Nevada
|
3600
|
27-2181718
|
||
(State or other Jurisdiction of Incorporation or Organization)
|
(Primary Standard Industrial Classification Code Number)
|
(I.R.S. Employer Identification No.)
|
Large Accelerated Filer
¨
|
Accelerated Filer
¨
|
Non-Accelerated Filer
¨
(Do not check if a smaller reporting company)
|
Smaller Reporting Company
þ
|
Title of Each Class of
Securities to be
Registered
|
Amount to be Registered (1)
|
Proposed
Maximum
Offering
Price
per Share
|
Proposed Maximum
Aggregate Offering
Price (2)
|
Amount of Registration Fee
|
Common stock, par value $0.0001 per share
|
9,392,455
|
$0.10 (3)
|
$939,245.50
|
$128.11
|
Total
|
9,392,455
|
$939,245.50
|
$128.11
|
(1)
|
Pursuant to Rule 416 under the Securities Act, the shares of common stock offered hereby also include an indeterminate number of additional shares of common stock as may from time to time become issuable by reason of anti-dilution provisions, stock splits, stock dividends, recapitalizations or other similar transactions.
|
(2)
|
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act.
|
(3)
|
Based on the sales price paid by certain selling stockholders in our most recent private placement on May 29, 2012.
|
PROSPECTUS SUMMARY
|
5
|
|
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
|
7
|
|
RISK FACTORS
|
7
|
|
USE OF PROCEEDS
|
12
|
|
MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
|
12
|
|
DIVIDEND POLICY
|
13
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
13
|
|
BUSINESS
|
19
|
|
MANAGEMENT
|
30
|
|
EXECUTIVE COMPENSATION
|
32
|
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|
33
|
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
34
|
|
SELLING STOCKHOLDERS
|
35
|
|
DESCRIPTION OF SECURITIES
|
37
|
|
PLAN OF DISTRIBUTION
|
38
|
|
LEGAL MATTERS
|
39
|
|
EXPERTS
|
39
|
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
39
|
|
INDEX TO FINANCIAL STATEMENTS
|
|
F-1
|
Common stock offered by selling stockholders
|
This prospectus relates to the sale by certain selling stockholders of 9,392,455 shares of our common stock sold to investors in private placement transactions in 2010, 2011 and 2012 that were exempt under the registration provisions of the Securities Act of 1933, as amended. We received a total consideration of $20,265 from the sale of these shares.
|
|
Offering price
|
$0.10 per share until a market develops and thereafter at market prices or privately negotiated prices
|
|
Common stock outstanding before and after the offering
|
112,083,038 shares
|
|
Use of proceeds
|
We will not receive any proceeds from the sale of the common stock by the selling stockholders
|
Market for the common stock
|
There is no market for our securities. Our common stock is not currently listed for trading on any exchange. It is our intention to seek quotation on the OTC Bulletin Board but an application to trade our common stock has not been filed by a market maker on our behalf as of the date of this prospectus. There can be no assurances that our common stock will be approved for trading on the OTC Bulletin Board, or any other trading exchange.
There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Therefore, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale.
|
|
Risk Factors
|
You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the “Risk Factors” section beginning on page 2 of this prospectus before deciding whether or not to invest in our common stock.
|
(1)
|
Represents the number of shares of our common stock outstanding as of December 17 , 2013.
|
•
|
provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002;
|
•
|
comply with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;
|
•
|
comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the Securities and Exchange Commission determines otherwise;
|
•
|
provide certain disclosure regarding executive compensation required of larger public companies; or
|
•
|
obtain shareholder approval of any golden parachute payments not previously approved.
|
•
|
when we have $1.0 billion or more in annual revenues;
|
•
|
when we have at least $700 million in market value of our common units held by non-affiliates;
|
•
|
when we issue more than $1.0 billion of non-convertible debt over a three-year period; or
|
•
|
the last day of the fiscal year following the fifth anniversary of our initial public offering.
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||
Operating revenues
|
$
|
213
|
$
|
-
|
$
|
426
|
$
|
-
|
||||
Operating expenses
|
12,587
|
53,640
|
33,471
|
56,589
|
||||||||
Operating loss
|
(12,374)
|
(53,640)
|
(33,045)
|
(56,589)
|
||||||||
Interest expense
|
-
|
(40)
|
-
|
(121)
|
||||||||
Gain on sale of asset
|
-
|
-
|
172,415
|
-
|
||||||||
Provision for income tax
|
(4,200)
|
-
|
27,500
|
-
|
||||||||
Net income
|
$
|
(8,174)
|
$
|
(53,680)
|
$
|
111,870
|
$
|
(56,710)
|
Year ended December 31,
|
January 18, 2008 (inception) through September 30,
|
||||||||
2012
|
2011
|
2013
|
|||||||
Operating revenues
|
$
|
-
|
$
|
-
|
$
|
426
|
|||
Operating expenses
|
57,924
|
256
|
91,651
|
||||||
Operating loss
|
(57,924)
|
(256)
|
(91,225)
|
||||||
Interest expense
|
(162)
|
(127)
|
(289)
|
||||||
Gain on sale of asset
|
-
|
-
|
172,415
|
||||||
Provision for income tax
|
-
|
-
|
27,500
|
||||||
Net income
|
$
|
(58,086)
|
$
|
(383)
|
$
|
53,401
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||
Stock-based compensation
|
$
|
-
|
$
|
52,069
|
$
|
-
|
$
|
52,074
|
||||
General and administrative
|
5,900
|
458
|
9,785
|
590
|
||||||||
Professional fees
|
6,250
|
800
|
22,500
|
3,300
|
||||||||
Depreciation and amortization
|
437
|
313
|
1,186
|
625
|
||||||||
Total operating expenses
|
$
|
12,587
|
$
|
53,640
|
$
|
33,471
|
$
|
56,589
|
Year ended December 31,
|
January 18, 2008 (inception) through September 30,
|
||||||||
2012
|
2011
|
2013
|
|||||||
Stock-based compensation
|
$
|
52,074
|
$
|
-
|
$
|
52,074
|
|||
General and administrative
|
1,300
|
256
|
11,341
|
||||||
Professional fees
|
3,300
|
-
|
25,800
|
||||||
Depreciation and amortization
|
1,250
|
-
|
2,436
|
||||||
Total operating expenses
|
$
|
57,924
|
$
|
256
|
$
|
91,651
|
Working Capital
|
||||||||||||
At
|
At
|
|||||||||||
September 30 ,
|
December 31,
|
Increase/
|
||||||||||
2013
|
2012
|
(Decrease)
|
||||||||||
Current Assets
|
$
|
504,953
|
$
|
5,564
|
$
|
499,389
|
||||||
