provisions in the
event that there is no current registration statement effective at the
time of exercise.
|
·
|
Certain
stockholders of the Company were to exchange up to 2,350,000 shares of
free trading shares for restricted shares of Hague’s Common
Stock.
|
·
|
The
Company would seek to raise additional financing either in Hague or in
Solterra. If the financing was in Solterra and at least $2,000,000 was
raised, then the Debenture Holders would have the right to have Hague
assign its Debenture obligation to Solterra and to permit the Debenture
Holders to convert their indebtedness into Solterra Common Stock at a 25%
discount to terms of the private placement offering. As of October 13,
2009, no additional equity financing has been raised by the
Company.
|
·
|
Isaac
Horton shall resign from Hague’s Board. The Debenture Holders may replace
Mr. Horton with David Skriloff. On November 12, 2009, Mr.
Horton resigned from the
Board.
|
·
|
Upon
Hague’s receipt of $250,000 of financing, Hague has agreed to obtain
directors and officer’s liability insurance and agree to maintain same for
at least three years and to indemnify Mr. Skriloff to the fullest extent
provided by Nevada law should he agree to join the
Board.
|
·
|
On
or before Solterra’s acceptance of any private financing, Solterra shall
assign its license agreement with Rice University to Hague.
Simultaneously, Hague shall grant Solterra the exclusive worldwide right
under the Rice license agreement to purchase the quantum dots for solar
purposes, including the right to grant sublicenses. The Company shall
obtain the written permission of Rice University to accomplish the
foregoing. Hague shall be the sole supplier of the quantum dots to
Solterra and to its sublicensees. Solterra shall pay a
licensing fee to Hague in an amount necessary to retire the Company’s
Notes (principal and accrued but unpaid interest) in full (unless the
Noteholders agree to have Solterra assume these obligations from Hague and
convert into common stock of Solterra), plus the sum of $1.0
million. It is understood that Solterra will be the solar sub
and Hague shall produce and sell the quantum dots and shall have the right
to grant sublicenses for all other purposes. During the Standstill Period
and thereafter, except as otherwise provided, Hague shall not transfer
and/or sell any of its assets without the express prior written consent of
the Noteholders, unless the Notes have been repaid or converted. Nothing
contained herein shall be construed to prohibit Hague or Solterra from
licensing its intellectual property or selling its quantum dots in a
business unrelated to solar to third parties in arm’s-length
transactions.
|
·
|
Upon
conversion of the Noteholders’ Notes into Solterra common stock or the
repayment of the Notes in full, the following shall occur: (i) all
security interests, registration rights and other such rights and
obligations of the Noteholders (as noteholders only and in no other
capacity) shall be terminated, (ii) if elected Mr. Skriloff, shall resign
from the Board of Directors of Hague, and (iii) the Noteholders, Hague and
Solterra shall exchange general releases which shall pertain to all past
actions of the Noteholders, as Noteholders, stockholders or security
holders in Hague or Solterra, as the case may
be.
|
·
|
The
Hague Board shall agree to hold board meetings no less frequently than
monthly, until the completion of the Private Offering and/or grants of at
least $2.0 million. It is further agreed that Hague shall adopt a
“Directors Manual: Public Corporation Governance and Guidelines,” which
includes a Code of Business Ethics, in the form customarily adopted by
smaller public companies and comply with all applicable provisions of the
Sarbanes-Oxley Act of 2002.
|
·
|
Upon
the completion of Solterra’s financing efforts, it will endeavor to become
an independent public entity through a self-directed offering and the
following actions would occur: Solterra’s Board would be expanded to
include additional directors. Mr. Squires would remain Chief Executive
Officer of one of these two companies with a new Chief Executive Officer
to be identified and hired on commercially reasonable terms to run the
other company. Mr. Squires would serve as Chairman of the Board of
Directors of the company in which he is Chief Executive Officer and he
would serve as a director of the other company. In the interim, until a
new Chief Executive Officer is found for the company in which he chooses
not to serve as Chief Executive Officer, he will serve as interim Chief
Executive Officer until his replacement is
hired.
