U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 2015
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
Commission File No. 000-54435
|
|
SOLEIL CAPITAL L.P.
(Exact name of registrant as specified in its charter)
|
Delaware
|
45-1740641 |
|
| (State or other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
|
4401 NW 167 th Street, Miami, FL |
33055 |
|
| (Address of Principal Executive Offices) | (Zip Code) |
Issuer's Telephone Number: (954) 684-8288
|
787 Adeline Ave., San Jose, CA |
95136 |
| (Former Address of Principal Executive Offices) | (Zip Code) |
(Former name, former address and former
Fiscal quarter, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days
[X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[ ] Yes [X] No
1
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” "non-accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large accelerated filer |
[ ] | Accelerated filer | [ ] |
| Non-accelerated filer | [ ] |
Smaller reporting company |
[X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] Yes [X] No
State the number of common units outstanding of each of the issuer's classes of common equity, as of the last practicable date: The number of the Registrant's voting and non-voting common units representing limited partner interests outstanding as of August 19, 2015 was 27,312,125
2
TABLE OF CONTENTS
| Page | ||
| PART I - FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | 4 |
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
12 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 16 |
| Item 4. | Controls and Procedures | 16 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 17 |
| Item 1A. | Risk Factors | 17 |
| Item 2. | Unregistered Sale of Equity Securities and Use of Proceeds | 17 |
| Item 3. | Defaults Upon Senior Securities | 18 |
| Item 4. | Mine Safety Disclosures | 18 |
| Item 5. | Other Information | 18 |
| Item 6. | Exhibits | 18 |
| SIGNATURES | 19 | |
3
PART I - FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
SOLEIL
CAPITAL L.P.
BALANCE SHEETS
(UNADUDITED)
4
SOLEIL CAPITAL L.P.
STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2015 | 2014 | 2015 | 2014 | |||||||||||||
| REVENUES | $ | — | $ | — | $ | 342 | $ | — | ||||||||
| EXPENSES: | ||||||||||||||||
| General and administrative | 23,822 | 12,709 | 30,245 | 18,959 | ||||||||||||
| TOTAL EXPENSES | 23,822 | 12,709 | 30,245 | 18,959 | ||||||||||||
| NET LOSS | (23,822 | ) | (12,709 | ) | (29,903 | ) | (18,959 | ) | ||||||||
| LOSS PER COMMON UNIT | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||
| Weighted-Average Common Units Outstanding — Basic and Diluted | 20,628,792 | 13,127,125 | 18,957,958 | 13,127,125 | ||||||||||||
5
| SOLEIL CAPITAL L.P. |
| STATEMENT OF CASH FLOWS |
| (UNAUDITED) |
6
| SOLEIL CAPITAL L.P. |
| Statements of Changes in Partners’ Capital |
| Common | Partners' | Accumulated | Total | ||
| units | Capital | Deficit | Partner's Capital | ||
| Balance at December 31, 2013 | 13,127,125 | 5,448,333 | (124,825) | 5,323,508 | |
| Sale of Common Units | 200,000 | 100,000 | 100,000 | ||
| Execution of Stock Options | 3,960,000 | ||||
| Net Loss | (5,419,826) | (5,419,826) | |||
| Balance at December 31, 2014 | 17,287,125 | 5,548,333 | (5,544,651) | 3,682 | |
| Shares Issued in exchange for services | 25,000 | 12,500 | 12,500 | ||
| Private Placement | 10,000,000 | 100,000 | 100,000 | ||
| Net Loss | (29,903) | (29,903) | |||
| Balance at June 30, 2015 | 27,312,125 | 5,660,833 | (5,574,554) | 86,279 | |
7
SOLEIL
CAPITAL L.P. (A DEVELOPMENT STAGE COMPANY)
QUARTER ENDED JUNE 30,2015
NOTE 1: BASIS OF PRESENTATION AND BUSINESS DESCRIPTION
The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company’s most recent audited financial statements and notes hereto as of December 31, 2014. Operating results for the three and six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015, or any other period.
Soliel Capital L.P. (the “Company”, “we”, “our”) was incorporated in New York on July 19, 2004, as Jobsinsite,.com, Inc., Our Articles of incorporation were amended on August 5, 2004, to change our name to Jobsinsite, Inc. on June 18, 2009 we merged with a Delaware corporation and became Jobsinsite, Inc., and on July 1, 2009 we filed articles of conversion with the secretary of state of Delaware and became Soleil Capital L.P., a Delaware limited partnership.
On May 29, 2015, the Company, entered into a Share Purchase Agreement with Kevin Frija for a private placement (“Private Placement”) of up to 50,000,000 common units representing limited partnership interest of the Company.