Current Liabilities
|
$
|
150,272
|
$
|
15,289
|
$
|
134,983
|
||||||
Working Capital (Deficit)
|
$
|
354,681
|
$
|
(9,725
|
)
|
$
|
364,406
|
Cash Flows
|
||||||||
Years Ended December 31,
|
||||||||
2012
|
2011
|
|||||||
Net Cash Used in Operating Activities
|
$
|
(4,100
|
)
|
$
|
(256
|
)
|
||
Net Cash Used in Investing Activities
|
$
|
-
|
$
|
(10,000
|
)
|
|||
Net Cash Provided by Financing Activities
|
$
|
6,100
|
$
|
3,100
|
||||
Net Increase (decrease) in Cash During the Period
|
$
|
2,000
|
$
|
(7,156
|
)
|
Cash Flows
|
||||||||||||
January 18, 2008
|
||||||||||||
(inception) through
|
||||||||||||
Nine Months Ended September 30 ,
|
March 31,
|
|||||||||||
2013
|
2012
|
2013
|
||||||||||
Net Cash Used in Operating Activities
|
$
|
(31,035
|
)
|
$
|
( 3,390
|
)
|
$
|
( 35,891
|
)
|
|||
Net Cash Used in Investing Activities
|
$
|
50,000
|
$
|
-
|
$
|
40 ,000
|
||||||
Net Cash Provided by Financing Activities
|
$
|
-
|
$
|
6,100
|
$
|
20,420
|
||||||
Net Increase in Cash During the Period
|
$
|
18,965
|
$
|
2,710
|
$
|
24,529
|
·
|
The XTRAX® unit needs to be listed by Underwriters Laboratory, which tests the product for safety. This is known as the UL listing. We have submitted samples and information to UL, and responded to their questions, but we do not have the necessary funding to pay UL’s fee and to provide UL the number of units they require for further testing before they can grant a UL listing. Furthermore, submission of test units to Underwriters Laboratory was delayed so that we could complete certain software modifications and also complete third party verification by an independent testing laboratory of the accuracy of the measurements by XTRAX® units. Independent laboratory testing was mostly completed for the XTRAX® residential meter and all of the samples were found to be compliant with accuracy standards set by the American National Standards Institute, or ANSI. The meter's accuracy was determined to be well above such standards established by ANSI, which is the organization that establishes the standards generally accepted by industry for products, services, processes, systems and personnel in the United States, including the accuracy of meters. The testing by the independent laboratory produced statistically significant results, and did not indicate any negative results. Future testing will be performed on the XTRAX® small commercial meter to confirm that our technology is capable of monitoring up to 25KW without loss of performance. At this juncture we are only targeting up to 25 KW systems but intend to test up to 100 KW systems in our next round of testing. Both systems are identical in nature and technology.
We have already made certain changes requested by UL and we believe we will obtain the UL listing. In order to allow UL to complete their testing and list XTRAX® we will need to provide UL with six units, at an estimated cost of $1,940, and pay UL $14,950 for their services. This fee covers testing of both our residential and small commercial units. We currently lack sufficient funds to pay this fee and provide the six units. Further, at the completion of this testing, UL may require us to make further changes, provide additional units for testing and pay additional fees.
|
·
|
After UL listing is obtained, the product needs to be approved by the Federal Communications Commission (“FCC”), because there are some magnetic emissions from the unit. Similarly to the UL listing process, the FCC approval process involves submitting samples and information, testing by the FCC, responding to FCC questions, and possibly making changes to the product if necessary to obtain their approval. We believe that, after obtaining UL listing, the FCC approval will be forthcoming as we believe XTRAX® meets the FCC requirements.
|
·
|
Following the UL listing and FCC approval, we will need to get technical approval from the cellular network carriers, which test the product for possible interference with other products. Similarly to the UL and FCC approval process, the cellular network approval process involves submitting samples and information, testing by the carriers, responding to the carriers’ questions, and possibly making changes to the product if necessary to obtain the approval. We believe that the product will be approved by the carriers. We do not believe that the UL listing, FCC approval and technical approval from cellular network carriers represent ongoing compliance matters.
|
·
|
We can begin to offer the XTRAX® product to the market, and seek to generate revenues, only after we have obtained all three of these approvals. We currently expect to begin offering XTRAX® units to the market in 2014.
|
·
|
We plan to sell XTRAX® to photovoltaic (sometimes called “solar electric” or “PV”) installers, utilities and owners (primarily residential or small scale commercial, industrial and agricultural) of existing and future renewable energy system installations. We believe that XTRAX® will enable us to acquire and validate Renewable Energy Credits (RECs) and provide information regarding greenhouse gas emissions that may support the generation of Carbon Credits. Development of our XTRAX
®
system may also open other potential markets, such as the ability to monitor heat and flow rates for such applications as irrigation, oil well monitoring, and solar-thermal measurement. We have begun beta testing of our proprietary software, and we expect to outsource the manufacturing of XTRAX® units. We currently plan to commercially launch XTRAX® in 2014.
|
·
|
Centro Data’s
CentroSolar Data Monitoring System for Residential PV Installations is web based, not cellular, and requires that a communications card be installed in the inverter and that the homeowner have a router for use by its unit. Wireless connection to the router is available with extra components.
|
·
|
Also Energy LLC
sells a product called PowerTrack which, according to their website, appears to be primarily directed to immediately detect any problem in a PV installation with immediate automated alerts to minimize downtime. They offer a revenue grade monitoring system that is an upgrade for all commercial PowerTrack installations that is web based, not cellular.
|
·
|
Deck Monitoring
offers a basic residential revenue grade meter that is focused on system performance.