|
·
|
The
provisions of the Standstill Agreement (except as otherwise provided
therein) shall automatically terminate and be of no further force and
effect ab initio, as if this agreement never took place or upon the
happening of one of the following events of default: (a) the entry of an
order for relief against Hague or Solterra (or equivalent thereof) in any
case under title 11 of the United States Code (or in connection with any
case or proceeding involving Hague or Solterra under any state or federal
insolvency law, (b) if Hague or Solterra fails to make any required
payments, under the terms of its agreements with Rice University or
Arizona State University, but only where either university notifies Hague
or Solterra that it is in default and that all opportunities to cure the
default have past, or (c) upon a material default (breach) of the
Standstill Agreement by Hague or Solterra and after being given written
notice of such default and at least five business days opportunity to cure
the default.
|
Consulting Contracts
and payments to consultants
|
(i)
|
On
January 12, 2007, our sole director and officer, Greg Chapman, acquired
2,000,000 shares of our common stock at a price of $0.002 per share for
total cash proceeds of $4,000. In connection with the 20:1
forward stock split affected on July 15, 2007, the 2,000,000 shares now
total 40,000,000 shares of our common stock. Exemption from registration
is claimed under Section 4(2) of the Securities Act of 1933, as amended,
as an offering not constituting a “public
offering.”
|
(ii)
|
For
the period from January 9, 2007 (inception) through June 30, 2007, we
received $24,600 in cash for the sale of 24,600,000 shares of our common
stock at a purchase price of $0.001 per share in offshore transactions
with non-affiliated parties during the period between May and June 2007.
Our private placement was conducted in offshore transactions relying on
Regulation S of the Securities Act of 1933. None of the subscribers were
U.S. persons, as defined in Regulation S. No directed selling efforts were
made in the United States by us, any distributor, any of their respective
affiliates or any person acting on behalf of any of the foregoing. We
implemented the applicable offering restrictions required by Regulation S
by including an appropriate restrictive
legend.
|
|
(iii)
|
Our
former President, Greg Chapman, has in the past provided us office space
free of charge, which encompasses approximately 350 square feet. Mr.
Chapman’s father owns the space provided. This arrangement ceased on
November 4, 2008, the Closing Date of the Agreement and Plan of
Reorganization. Since inception of Solterra, Solterra utilizes the home of
Stephen Squires in Scottsdale, Arizona as an executive
office. During the year ended June 30, 2009 the Company has
reimbursed Stephen Squires $11,040 for the use of his
premises.
|
|
(iv)
|
The
Company was charged management fees of $6,620 from inception through
June 30, 2008 by Greg Chapman, a director of the Company. The Company
also had a related party loan of $34,000 which was due to Mr. Chapman for
funds advanced. The loan was forgiven by Mr. Chapman on November 4,
2008.
|
|
(v)
|
Our
Chief Executive Officer has loaned to us $83,000 as of November 10, 2009,
which monies have no set repayment terms. At June 30, 2009 there were
$162,687 due to related parties. Of this Stephen Squires, our
Chief Executive Officer, director and a shareholder, was owed $40,369,
comprised of $30,000 in unpaid wages, $7,869 in unreimbursed expenses and
$2,500 in advances paid to the
Company.
|
|
(vi)
|
At
the closing date of the Plan of Reorganization (i.e. November 4, 2008),
the following transactions occurred involving our
securities:
|
(a)
|
Financial
Statements
|
(b)
|
Exhibits
|
2.1
|
Agreement
and Plan of Merger and Reorganization, dated as of October 15, 2008, by
and among Hague Corp., Solterra Renewable Technologies, Inc., the
shareholders of Solterra and Greg Chapman, as
Indemnitor.
|
4.1
|
Form
of Securities Purchase Agreement dated as of November 4,
2008.
|
4.2
|
Form
of Security Agreement dated November 4, 2008.
|
4.3
|
Form
of Subsidiary Guarantee dated November 4, 2008.
|
4.4
|
Form
of Stock Pledge Agreement dated November 4, 2008.
|
4.5
|
Form
of Debenture-- MKM Opportunity Master Fund, Ltd.
|
4.6
|
Form
of Debenture.-- MKM SP1, LLC
|
4.7
|
Form
of Debenture-- Steven Posner Irrevocable Trust u/t/a Dated
06/17/65.
|
4.8
|
Form
of Escrow Agreement
|
4.9
|
Form
of Amended Waiver and Consent.
|
4.10 | Form of Registration Rights Agreement. |
4.11 | Standstill Agreement dated June 1, 2009. (Incorporated by reference to Form 8-K filed June 9, 2009) |
4.12 | Amended Standstill Agreement dated June 1, 2009.* |
4.13 | Extension of Standstill Agreement dated October 29, 2009.* |
(c)
|
Financial
Statement Schedules
|
HAGUE
CORP.