The Private Placement is expected to occur in multiple tranches. For the first tranche, on June 4, 2015, the Company issued 10,000,000 shares of its Common Units to the Kevin Frija at a purchase price of $0.01 per share, resulting in gross proceeds of $100,000 to the Company. In subsequent tranches, Kevin Frija will purchase an additional 40,000,000 Common Units. The Company expects to receive gross proceeds of $400,000 in the aggregate upon the closing of the subsequent tranches of the Private Placement, which is expected to begin in the third quarter and be completed by September, 2016. No placement agent participated in the Private Placement.
In connection with the Share Purchase Agreement, the Company has named Kevin Frija chief executive officer and chairman of the board of directors of the Company and as a manager of the Company’s general partner, Soleil Capital Management LLC. Contemporaneous with Mr. Frija’s appointment as chief executive officer and chairman of the board of Directors, the Company’s current chief executive officer and chairman of the board of directors, Messrs. Jon Pan and Greg Pan, respectively, have resigned from their respective positions. Notwithstanding, Mr. Greg Pan continues to serve as a member of the board of directors of the Company and as a manager of the Company’s general partner, Soleil Capital Management LLC and Mr. Jon Pan continues to serve as a consultant to the Company. In consideration and as severance, for Jon Pan’s resignation as chief executive officer, the Company and Soleil Capital Management LLC have entered into that certain Share Purchase Agreement with Jon Pan wherein the Company agreed to grant Jon Pan the right to purchase 10,000,000 of the Company’s Common Units, at a price of $0.01 per share.
8
Business Description
The Company is engaged in various monetization strategies of a portfolio of patents the Company owns in both the US and China, covering electronic cigarette, electronic cigar and personal vaporizer patents. We currently market a brand of electronic cigarettes marketed under the brand “Red” in the United States and are undertaking efforts to establish distribution of our electronic cigarette brand in China. We are currently also identifying electronic cigarette companies that may be infringing our patents and exploring options to license and or enforce our patents.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Cash
Cash and cash equivalents includes all cash deposits and highly liquid financial instruments with an original maturity of three months or less.
Revenue recognition
The Company follows the guidance of the Securities and Exchange Commission's Staff Accounting Bulletin 104 for revenue recognition. In general, the Company has historically recorded revenue after payments for services have been received, which is at the time services are provided.
Fair Value Measurements
We adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.
The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of
9
unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
|
Level
1 — quoted prices in active markets for identical assets or liabilities
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) |
Recent Accounting Pronouncements
We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.
NOTE 3: GOING CONCERN
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated minimal revenues since inception and has an accumulated loss of $5,570,554 at June 30, 2015. The continuation of the Company as a going concern is dependent upon, among other things, the continued financial support from its shareholders, the ability of the Company to obtain necessary equity or debt financing, and the attainment of profitable operations. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. There is no assurance that the Company will be able to generate revenues in the future. These financial statements do not give any effect to any adjustments that would be necessary should the Company be unable to continue as a going concern.
NOTE 4: ASSET PURCHASE AND INTANGIBLE ASSET
On December 27, 2013, the Company entered into a patent acquisition agreement (the "Purchase Agreement"), by and among Soleil and Guocheng "Greg" Pan, a natural person, pursuant to which Soleil agreed to purchase certain electronic cigarette patents owned and invented by Mr. Pan (the "Purchased Assets"). Under the terms of the Purchase Agreement and in consideration for the acquisition of the Purchased Assets, Soleil issued to Mr. Pan (and certain of his designees) 10,501,700 common units representing limited partnership units of Soleil and a warrant to purchase 2,000,000 common units representing limited partnership units of Soleil. The warrants entitle Mr. Pan (or his designees) to purchase Soleil common units at $0.15 per common unit with an expiration date ten years from the effective date of the Purchase Agreement. The company accounted for the acquisition in accordance with ASC 805-50-15 as an acquisition of assets rather than a business.
Patents were valued based on a certified appraisal received by the Company. The Company took into consideration the appraisal, number of shares issued, warrants issued, valuation of the traded stock at the time of issuance and similar patents sold during the year. Based on these assumptions the Company has valued the assets purchased at approximately $5.5 million at the time of purchase. During the year ended December 31, 2014 the Company determined due to lack of sales and projected sales and completion in the industry the value of the patent should be significantly
10
reduced. As a result the Company has written off the entire patent.
NOTE 5: PARTNER EQUITY/COMMON UNITS
On May 29, 2015, the Company, entered into a Share Purchase Agreement with Kevin Frija for a private placement (“Private Placement”) of up to 50,000,000 common units representing limited partnership interest of the Company.