|
·
|
Locus Energy
offers a web based residential revenue grade meter that records performance data and stores it on a website for viewing by the homeowner or the homeowner’s installation contractor. The unit is sold to the installer, not the homeowner, and the installer would add its labor, overhead and profit to the price to the homeowner.
|
·
|
Energy, Inc.
under the trade name of The Energy Detective offers two lines of web based meters – the TED 1000 and TED 5000 series. These meters are not revenue grade and are designed to measure and report the usage of electricity. They can be installed by a skilled homeowner. These systems cannot be used for any solar systems in order to receive rebates, financing or trade any credits.
|
·
|
Inverter-specific Communications
. Some inverter manufacturers are attempting to improve this technology with new features, such as the Sunny Boy inverters of SMA America, LLC, a subsidiary of SMA Solar Technology, AG, an inverter manufacturer. Such new features include communication capability in the standard inverter required on all PV system interconnections with the grid, through an optional socket modem attached to the existing power line. This software enables continuous monitoring and can record the performance of a PV system on a personal computer through the Windows-based program 'Sunny Data'. The device can also send and receive data and commands to and from a central monitoring device.
|
·
|
Digi International Inc.’s
Digi RPM is an intelligent power control and monitoring device that enables users to remotely turn devices on and off, measure electrical load and monitor ambient temperature and integrate with additional devices to provide power management over Ethernet and Internet connections.
|
·
|
Draker’s
Intelligent Array is a cloud-based software that enables energy monitoring, performance analysis and asset management from web-enabled devices.
|
·
|
The XTRAX® unit needs to be listed by Underwriters Laboratory, which tests the product for safety. This is known as the UL listing. We have submitted samples and information to UL, and responded to their questions, but we do not have the necessary funding to pay UL’s fee and to provide UL the number of units they require for further testing before they can grant a UL listing. Furthermore, submission of test units to Underwriters Laboratory was delayed so that we could complete certain software modifications and also complete third party verification by an independent testing laboratory of the accuracy of the measurements by XTRAX® units. The third party verification has been obtained and we are currently in discussions with UL to determine what we need to submit to UL for UL’s evaluation; as such, we have not yet submitted the necessary test units to UL. We have already made certain changes requested by UL and we believe we will obtain the UL listing. In order to allow UL to complete their testing and list XTRAX® we will need to provide UL with six units, at an estimated cost of $1,940, and pay UL $14,950 for their services. This fee covers testing of both our residential and small commercial units. We currently lack sufficient funds to pay this fee and provide the six units. Further, at the completion of this testing, UL may require us to make further changes, provide additional units for testing and pay additional fees.
|
·
|
After UL listing is obtained, the product needs to be approved by the Federal Communications Commission (“FCC”), because there are some emissions from the unit. Similarly to the UL listing process, the FCC approval process involves submitting samples and information, testing by the FCC, responding to FCC questions, and possibly making changes to the product if necessary to obtain the approval. We believe that, after obtaining UL listing, the FCC approval will be forthcoming as we believe XTRAX® meets the FCC requirements.
|
·
|
Following the UL listing and FCC approval, we will need to get technical approval from the cellular network carriers, which test the product for possible interference with other products using the network. Similarly to the UL and FCC approval process, the cellular network approval process involves submitting samples and information, testing by the carriers, responding to the carriers’ questions, and possibly making changes to the product if necessary to obtain the approval. We believe that the product will be approved by the carriers.
|
·
|
the communication of the system performance data via the cellular network or by microwave or satellite (the XTRAX® unit does not currently have the capacity for transmission via microwave and satellite); and
|
·
|
the ability to provide real-time energy production values and system failure parameters.
|
Name
|
Age
|
Positions with the Company
|
||
Mohit Bhansali
|
38
|
President, Secretary and Director
|
||
Ezra Green
|
52
|
Chief Executive Officer, Chief Financial Officer, Treasurer and Director
|
||
Gary Ross
|
50
|
Director
|
||
Gelvin Stevenson
|
69
|
Director
|
Name and Principal Position
|
Year
|
Salary
($)
|
Stock
Awards
($) (1)
|
All Other
Compensation
($)
|
Total ($)
|
|||||||||||||
Mohit Bhansali (2)
|
2011
|
0
|
0
|
0
|
0
|
|||||||||||||
(Current President, Secretary and Director)
|
2012
|
0
|
—
|
52,074
|
52,074
|
Stock Awards
|
||
Name
|
Number of Shares that have not Vested
|
Market Value of Shares that have not Vested
|
Mohit Bhansali
|
99,987,953(1)
|
$9,998,795 (2)
|
(1)
|
The shares shall vest upon the occurrence of a “Qualified Transaction”,
unless accelerated by the Board of Directors or any committee designated by the Board of Directors. If vesting has not occurred by the close of business on June 1, 2016, the shares shall be forfeited and the ownership thereof shall revert back to the Company. “Qualified Transaction” shall mean one or more acquisitions or dispositions by the Company of any business, assets, stock, licenses, interests or properties (including, without limitation, intellectual property rights) approved by the stockholders of the Company or any acquisition involving assets, shares of capital stock, any purchase, merger, consolidation, recapitalization, or reorganization or involving any licensing, royalties, sharing arrangement or otherwise, which value of such Qualified Transaction is in excess of $25,000,000 for the Company’s interest therein. For purposes hereof, the value of a Qualified Transaction shall take into account all cash, stock, present value of all royalties, settlement amounts, future payments, license fees received or owed, and all other consideration associated with such acquisition of any kind whatsoever.
|
(2)
|
Based on the sales price paid by certain selling stockholders in our most recent private placement on May 29, 2012.
|
·
|
each person known by us to beneficially own more than 5.0% of our common stock;
|
·
|
each of our directors;
|
·
|
each of the named executive officers; and
|
·
|
all of our directors and executive officers as a group.
|
Name and Address of Beneficial Owner
|
Number of Shares Beneficially Owned(1)
|
Percentage Beneficially Owned (1)
|
||
Mohit Bhansali
All directors and executive officers as a group (1 person)(2)
|
100,988,153 (2)
|
90.10%
|
(1)
|
Shares of common stock beneficially owned and the respective percentages of beneficial ownership of common stock assumes the exercise of all options, warrants and other securities convertible into common stock beneficially owned by such person or entity currently exercisable or exercisable within 60 days of December 17, 2013. Shares issuable pursuant to the exercise of stock options and warrants exercisable within 60 days are deemed outstanding and held by the holder of such options or warrants for computing the percentage of outstanding common stock beneficially owned by such person, but are not deemed outstanding for computing the percentage of outstanding common stock beneficially owned by any other person.