|
|||
Date:
November 12, 2009
|
By:
|
/s/ Stephen Squires | |
Name: Stephen Squires | |||
Title: President and Chief Financial Officer | |||
Signatures
|
Title
|
Date
|
Signature
|
Title
|
Date
|
||
/s/
Stephen Squires
|
Title:
President and Chief Financial Officer
|
Date:
November 12, 2009
|
||
Stephen
Squires
|
||||
/s/
Brian
Lukian
|
Title:
Acting Chief Financial Officer
|
Date:
November 12, 2009
|
||
Brian
Lukian
|
||||
/s/
Michael S. Wong
|
Title:
Director
|
Date:
November 12, 2009
|
||
Michael
S. Wong
|
/s/
Dr. Ghassan E. Jabbour
|
Title:
Director
|
Date:
November 12, 2009
|
||
Dr.
Ghassan E. Jabbour
|
||||
/s/
David
Doderer
|
Title:
Director
|
Date:
November 12, 2009
|
||
David
Doderer
|
||||
Very truly yours,
HAGUE CORP.
|
|||
By:
|
/s/ Stephen Squires | ||
Stephen
Squires
Chief
Executive Officer
|
|||
SOLTERRA
RENEWABLE TECHNOLOGIES, INC.
|
|||
By:
|
/s/ Stephen Squires | ||
Stephen
Squires
Chief
Executive Officer
|
|||
ACCEPTED
AND AGREED:
MKM
OPPORTUNITY MASTER FUND, LTD.
|
|||
By:
|
/s/ David Skriloff | ||
David
Skriloff
Portfolio
Manager
|
|||
MKM
SP1, LLC
|
|||
By:
|
/s/ David Skriloff | ||
David
Skriloff
Portfolio
Manager
|
|||
|
Office
of Technology Transfer
Nila
Bhakuni, Director
|
Attn:
|
Stephen
B. Squires
Solterra
Renewable Technologies, Inc. 7700 South River Parkway
Tempe,
Arizona 85284
Phone:714-701-8779
Fax:480-452-1743
|
Sincerely,
|
|||
|
By:
|
/s/ Nila Bhakuni | |
Nila Bhakuni | |||
Sincerely,
|
||
|
By:
|
/s/ Nila Bhakuni |
Nila Bhakuni | ||
Very
truly yours,
HAGUE
CORP.
|
|||
By:
|
/s/ Stephen Squires | ||
Stephen
Squires
Chief
Executive Officer
|
|||
ACCEPTED AND AGREED: | |||
|
By:
|
/s/ Steven Posner | |
Steven Posner | |||
OCEANUS CAPITAL, LLC | |||
By:
|
/s/ Richard Chancis | ||
Richard
Chancis
|
|||
Name | State of Incorporation | Ownership |
Solterra Renewable Technologies, Inc | Delaware | 100% |
I, Stephen
Squires, as Chief Executive Officer of Hague Corp., certifies
that:
|
||
1.
|
I
have reviewed this annual report on Form 10-K of Hague
Corp.;
|
|
2
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the consolidated financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report;
|
|
4.
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of consolidated financial statements for
external purposes in accordance with generally accepted accounting
principles;
|
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
|
|
d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s fourth fiscal
quarter that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
|
5.
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of registrant’s board of
directors:
|
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
/s/
|
Stephen
Squires
|
Stephen
Squires
|
|
Chief
Executive Officer
|
I,
Brian Lukian, as Acting Chief Financial Officer of Hague Corp., certifies
that:
|
||
1.
|
I
have reviewed this annual report on Form 10-K of Hague
Corp.;
|
|
2
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the consolidated financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report;
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4.
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The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
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b)
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Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of consolidated financial statements for
external purposes in accordance with generally accepted accounting
principles;
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c)
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Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
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d)
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Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s fourth fiscal
quarter that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
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5.
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The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of registrant’s board of
directors:
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a)
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All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
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b)
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
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/s/
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Brian
Lukian
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Brian
Lukian
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Acting
Chief Financial Officer
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November
12, 2009
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/s/
|
Stephen
Squires
|
Stephen
Squires
|
|
Chief
Executive Officer
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November
12, 2009
|
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/s/
|
Brian
Lukian
|
Brian
Lukian
|
|
Acting
Chief Financial Officer
|