The Private Placement is expected to occur in multiple tranches. For the first tranche, on June 4, 2015, the Company issued 10,000,000 shares of its Common Units to Kevin Frija at a purchase price of $0.01 per share, resulting in gross proceeds of $100,000 to the Company. In subsequent tranches, Kevin Frija will purchase an additional 40,000,000 Common Units. The Company expects to receive gross proceeds of $400,000 in the aggregate upon the closing of the subsequent tranches of the Private Placement, which is expected to begin in the third quarter of 2015 and be completed by September, 2016. No placement agent participated in the Private Placement.
In connection with the Share Purchase Agreement, the Company has named Kevin Frija chief executive officer and chairman of the board of directors of the Company and as a manager of the Company’s general partner, Soleil Capital Management LLC. Contemporaneous with Mr. Frija’s appointment as chief executive officer and chairman of the board of Directors, the Company’s current chief executive officer and chairman of the board of directors, Messrs. Jon Pan and Greg Pan, respectively, have resigned from their respective positions. Notwithstanding, Mr. Greg Pan continues to serve as a member of the board of directors of the Company and as a manager of the Company’s general partner, Soleil Capital Management LLC and Mr. Jon Pan continues to serve as a consultant to the Company. In consideration and as severance, for Jon Pan’s resignation as chief executive officer, the Company and Soleil Capital Management LLC have entered into that certain Share Purchase Agreement with John Pan wherein the Company agreed to grant Jon Pan the right to purchase 10,000,000 of the Company’s Common Units, at a price of $0.01 per share.
In April 2015, the Company issued 25,000 of the Company’s Common Units to Gordon Hung in exchange for services for the Company valued at $12,500.
NOTE 6: COMMITMENTS AND CONTINGENCIES
Legal Matters
From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of June 30, 2014, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations and there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.
NOTE 7: SUBSEQUENT EVENTS
The Company, Soleil Capital Management LLC and Greg Pan entered into a Termination of Share Purchase Agreement on August 18, 2015, which terminated the Share Purchase Agreement, dated June 1, 2015, among the Company, Soleil Capital Management LLC and Greg Pan.
11
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This Report contains statements that we believe are, or may be considered to be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Report regarding the prospects of our industry or our prospects, plans, financial position or business strategy, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as “may,” “will,” “expect,” “intend,” “estimate,” “foresee,” “project,” “anticipate,” “believe,” “plans,” “forecasts,” “continue” or “could” or the negatives of these terms or variations of them or similar terms. Furthermore, such forward-looking statements may be included in various filings that we make with the SEC or press releases or oral statements made by or with the approval of one of our authorized executive officers. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements contained herein, which reflect management’s opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements. You are advised, however, to consult any additional disclosures we make in our reports to the SEC. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this Report.
Unless stated otherwise, the words “we,” “us,” “our,” the “Company,” in this section collectively refer to Soleil Capital L.P..
BUSINESS OVERVIEW
Soliel Capital L.P. (the “Company”, “we”, “our”) was incorporated in New York on July 19, 2004, as Jobsinsite,.com, Inc., Our Articles of incorporation were amended on August 5, 2004, to change our name to Jobsinsite, Inc. on June 18, 2009 we merged with a Delaware corporation and became Jobsinsite, Inc., and on July 1, 2009 we filed articles of conversion with the secretary of state of Delaware and became Soleil Capital L.P., a Delaware limited partnership.
On December 27, 2013, the Company entered into a patent acquisition agreement (the "Purchase Agreement"), by and among Soleil and Guocheng "Greg" Pan, a natural person, pursuant to which Soleil agreed to purchase certain electronic cigarette and personal vaporizer patents owned and invented by Mr. Pan (the "Purchased Assets"). Under the terms of the Purchase Agreement and in consideration for the acquisition of the Purchased Assets, Soleil issued to Mr. Pan (and certain of his designees) 10,501,700 common units representing limited partnership units of Soleil and a warrant to purchase 2,000,000 common units representing limited partnership units of Soleil. The warrants entitle Mr. Pan (or his designees) to purchase Soleil common units at $0.15 per common unit with an expiration date ten years from the effective date of the Purchase Agreement.
12
The patents were originally valued based on number of shares issued, warrants issued, valuation of the traded stock at the time of issuance and similar patents sold during the year. Based on these assumptions the Company has valued the assets purchased at approximately $5.5 million at the time of purchase. During the year ended December 31, 2014 the Company determined due to lack of sales and projected sales and completion in the industry the value of the patent should be significantly reduced. As a result the Company has written off the entire patent.