|
(2)
|
Includes
99,987,953 shares that have not yet vested. The shares shall vest upon the occurrence of a “Qualified Transaction”,
unless accelerated by the Board of Directors or any committee designated by the Board of Directors. If vesting has not occurred by the close of business on June 1, 2016, the shares shall be forfeited and the ownership thereof shall revert back to the Company. “Qualified Transaction” shall mean one or more acquisitions or dispositions by the Company of any business, assets, stock, licenses, interests or properties (including, without limitation, intellectual property rights) approved by the stockholders of the Company or any acquisition involving assets, shares of capital stock, any purchase, merger, consolidation, recapitalization, or reorganization or involving any licensing, royalties, sharing arrangement or otherwise, which value of such Qualified Transaction is in excess of $25,000,000 for the Company’s interest therein. For purposes hereof, the value of a Qualified Transaction shall take into account all cash, stock, present value of all royalties, settlement amounts, future payments, license fees received or owed, and all other consideration associated with such acquisition of any kind whatsoever.
|
Ownership Before Offering
|
Ownership After Offering(1)
|
||||||||||||||
Selling Stockholder
|
Number of
shares of
common stock
beneficially owned
|
Number of
shares
offered
|
Number of
shares of
common stock
beneficially
owned
|
Percentage of
common stock
beneficially owned
|
|||||||||||
Auracana LLC (2)
|
50,000
|
50,000
|
--
|
--
|
|||||||||||
Benjamin Brauser
|
10,000
|
10,000
|
--
|
--
|
|||||||||||
William Dealy
|
2,500
|
2,500
|
--
|
--
|
|||||||||||
David Frydman
|
1,000
|
1,000
|
--
|
--
|
|||||||||||
Grander Holdings, Inc. 401(k) Profit Sharing Plan (3)
|
50,000
|
50,000
|
--
|
--
|
|||||||||||
Ezra Green
|
10,000
|
10,000
|
--
|
--
|
|||||||||||
Barry Honig
|
4,600,000
|
4,600,000
|
--
|
--
|
|||||||||||
Edward Karr
|
50,000
|
50,000
|
--
|
--
|
|||||||||||
Renee Kesner
|
4,595,455 (4) (5)
|
4,595,455 (4) (5)
|
--
|
--
|
|||||||||||
Carol Martin
|
10,000
|
10,000
|
--
|
--
|
|||||||||||
Paradox Capital Partners (5)
|
4,595,455 (4)
|
4,595,455 (4))
|
--
|
--
|
|||||||||||
Milo Silberstein
|
2,500
|
2,500
|
--
|
--
|
|||||||||||
Stetson Capital Investments, Inc. (6)
|
10,000
|
10,000
|
--
|
--
|
|||||||||||
Andrew Uribe
|
1,000
|
1,000
|
--
|
--
|
(1)
|
Represents the amount of shares that will be held by the selling stockholders after completion of this offering based on the assumptions that (a) all shares registered for sale by the registration statement of which this prospectus is part will be sold and (b) that no other shares of our common stock beneficially owned by the selling stockholders are acquired or are sold prior to completion of this offering by the selling stockholders. However, the selling stockholders may sell all, some or none of the shares offered pursuant to this prospectus and may sell other shares of our common stock that they may own pursuant to another registration statement under the Securities Act of 1933 or sell some or all of their shares pursuant to an exemption from the registration provisions of the Securities Act of 1933, as amended, including under Rule 144. To our knowledge there are currently no agreements, arrangements or understanding with respect to the sale of any of the shares that may be held by the selling stockholders after completion of this offering or otherwise.
|
(2)
|
Glenn Kesner is the President of Auracana LLC and, in such capacity, has voting and dispositive power over the securities held for the account of this selling stockholder.
|
(3)
|
Michael Brauser is the Trustee of Grander Holdings, Inc. 401(k) Profit Sharing Plan and, in such capacity, has voting and dispositive power over the securities held for the account of this selling stockholder.
|
(4)
|
Includes (i) 45,455 shares of our common stock held by Renee Kesner and 4,550,000 shares of our common stock held by Paradox Capital Partners, LLC. Harvey Kesner and Renee Kesner are husband and wife.
|
(5)
|
Harvey Kesner is the Manager of Paradox Capital Partners, LLC and, in such capacity, has voting and dispositive power over the securities held for the account of this selling stockholder.
|
(6)
|
John Stetson is the President of Stetson Capital Investments, Inc. and, in such capacity, has voting and dispositive power over the securities held for the account of this selling stockholder.
|
•
|
112,083,038 shares of common stock; and
|
|
•
|
No shares of preferred stock
|
•
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
•
|
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
|
•
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
•
|
conducting business in places where business practices and customs are unfamiliar and unknown;
|
•
|
an exchange distribution in accordance with the rules of the applicable exchange;
|
|
•
|
privately negotiated transactions;
|
|
•
|
settlement of short sales entered into after the date of this prospectus;
|
|
•
|
broker-dealers may agree with the selling stockholders to sell a specified number of the shares at a stipulated price per share;
|
•
|
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
|
•
|
a combination of any of these methods of sale; or
|
|
•
|
any other method permitted pursuant to applicable law.
|
·
|
Unaudited Interim Financial Statements for the quarter ended September 30 , 2013
|
·
|
Audited Financial Statements for the period of January 18, 2008 (Date of Inception) to December 31, 2012
|
September 30,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$ | 24,529 | $ | 5,564 | ||||
Marketable securities - available-for-sale
|
479,998 | - | ||||||
Accounts receivable
|
426 | - | ||||||
Total current assets
|
504,953 | 5,564 | ||||||
Property and equipment, net of accumulated depreciation of $2,436 and 1,250, respectively.
|
24,414 | 23,750 | ||||||
TOTAL ASSETS
|
$ | 529,367 | $ | 29,314 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$ | 1,250 | $ | - | ||||
Accrued interest
|
- | 289 | ||||||
Note payable
|
- | 15,000 | ||||||
Tax payable
|
27,500 | - | ||||||
Deferred tax payble
|
121,522 | - | ||||||
Total Current Liabilities
|
150,272 | 15,289 | ||||||
TOTAL LIABILITIES
|
150,272 | 15,289 | ||||||
COMMITMENTS AND CONTINGENCIES (Note 11)
|
- | - | ||||||
Stockholders' Equity
|
||||||||
Preferred stock,$0.0001 par value; 50,000,000 shares authorized;
|
||||||||
0 shares issued and outstanding
|
- | - | ||||||
Common stock, $0.0001 par value*; 200,000,000 shares authorized;
|
||||||||
112,083,038 and 110,430,608 issued and outstanding
|
11,208 | 11,043 | ||||||
Additional paid-in capital
|
5,295,363 | 5,278,224 | ||||||
Unearned compensation
|
(5,216,773 | ) | (5,216,773 | ) | ||||
Retained earnings (deficit)
|
53,401 | (58,469 | ) | |||||
Accumulated other comprehensive income
|
235,896 | - | ||||||
Total stockholders' Equity
|
379,095 | 14,025 | ||||||
Total liabilities and stockholders' deficit
|
$ | 529,367 | $ | 29,314 |
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
January 18, 2008
(Inception) Through
September 30,
|
||||||||||||||||||
2013
|
2012
|
2013
|
2012
|
2013
|
||||||||||||||||
Revenue
|
$ | 213 | $ | - | $ | 426 | $ | - | $ | 426 | ||||||||||
Operating Expenses:
|
||||||||||||||||||||
Stock-based compensation
|
- | 52,069 | - | 52,074 | 52,074 | |||||||||||||||
General and administrative
|
5,900 | 458 | 9,785 | 590 | 11,341 | |||||||||||||||
Professional fees
|
6,250 | 800 | 22,500 | 3,300 | 25,800 | |||||||||||||||
Depreciation and amortization
|
437 | 313 | 1,186 | 625 | 2,436 | |||||||||||||||
Total operating expenses
|
12,587 | 53,640 | 33,471 | 56,589 | 91,651 | |||||||||||||||
Net loss from operations
|
(12,374 | ) | (53,640 | ) | (33,045 | ) | (56,589 | ) | (91,225 | ) | ||||||||||
Other Income (Expense)
|
||||||||||||||||||||
Interest income (expense)
|
- | (40 | ) | - | (121 | ) | (289 | ) | ||||||||||||
Gain on sale of asset
|
- | - | 172,415 | - | 172,415 | |||||||||||||||
Total other income (expense)
|
- | (40 | ) | 172,415 | (121 | ) | 172,126 | |||||||||||||
Net inocme (loss) before income taxes
|
(12,374 | ) | (53,680 | ) | 139,370 | (56,710 | ) | 80,901 | ||||||||||||
Provision (benefit) for income taxes
|
(4,200 | ) | - | 27,500 | - | 27,500 | ||||||||||||||
Net Income (Loss)
|
$ | (8,174 | ) | $ | (53,680 | ) | $ | 111,870 | $ | (56,710 | ) | $ | 53,401 | |||||||
Other Comprehensive Income, net of tax:
|
||||||||||||||||||||
Net unrealized gain on available -for-sale securities
|
235,896 | - | 235,896 | - | 235,896 | |||||||||||||||
Total Comprehensive Income
|
$ | 227,722 | $ | (53,680 | ) | $ | 347,766 | $ | (56,710 | ) | $ | 289,297 | ||||||||
Basic and Diluted Net (Income) Loss per Common Share
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | 0.00 | $ | (0.00 | ) | |||||||||
Weighted Avergage Number of Common Shares Outstanding
|
111,874,171 | 48,725,285 | 111,396,619 | 35,593,151 |
January 18, 2008
|
||||||||||||
(Inception) Through
|
||||||||||||
Nine Months Ended September 30,
|
September 30,
|
|||||||||||
2013
|
2012
|
2013
|
||||||||||
Cash Flows From Operating Activities:
|
||||||||||||
Net income (loss)
|
$ | 111,870 | $ | (56,710 | ) | $ | 53,401 | |||||
Adjustments to reconcile net income (loss) to net
|
||||||||||||
cash provided by (used in) operating activities:
|
||||||||||||
Depreciation and amortization
|
1,186 | 625 | 2,436 | |||||||||
Stock-based compensation expense
|
- | 52,074 | 52,074 | |||||||||
Interest forgiven by related party
|
- | - | 289 | |||||||||
Gain on sale of intangible assets
|
(172,415 | ) | - | (172,415 | ) | |||||||
Changes in assets and liabilities:
|
||||||||||||
Accounts receivable
|
(426 | ) | - | (426 | ) | |||||||
Other current assets
|
- | 500 | - | |||||||||
Accounts payable
|
1,250 | - | 1,250 | |||||||||
Accrued expense
|
- | 121 | - | |||||||||
Tax payable
|
27,500 | - | 27,500 | |||||||||
Net Cash Used In Operating Activities
|
(31,035 | ) | (3,390 | ) | (35,891 | ) | ||||||
Cash Flows From Investing Activities:
|
||||||||||||
Purchase of equipment
|
- | - | (10,000 | ) | ||||||||
Sale of intangible asset
|
50,000 | - | 50,000 | |||||||||
Net Cash Used In Investing Activities
|
50,000 | - | 40,000 | |||||||||
Cash Flows From Financing Activities:
|
||||||||||||
Issuance of common stock
|
- | 6,100 | 20,420 | |||||||||
Net Cash Provided By Financing Activities
|
- | 6,100 | 20,420 | |||||||||
Net increase (decrease) in cash and cash equivalents
|
18,965 | 2,710 | 24,529 | |||||||||
Cash and cash equivalents at beginning of period
|
5,564 | 3,564 | - | |||||||||
Cash and cash equivalents at end of period
|
$ | 24,529 | $ | 6,274 | $ | 24,529 | ||||||
Supplemental Disclosure of Cash Flow Information:
|
||||||||||||
Cash paid during the period for interest
|
$ | - | $ | - | $ | - | ||||||
Cash paid during the period for taxes
|
$ | - | $ | - | $ | - | ||||||
Non-Cash Investing and Financing Transactions:
|
||||||||||||
Deferred tax liability
|
$ | 121,522 | $ | - | $ | 121,522 | ||||||
Stock issued for purchase of assets
|
$ | 2,015 | $ | - | $ | 2,015 | ||||||
Stock received from sale of assets
|
$ | 479,998 | $ | - | $ | 479,998 | ||||||
Stock issued for compensation
|
$ | - | $ | 52,074 | $ | 52,074 | ||||||
Debt forgiveness from related party
|
$ | 15,289 | $ | - | $ | 15,289 |
|
·
|
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.