On May 29, 2015, The Company, entered into a Share Purchase Agreement with Kevin Frija for a private placement (“Private Placement”) of up to 50,000,000 common units representing limited partnership interest of the Company.
The Private Placement is expected to occur in multiple tranches. For the first tranche, on June 4, 2015, the Company issued 10,000,000 shares of its Common Units to Kevin Frija at a purchase price of $0.01 per share, resulting in gross proceeds of $100,000 to the Company. In subsequent tranches, Kevin Frija will purchase an additional 40,000,000 Common Units. The Company expects to receive gross proceeds of $400,000 in the aggregate upon the closing of the subsequent tranches of the Private Placement, which is expected to begin in the third quarter of 2015 and be completed by September, 2016. No placement agent participated in the Private Placement.
In connection with the Share Purchase Agreement, the Company has named Kevin Frija chief executive officer and chairman of the board of directors of the Company and as a manager of the Company’s general partner, Soleil Capital Management LLC. Contemporaneous with Mr. Frija’s appointment as chief executive officer and chairman of the board of Directors, the Company’s current chief executive officer and chairman of the board of directors, Messrs. Jon Pan and Greg Pan, respectively, have resigned from their respective positions. Notwithstanding, Mr. Greg Pan continues to serve as a member of the board of directors of the Company and as a manager of the Company’s general partner, Soleil Capital Management LLC and Mr. Jon Pan continues to serve as a consultant to the Company. In consideration and as severance, for Jon Pan’s resignation as chief executive officer, the Company and Soleil Capital Management LLC have entered into that certain Share Purchase Agreement with Jon Pan wherein the Company agreed to grant Jon Pan the right to purchase 10,000,000 of the Company’s Common Units, at a price of $0.01 per share.
Business Description
The Company is engaged in various monetization strategies of a portfolio of patents the Company owns in both the US and China, covering electronic cigarette, electronic cigar and personal vaporizer patents. We currently market a brand of electronic cigarettes marketed under the brand “Red” in the United States and are undertaking efforts to establish distribution of our electronic cigarette brand in China. We are currently also identifying electronic cigarette companies that may be infringing our patents and exploring options to license and or enforce our patents
Since our inception the company has generated nominal revenues through the sale of software items related to the job search industry and in 2009 Management actively explored opportunities to manage private capital, specifically the Company had plans to sponsor and manage limited partnerships organized for the purpose of exploring opportunities to acquire securities in secondary transactions of venture backed businesses and dispensing capital to seed stage venture capital opportunities. As a result of the Company's new business direction and in an effort to establish operations in the venture capital and private equity industry, the Company has reorganized the business and restructured the Company as a public limited partnership. In 2013, Management identified an opportunity to acquire a portfolio of electronic cigarette and personal
13
vaporizers patents. In connection with this transaction the Company’s business objectives pivoted and the Company is now focusing its efforts on the electronic cigarette and personal vaporizer industry and is pursuing plans to commercialize and monetize its portfolio of electronic cigarette and personal vaporizer patents.
How We Plan to Generate Revenue
Soleil Capital is a technology holding company whose assets include issued U.S. and Chinese electronic cigarette and personal vaporizer patents and related components.
Our portfolio of electronic cigarette and personal vaporizer patents (the ”Patents”) are the basis for our efforts to:
| • | Design, market and distribute a line of electronic cigarettes sold under the “RED” brand; |
| • |
Prosecute
and enforce our patent rights;
|
| • |
License
our intellectual property; and,
|
| • | Develop private label manufacturing programs. |
Results of Operations:
The following discussion should be read in conjunction with our unaudited condensed financial statements and the related notes that appear elsewhere in this Quarterly Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Quarterly Report. Our financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of our products and through equity or debt securities.
Employees
We currently have no employees.
14
Comparison of the Six Months Period Ended June 30, 2015 to the Six Month Period Ended June 30, 2014
Revenues
Revenues for the six months ended June 30, 2015 were $342 as compared to $-0- for the six months ended June 30, 2014. Increase is a result of sales of the e-cigarettes in the quarter.
Operating Expenses
Operating expenses for the six months ended June 30, 2015 were $30,245 as compared to $18,959 for the six months ended June 30, 2014. The increases in expenses are due to increases in professional fees and selling expenses.
Net Loss
Net loss for the six months ended June 30, 2015 was $(29,903) compared to a net loss of $(18,959) for the six months ended June 30, 2014. Loss was a result of professional fees and sales expenses paid by the Company.
Comparison of the Three Month Period Ended June 30, 2015 to the Three Month Period Ended June 30, 2014
Revenues
Revenues for the quarter ended June 30, 2015 were $-0- as compared to $-0- for the quarter ended June 30, 2014. The increase is a result of sales of the e-cigarettes in the quarter
Operating Expenses
Operating expenses for the quarter ended June 30, 2015 were $23,822 as compared to $12,709 for the quarter ended June 30, 2014. The increase in expenses during 2015 are due to professional fees and selling expenses.
Net Loss
Net loss for the quarter ended June 30, 2015 was $(23,822) compared to a net loss of $(12,709) for the quarter ended June 30, 2014. Increase loss was a result of professional fees and selling expenses for the quarter.
Liquidity and Capital Resources
The Company realized cash used in operations of $23,163 for the six months ended June 30, 2015 as compared to $6,375 used in six months ended June 30, 2014. Increase in cash used is mainly a result of the net loss for the quarter and $5,760 of accounts payable paid,offset by stock issued for services during the year.
15
During the six months ended June 30, 2014 the Company was provided cash from financing activities of $6,375 as compared to $108,000 provided for the six months ended June 30, 2015. The increase was a result of additional advances from stockholder for the period and a $100,000 private placement offering of common units.
Assets
At June 30, 2015 and December 31, 2014, we had total assets of $94,279 and $9,442. Assets consist of the cash accounts held by the Company.
Liabilities
Our total liabilities were $-8,000 at June 30, 2015, compared to $5,760 at December 31, 2014. The decrease was primarily due to a reduction of accounts payables paid by the Company in the current quarter reduction of the balance due for advances from a shareholder.
At this time, we have not secured or identified any additional financing to execute our plan of operations over the next 12 months. We do not have any firm commitments nor have we identified sources of additional capital from third parties or from shareholders. There can be no assurance that additional capital will be available to us, or that, if available, it will be on terms satisfactory to us. Any additional financing may involve dilution to our shareholders. In the alternative, additional funds may be provided from cash flow in excess of that needed to finance our day-to-day operations, although we may never generate this excess cash flow. If we do not raise additional capital or generate additional funds, implementation of our plans for expansion will be delayed. If necessary we may withdraw from certain growth strategies to conserve cash for continued operation.
Off –Balance Sheet Operations
We do not have any off-balance sheet operations.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
16
With respect to the period ending June 30, 2015, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934.
Based upon our evaluation regarding the period ending June 30, 2015, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.
The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. However, the Company’s management, including its Chief Executive Officer, does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
PART II
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Not applicable.
Item 1A. Risk Factors.
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On May 29, 2015, The Company, entered into a Share Purchase Agreement with Kevin Frija for a private placement (“Private Placement”) of up to 50,000,000 common units representing limited partnership interest of the Company. The Private Placement is expected to occur in multiple tranches. For the first tranche, on June 4, 2015, the Company issued 10,000,000 shares of its unregistered Common Units to the Kevin Frija at a purchase price of $0.01 per share, resulting in gross proceeds of $100,000 to the Company. The proceeds were used for working capital of the Company.
In subsequent tranches, Kevin Frija will purchase an additional 40,000,000 Common Units. The Company expects to receive gross proceeds of $400,000 in the aggregate upon the closing of the subsequent tranches of the Private Placement, which is expected to begin in the third quarter of 2015 and be completed by September, 2016. No placement agent participated in the Private Placement.
17
In consideration and as severance, for Jon Pan’s resignation as chief executive officer, the Company and Soleil Capital Management LLC have entered into that certain Share Purchase Agreement with Jon Panwherein the Company agreed to grant Jon Pan the right to purchase 10,000,000 of the Company’s Common Units, at a price of $0.01 per share.
In April 2015, the Company issued 25,000 of the Company’s unregistered Common Units to Gordon Hung in exchange for services for the Company valued at $12,500. The proceeds were used for working capital of the Company.
Item 3. Defaults upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information.
The Company, Soleil Capital Management LLC and Greg Pan entered into a Termination of Share Purchase Agreement on August 18, 2015, which terminated the Share Purchase Agreement, dated June 1, 2015, among the Company, Soleil Capital Management LLC and Greg Pan.