|
Cost
|
Unrealized Gains
|
Unrealized Losses
|
Fair Value
|
|||||||||||||
ENIP - 599,998 common shares
|
$ | 122,580 | $ | 357,418 | $ | 0 | $ | 479,998 |
September 30, 2013
|
December 31, 2012
|
Estimated Service Lives in Years
|
||||||||||
Production equipment
|
$ | 25,900 | $ | 25,000 | 5-20 | |||||||
Office equipment
|
950 | - | 3 | |||||||||
Total property and equipment
|
26,850 | 25,000 | ||||||||||
Less accumulated depreciation
|
2,436 | 1,250 | ||||||||||
Property and equipment, net
|
$ | 24,414 | $ | 23,750 |
Nine Months Ended September 30,
|
||||||||
2013
|
2012
|
|||||||
Current tax expense
|
$ | 47,380 | $ | - | ||||
Deferred tax benefit
|
(19,880 | ) | - | |||||
Total tax expense
|
$ | 27,500 | $ | - |
Available-For-Sale Securities
|
Accumulated Other Comprehensive Income
|
|||||||
Balance at January 1, 2013
|
$ | - | $ | - | ||||
Available-for-sale securities (net of tax)
|
235,896 | 235,896 | ||||||
Balance at September 30, 2013
|
$ | 235,896 | $ | 235,896 |
Before-Tax Amount
|
Tax Expense
|
Net-of-Tax Amount
|
||||||||||
Unrealized gain on available-for-sale securities
|
$ | 357,418 | $ | 121,522 | $ | 235,896 |
• |
Patents as a group
|
$ | 165 | ||||
• |
Production equipment
|
$ | 900 | ||||
• |
Office equipment
|
$ | 950 | ||||
• |
Trademark
|
$ | 0 | ||||
Total
|
$ | 2,015 |
9/30/2013
|
||||
Cash Received
|
$ | 100,000 | ||
ENIP Common Shares
|
136,200 | |||
Total Fair Value of Sale
|
236,200 | |||
Costs of Sale
|
63,785 | |||
Gain on Sale
|
$ | 172,415 |
SPIRAL ENERGY TECH, INC.
(fka Solid Solar Energy, Inc.)
(A Development Stage Entity)
INDEX TO AUDITED FINANCIAL STATEMENTS
|
||||
Page
|
||||
Report of Independent Registered Public Accounting Firm
|
F-13
|
|||
Balance Sheets at December 31, 2012 and 2011
|
F-14
|
|||
Statements of Operations for the years ended December 31, 2012 and 2011 and the period January 18, 2008 (date of inception) through December 31, 2012
|
F-15
|
|||
Statements of Changes in Shareholders’ Deficit for the period January 18, 2008 (date of inception) through December 31, 2012
|
F-16
|
|||
Statements of Cash Flows for the years ended December 31, 2012 and 2011 and the period January 18, 2008 (date of inception) through December 31, 2012
|
F-17
|
|||
Notes to Audited Financial Statements
|
F-18
|
Messineo & Co, CPAs LLC
2471 N McMullen Booth Rd Ste. 302
Clearwater, FL 33759-1362
T: (727) 421-6268
F: (727) 674-0511
|
|
Spiral Energy Tech, Inc.
|
||||||||||||
(fka Solid Solar Energy, Inc.)
|
||||||||||||
(A Development Stage Entity)
|
||||||||||||
STATEMENTS OF OPERATIONS
|
||||||||||||
|
January 18, 2008
|
|||||||||||
(inception)
|
||||||||||||
December 31,
|
through
|
|||||||||||
2012
|
2011
|
December 31, 2012
|
||||||||||
Revenues
|
$ | - | $ | - | $ | - | ||||||
Operating Expenses:
|
||||||||||||
Compensation expense
|
52,074 | - | 52,074 | |||||||||
General and administrative
|
1,300 | 256 | 1,556 | |||||||||
Professional fees
|
3,300 | - | 3,300 | |||||||||
Depreciation and amortization
|
1,250 | 1,250 | ||||||||||
Total operating expenses
|
57,924 | 256 | 58,180 | |||||||||
Net loss from operations
|
(57,924 | ) | (256 | ) | (58,180 | ) | ||||||
Other income (expense)
|
||||||||||||
Interest expense
|
(162 | ) | (127 | ) | (289 | ) | ||||||
NET LOSS
|
$ | (58,086 | ) | $ | (383 | ) | $ | (58,469 | ) | |||
BASIC AND DILUTED LOSS PER SHARE
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
WEIGHTED AVERAGE NUMBER OF
|
||||||||||||
SHARES OUTSTANDING
|
54,330,966 | 9,245,455 |
Spiral Energy Tech, Inc.
|
||||||||||||||||||||||||
(fka Solid Solar Energy, Inc.)