Item 6. Exhibits.
| Exhibit No.: | Description: |
| 3.1* | State of Delaware Certificate of Limited Partnership of Soleil Capital L.P. (filed as Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended June 30, 2009). |
| 3.2* | Agreement of Limited Partnership of Soleil Capital L.P. dated June 19, 2009 (filed as Exhibit 3.2 to the Company's 10-K for the fiscal year ended December 31, 2009). |
| 10.1** | Share Purchase Agreement, dated June 1, 2015, among Soleil Capital L.P., Soleil Capital Management LLC and Jon Pan. |
| 10.2** | Termination of Share Purchase Agreement, dated August 18, 2015, among Soleil Capital L.P., Soleil Capital Management LLC and Greg Pan. |
| 31.1** | Certification by Kevin Frija, Principal Executive Officer of Soleil Capital L.P. pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended. |
| 32.1** | Certification by Kevin Frija, Principal Executive Officer of Soleil Capital L.P. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
*Incorporated herein by reference
**Filed herewith
18
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
| Soleil Capital L.P. | |||
| Date: August 19, 2015 | By: | /s/ Kevin Frija | |
| Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer & Principal Financial Officer) | |||
19
Exhibit 10.1
SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT (the “ Agreement ” ) is made as of June 1, 2015 (the “ Effective Date ” ), by and between Soleil Capital L.P., a Delaware limited partnership, ("Soleil LP" and or the "Company") Soleil Capital Management LLC, a Delaware limited liability company, the general partner of Soleil LP ("Soleil Management"), with its principal offices at -------------------, California ------- (the “ Company ” ), and Jon Pan, a natural person and or assigns (the “ Purchaser ” ).
IN CONSIDERATION of the mutual covenants contained in this Agreement, the Company and the Purchaser hereby agree as follows:
SECTION 1.
1.1 Sale of Shares in Tranches. Subject to the terms and conditions of this Agreement, the Company shall issue and sell to the Purchaser and the Purchaser may shall purchase from the Company up to a total of 10,000,000 shares (the “ Shares ” ) of the Company ’ s common units representing limited partnership interests in the Company, (the “ Common Units ” ) in _____ (__) separate tranches (each, a “ Tranche ” ), each for the number of Shares (the “ Tranche Shares ” ) and at the per share purchase price (the “ Tranche Purchase Price ” ) set forth on Schedule A attached hereto (the “ Tranche Schedule ” ).
1.2 Company ’ s Sale of Tranche Shares. The Company shall sell the Tranche Shares of the First Tranche (as defined in the Tranche Schedule) to the Purchaser within five (5) days of the date of this Agreement (the "First Closing") Thereafter, the Company shall sell the Tranche Shares of any of the other Tranches, or the Tranche Shares of any two or more of the other Tranches, to the Purchaser at any time prior to but no later than the dates as set forth in Schedule A, unless as otherwise agreed by the parties hereto.
SECTION 2. Closing of the Purchase of the Shares.
2.1 Date, Time and Place of Closings. Subject to the satisfaction or waiver of the conditions precedent set forth in Sections 2.2 and 2.3, the Closing of the sale and purchase of any Tranche Shares subject to any of the Tranches shall occur at 10:00 a.m. on the date specified in Exhibit A unless the Company and the Purchaser mutually agree upon a different time or date with respect to such Closing. Unless otherwise agreed by the Company and the Purchaser, each Closing shall occur at ______________________.
2.2 Conditions to the Obligations of the Purchaser. The obligation of the Purchaser to purchase Tranche Shares at each Closing shall be subject to the satisfaction of the following conditions, or the waiver of such conditions by the Purchaser, at or prior to the applicable Closing Date:
(a) the representations and warranties of the Company set forth in Section 3 of this Agreement shall be true and correct with the same force and effect as though expressly made on and as of such Closing Date, except for representations or warranties
stated to be made as of a particular date, which representations and warranties shall be true and correct as of such date;
(b) the Company shall have complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date;
(c) the Company shall have delivered to the Purchaser (i) a certificate executed by the Chairman of the Board or President and the chief financial or accounting officer of the Company, dated as of such Closing Date, to the effect that the conditions in clauses (a), (b), (f), (h) and (i) have been satisfied, (ii) a certified copy of the resolutions of the Company ’ s Board of Directors (the “ Board ” ) authorizing the execution and performance of this Agreement, (iii) a certified copy of the Company ’ s operating agreement, (iv) a certified copy of the Company ’ s certificate of formation.