|
||||||||||||||||||||||||
(A Development Stage Entity)
|
||||||||||||||||||||||||
STATEMENT OF STOCKHOLDERS' EQUITY
|
||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||
Additional
|
Deficit
|
|||||||||||||||||||||||
Common Stock
|
Paid in
|
Unearned
|
Development
|
|||||||||||||||||||||
Shares
|
Amount*
|
Capital
|
Compensation
|
Stage
|
Total
|
|||||||||||||||||||
Balance at Inception, January 18, 2008
|
- | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
Balance at December 31, 2009
|
- | - | - | - | - | - | ||||||||||||||||||
Issuance of common stock for cash to founders, April 13, 2010, at $.0011 per share
|
9,200,000 | 920 | 9,200 | - | - | 10,120 | ||||||||||||||||||
Issuance of common stock for cash, April 13, 2010, at $.0022 per share
|
45,455 | 5 | 95 | - | - | 100 | ||||||||||||||||||
Issuance of common stock for cash, April 21, 2010 at $.05 per share
|
10,000 | 1 | 499 | - | - | 500 | ||||||||||||||||||
Net income
|
- | - | - | - | - | - | ||||||||||||||||||
Balance at December 31, 2010
|
9,255,455 | 926 | 9,794 | - | - | 10,720 | ||||||||||||||||||
Issuance of common stock for cash, July 3, 2011 at $.05 per share
|
72,000 | 7 | 3,593 | - | - | 3,600 | ||||||||||||||||||
Net loss
|
- | - | - | - | (383 | ) | (383 | ) | ||||||||||||||||
Balance at December 31, 2011
|
9,327,455 | 933 | 13,387 | - | (383 | ) | 13,937 | |||||||||||||||||
Issuance of common stock for cash, May 29, 2012 at $.10 per share
|
5,000 | - | 500 | - | - | 500 | ||||||||||||||||||
Issuance of common stock for cash, May 29, 2012 at $.05 per share
|
110,000 | 11 | 5,489 | - | - | 5,500 | ||||||||||||||||||
Issuance of common stock for service, June 4, 2012, valued at $.0522 per share
|
14,163,683 | 1,416 | 737,559 | (738,975 | ) | - | - | |||||||||||||||||
Issuance of common stock for service, July 30, 2012, valued at $.0522 per share
|
85,824,470 | 8,583 | 4,469,215 | (4,477,798 | ) | - | - | |||||||||||||||||
Issuance of common stock for cash July 30, 2012 at $.0001 per share and valued at $.0522 per share
|
1,000,000 | 100 | 52,074 | - | - | 52,174 | ||||||||||||||||||
Net loss
|
- | - | - | - | (58,086 | ) | (58,086 | ) | ||||||||||||||||
Balance at December 31, 2012
|
110,430,608 | $ | 11,043 | $ | 5,278,224 | $ | (5,216,773 | ) | $ | (58,469 | ) | $ | 14,025 |
Spiral Energy Tech, Inc.
|
||||||||||||
(fka Solid Solar Energy, Inc.)
|
||||||||||||
(A Development Stage Entity)
|
||||||||||||
STATEMENTS OF CASH FLOWS
|
||||||||||||
January 18, 2008
|
||||||||||||
December 31,
|
(inception) through
|
|||||||||||
2012
|
2011
|
December 31, 2012
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net loss
|
$ | (58,086 | ) | $ | (383 | ) | $ | (58,469 | ) | |||
Adjustment to reconcile net income to net
|
||||||||||||
cash provided by operations:
|
||||||||||||
Depreciation
|
1,250 | 1,250 | ||||||||||
Stock based compensation
|
52,074 | - | 52,074 | |||||||||
Changes in assets and liabilities:
|
||||||||||||
Other current asset
|
500 | - | - | |||||||||
Accrued expense
|
162 | 127 | 289 | |||||||||
Net cash used in Operating Activities
|
(4,100 | ) | (256 | ) | (4,856 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
Purchase of equipment
|
- | (10,000 | ) | (10,000 | ) | |||||||
Net Cash Used in Investing Activities
|
- | (10,000 | ) | (10,000 | ) | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Issuance of common stock
|
6,100 | 3,100 | 20,420 | |||||||||
Net cash provided by Financing Activities
|
6,100 | 3,100 | 20,420 | |||||||||
Net increase (decrease) in cash and cash equivalents
|
2,000 | (7,156 | ) | 5,564 | ||||||||
Cash and cash equivalents, beginning of period
|
3,564 | 10,720 | - | |||||||||
Cash and cash equivalents, end of period
|
$ | 5,564 | $ | 3,564 | $ | 5,564 | ||||||
Supplemental Cash Flow Information:
|
||||||||||||
Cash paid for interest
|
$ | - | $ | - | $ | - | ||||||
Cash paid for taxes
|
$ | - | $ | - | $ | - | ||||||
Non-Cash Transactions:
|
||||||||||||
Stock issued for compensation
|
$ | 52,074 | $ | - | $ | 52,074 | ||||||
Stock subscription receivable
|
$ | - | $ | 500 | $ | - | ||||||
Note issued for the purchase of equipment
|
$ | - | $ | 15,000 | $ | 15,000 |
|
·
|
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.
|
2012
|
2011
|
|||||||
Production equipment
|
$ | 25,000 | $ | 25,000 | ||||
Less accumulated depreciation
|
1,250 | - | ||||||
Property and equipment, net
|
$ | 23,750 | $ | 25,000 |
|
December 31, 2012
|
December 31, 2011
|
||||||
Income tax expense at statutory rate
|
$ | (19,749 | ) | $ | (130 | ) | ||
Valuation allowance
|
19,749 | 130 | ||||||
Income tax expense per books
|
$ | - | $ | - |
|
December 31, 2012
|
December 31, 2011
|
||||||
NOL Carryover
|
$ | 58,469 | $ | 383 | ||||
Valuation allowance
|
(58,469 | ) | (383 | ) | ||||
Net deferred tax asset
|
$ | - | $ | - |
SEC registration fee
|
$
|
128.11
|
||
Legal fees and expenses
|
$
|
17 ,000.00
|
||
Accounting fees and expenses
|
$
|
2,500.00
|
||
Miscellaneous
|
$
|
0
|
||
TOTAL
|
$
|
19,628.11
|
SPIRAL ENERGY TECH., INC.