(d) the Company, hereby warrants and represents to the Purchaser that:
(i) the Company and each of the Subsidiaries (as defined below) are duly incorporated, validly existing and in good standing;
(ii) the Company and each of the Subsidiaries are qualified to do business in each jurisdiction in which such qualification is necessary;
(iii) the Company and each of the Subsidiaries has all requisite corporate power and authority to own or lease its assets and other properties and to conduct its business as is currently conducted;
(iv) the Company has all requisite corporate power and authority to execute and deliver the Agreement, to sell and issue the applicable Tranche Shares and to otherwise carry out and perform its obligations under the Agreement;
(iv) the Agreement has been duly and validly authorized, executed and delivered by the Company and that the Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms;
(v) the offer and sale of the applicable Tranche Shares is in compliance with the Securities Act and all rules and regulations promulgated thereunder and all state securities laws, regulations and requirements;
(vi) all corporate actions necessary on the part of the Company and its directors and unitholders for the execution and delivery of the Agreement and the performance of the Company ’ s obligations thereunder and the sale and issuance of the applicable Tranche Shares has been taken;
(vii) the applicable Tranche Shares, when issued and paid for as provided in the Agreement, will be validly issued, fully paid and nonassessable;
(viii) the Company is not in violation of any term of its certificate of formation, or its operating agreement;
(ix) the execution, delivery and performance of the Agreement and the sale and issuance of the applicable Tranche Shares will not result in any violation of the operating agreement of the Company, the provision of any judgment, writ, decree or order applicable to, or binding upon, the Company or any of the Subsidiaries or any existing contract;
(x) to the best of counsel ’ s knowledge, there are no actions, proceedings or investigations pending or threatened against the Company or any of the Subsidiaries before any court or governmental authority that questions the validity of the Agreement or that could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect (as defined below) on the Company or any Subsidiary;
(xi) except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the applicable Tranche Shares, no consent, approval or authorization of, or designation, declaration or filing with, any governmental authority on the part of the Company is required for the execution and delivery of the Agreement and the sale and issuance of such Tranche Shares; and
(f) between the Effective Date and the applicable Closing Date, there shall not have occurred any material adverse effect on, or a material adverse change in, or a group of such effects on or changes in, the business, operations, financial condition, results of operations, prospects, assets or liabilities (a “ Material Adverse Effect ” ) on the Company or any Subsidiary;
2.3 Conditions to the Obligations of the Company. The obligation of the Company to sell Tranche Shares at each Closing shall be subject to the satisfaction of the following conditions, or the waiver of such conditions by the Company, at or prior to the applicable Closing Date:
(a) the representations and warranties of the Purchaser set forth in Section 3 of this Agreement shall be true and correct with the same force and effect as though expressly made on and as of such Closing Date, except for representations or warranties made as of a particular date which representations and warranties shall be true and correct as of such date;
(b) the Purchaser shall have complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date;
(c) the Purchaser shall have delivered to the Company a certificate executed by a duly authorized officer of the Purchaser, dated as of such Closing Date, to the effect that the conditions in clauses (a) and (b) have been satisfied.
2.4 Deliverables
| (a) | At each Closing: |
(i) each of the Company and the Purchaser shall deliver to the other, as applicable, any documents required to be delivered by Sections 2.2 or 2.3 which have not been delivered prior to such Closing;
(ii) the Purchaser shall deliver to the Company an acknowledgment of the applicable Tranche Purchase Price and, in such acknowledgment, state the date, not to exceed five (5) Business Days following such Closing, on or prior to which the Tranche Purchase Price will be delivered by the Purchaser to the Company by wire transfer of immediately available funds to an account designated in writing by the Company at or prior to such Closing; and
(iii) the Company shall deliver to the Purchaser a certificate representing the Tranche Shares being purchased by the Purchaser or shall cause the Tranche Shares being purchased to be electronically transferred to the Purchaser.
(b) The payment of the Tranche Purchase Price pursuant to subsection (a) above shall be deemed to have been delivered at the Closing for the purposes hereof.
(c) If a Closing does not occur on a proposed Tranche Closing Date because the conditions specified in Section 2.3 to be fulfilled by the Purchaser were not satisfied at the time of the applicable proposed Tranche Closing Date, the Closing Date shall be delayed until the conditions are fulfilled to the satisfaction of the Purchaser. Subsequent Tranche Closing Date(s) shall be unaffected.
SECTION 3. Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser, except as set forth on the Schedule of Exceptions attached hereto as Exhibit A (the “ Schedule of Exceptions ” ), as follows:
3.1 Organization and Qualification. The Company is a limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of its formation and the Company is qualified to do business in each jurisdiction in which qualification is required, except where the failure to so qualify would not individually or in the aggregate have a Material Adverse Effect on the Company.
3.2 Subsidiaries. As of the date hereof, the Company has no subsidiaries.
3.3 Outstanding Common Units.
(a) Company. The Company has ___________ shares issued and outstanding as of the date of this Agreement. All shares have been duly authorized, have been validly issued, are fully paid and nonassessable and are free of any liens or encumbrances. There are no authorized or outstanding class or series of membership interests, options, warrants, preemptive rights, rights of first refusal or other rights to purchase any interests in the Company or any equity or debt securities convertible into or exchangeable or exercisable for limited partnership interests of the Company (collectively, “ Share Equivalents ” ).