(Registrant)
|
|||
By:
|
/s/ Ezra Green
|
||
Name:
|
Ezra Green
|
||
Title:
|
Chief Executive Officer
(Principal Executive Officer)
|
Name
|
Title
|
Date
|
||
/s/ Mohit Bhansali
|
President, Secretary and Director
|
December 19 , 2013
|
||
Mohit Bhansali
|
||||
/s/ Ezra Green
|
Chief Executive Officer, Chief Financial Officer, Treasurer (Principal Accounting Officer), and Director
|
December 19 , 2013
|
||
Ezra Green
|
||||
/s/ Gary Ross
|
Director
|
December 19, 2013
|
||
Gary Ross
|
||||
/s/ Gelvin Stevenson
|
Director
|
December 19, 2013
|
||
Gelvin Stevenson
|
Exhibit
No.
|
|
Exhibit Description
|
|
3.1
|
|
Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on August 16, 2012)
|
|
3.2
|
Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed on August 16, 2012)
|
||
3.3
|
Certificate of Amendment to Amended and Restated Articles of Incorporation
|
||
3.4
|
Bylaws (Incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1 filed on August 16, 2012)
|
||
5.1*
|
Opinion of ___________________________
|
||
10.1
|
Form of Subscription Agreement (Incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed on August 16, 2012)
|
||
10.2
|
Agreement of Sale by and among Solid Solar Energy, Inc., Clear Skies Solar, Inc. and Clear Skies Financial Corp., dated December 9, 2011 (Incorporated by reference to Exhibit 10.2 to the amended Registration Statement on Form S-1 filed on August 7, 2013)
|
||
10.3**
|
Restricted Stock Agreement by and between Solid Solar Energy, Inc. and Mohit Bhansali, dated June 4, 2012 (Incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 filed on August 16, 2012)
|
||
10.4**
|
Restricted Stock Agreement by and between Solid Solar Energy, Inc. and Mohit Bhansali, dated July 30, 2012 (Incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 filed on August 16, 2012)
|
||
10.5**
|
Management Equity Subscription Agreement by and between Solid Solar Energy, Inc. and Mohit Bhansali, dated July 30, 2012 (Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed on August 16, 2012)
|
||
10.6
|
Intellectual Property Purchase Agreement by and among Solid Solar Energy, Inc., Ragonap Enterprises, Inc. and Carbon 612 Corporation, dated April 25, 2013 (Incorporated by reference to Exhibit 10.6 to the amended Registration Statement on Form S-1 filed on August 7, 2013)
|
||
10.7
|
Form of Lockup Agreement (Incorporated by reference to Exhibit 10.7 to the amended Registration Statement on Form S-1 filed on August 7, 2013)
|
||
10.8
|
Patent Assignment Agreement by and between Solid Solar Energy, Inc. and Ragonap Enterprises, Inc. dated April 25, 2013 (Incorporated by reference to Exhibit 10.8 to the amended Registration Statement on Form S-1 filed on August 7, 2013)
|
||
10.9
|
Trademark Assignment Agreement by and between Solid Solar Energy, Inc. and Carbon 612 Corporation, dated April 25, 2013 (Incorporated by reference to Exhibit 10.9 to the amended Registration Statement on Form S-1 filed on August 7, 2013)
|
||
10.10
|
Patent Purchase Agreement by and among Solid Solar Energy, Inc., Finishing Touches Home Goods, Inc. and IP Acquisition Sub I, Inc., dated May 13, 2013 (Incorporated by reference to Exhibit 10.10 to the amended Registration Statement on Form S-1 filed on August 7, 2013)
|
||
10.11
|
Proceeds Interest Agreement by and among Solid Solar Energy, Inc., Finishing Touches Home Goods, Inc. and IP Acquisition Sub I, Inc., dated May 13, 2013 (Incorporated by reference to Exhibit 10.11 to the amended Registration Statement on Form S-1 filed on August 7, 2013)
|
||
10.12
|
Consulting Agreement by and between Spiral Energy Tech., Inc. and Ragonap Enterprises, Inc., dated May 30, 2013 (Incorporated by reference to Exhibit 10.12 to the amended Registration Statement on Form S-1 filed on August 7, 2013)
|
||
10.13**
|
First Amendment to June 4, 2012 Restricted Stock Agreement (Incorporated by reference to Exhibit 10.13 to the amended Registration Statement on Form S-1 filed on August 7, 2013)
|
||
10.14**
|
First Amendment to July 30, 2012 Restricted Stock Agreement (Incorporated by reference to Exhibit 10.14 to the amended Registration Statement on Form S-1 filed on August 7, 2013)
|
||
10.15
|
Debt Forgiveness Agreement by and among Spiral Energy Tech., Inc., Clear Skies Solar, Inc. and Clear Skies Financial Corp., dated June 1, 2013 (Incorporated by reference to Exhibit 10.15 to the amended Registration Statement on Form S-1 filed on August 7, 2013)
|
||
10.16
|
Addendum to Debt Forgiveness Agreement by and among Spiral Energy Tech., Inc., Clear Skies Solar, Inc. and Clear Skies Financial Corp., dated June 1, 2013
|
||
10.17
|
Form of Indemnification Agreement
|
||
21.1
|
List of Subsidiaries (Incorporated by reference to Exhibit 21.1 to the Registration Statement on Form S-1 filed on August 16, 2012)
|
||
23.1
|
Consent of Messineo & Co. CPAs LLC
|
||
23.2*
|
Consent of _______________________ (Included in Exhibit 5.1)
|
|
1.
|
General Release
. As consideration for forgiveness of the Debt as set forth in the Forgiveness Agreement, the Company and its affiliates, subsidiaries, officers, directors, employees, agents, successors and assigns hereby release, discharge and forever acquit the Sellers and their affiliates from any and all liabilities, costs, damages, penalties, assessments, remedies, claims, orders, judgments, and expenses of any kind or nature.
|
|
2.
|
Governing Law
. This Agreement shall be governed and construed in accordance with the laws of the New York, United States of America.
|
|
3.
|
Notices
. All notices and other communication to be given under or by reason of this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or by internationally recognized courier service, addressed as follows:
|
if to Sellers:
|
Clear Skies Solar, Inc.
|
3665 Merrick Road, Seaford, New York 11783
|
SPIRAL ENERGY TECH., INC.
|
|||
By:
|
|||
Name:
|
|||
Title:
|
|||
INDEMNITEE
|
||||
By:
|
||||
Name:
|
||||
Address:
|
||||
Messineo & Co., CPAs LLC
2471 N McMullen Booth Rd, Suite. 302
Clearwater, FL 33759-1362
T: (727) 421-6268
F: (727) 674-0511
|