(b) Soleil Management. Soleil Management has no membership interests issued and outstanding
3.4 Issuance, Sale and Delivery of the Shares. The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. No further approval or authority of the unitholders or the Board will be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein
3.5 Due Execution, Delivery and Performance of the Agreements. The Company has full legal right, corporate power and authority to carry on its business as presently conducted and enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Company and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company is a party or by which the Company or any of its assets or properties may be bound or affected or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its properties. No consent, approval, authorization or other order of or registration, qualification, designation, declaration or filing with any court, regulatory body, administrative agency or other governmental body is required for the execution, delivery and performance of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Assuming the valid execution hereof by the Purchaser, this Agreement will constitute the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceable.
3.6 No Actions. There is no legal or governmental action, suit, arbitration, investigation or proceeding (each, an “ Action ” ) pending or, to the Company ’ s knowledge, threatened to which the Company or any Subsidiary is or may be a party (a) which seeks to prevent or restrain the transactions contemplated by this Agreement or to recover damages as a result of the consummation of such transactions or (b) which is reasonably likely to have a Material Adverse Effect on the Company. The Company is not subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. No Action by the Company is currently pending, nor does the Company intend to initiate any Action, that is reasonably likely to have a Material Adverse Effect on the Company.
3.7 Investment Company. The Company is not an “ investment company ” or an “ affiliated person ” of, or “ promoter ” or “ principal underwriter ” for an investment company, within the meaning of the Investment Company Act of 1940, as amended.
3.8 Brokers. There is no broker, finder or other party that is entitled to receive from the Company any brokerage or finder ’ s fee or other fee or commission as a result of any transactions contemplated by this Agreement.
3.9 Books and Records. The books, records and accounts of the Company accurately and fairly reflect, in reasonable detail, the transactions in, and dispositions of, the assets of, and the results of operations of, the Company to the extent required by generally accepted accounting principles. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that (a) transactions are executed in accordance with management ’ s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and to maintain asset accountability, (c) access to assets is permitted only in accordance with management ’ s general or specific authorization and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
3.10 SEC Documents.
(a) Reports. The Company is not a party to any material contract, agreement or other arrangement that was required to have been filed as an exhibit with the Commission that was not so filed.
(b) Financial Statements.
3.11 Absence of Certain Changes. Since April 10, 2015, the business and operations of the Company have been conducted in the ordinary course consistent with past practice, and there has not been:
(a) any declaration, setting aside or payment of any dividend or other distribution of the assets of the Company with respect to any membership interests or any repurchase, redemption or other acquisition by the Company of any outstanding common units of the Company;
(b) any damage, destruction or loss, whether or not covered by insurance, except for such occurrences that have not resulted, and are not expect to result, in a Material Adverse Effect on the Company or any Subsidiary;
(c) any waiver by the Company of a valuable right or of a material debt owed to it, except for such waivers that have not resulted, and are not expected to result, individually or in the aggregate, in a Material Adverse Effect on the Company;
(d) any material change or amendment to, or any waiver of any material rights under a material contract or other arrangement, including, without limitation, any supply or service contract, or the termination of any such contract or arrangement, to which the
assets or properties is bound or subject, except for changes, amendments or waivers that are expressly provided for or disclosed in this Agreement or that have not resulted, and are not expected to result, individually or in the aggregate, in a Material Adverse Effect on the Company;
(e) any change by the Company in its accounting principles, methods or practices or in the manner in which it keeps its accounting books and records, except any such change required by a change in GAAP; or
(f) any other event or condition of any character, except for such events and conditions that have not resulted, and are not expected to result, individually or in the aggregate, in a Material Adverse Effect on the Company.
3.12 Intellectual Property.
(a) Ownership or Right to Use. The Company has sole title to and owns, or is licensed or otherwise possesses legally enforceable right to use, all patents or patent applications, software, know-how, registered or unregistered trademarks and service marks and any applications therefor, registered or unregistered copyrights, trade names, and any applications therefor, trade secrets or other confidential or proprietary information (the “ Intellectual Property ” ) necessary to enable the Company to carry on its business as currently conducted, except where any deficiency, or group of deficiencies, therein would not have a Material Adverse Effect on the Company.
(b) Licenses; Other Agreements. The Company is not subject to any exclusive license (whether such exclusivity is temporary or permanent) to any material portion of the Intellectual Property of the Company or any Subsidiary. There are not outstanding any licenses or agreements of any kind relating to the Intellectual Property of the Company, obligating it to pay any royalties or other payments to third parties with respect to the marketing, sale, distribution, manufacture, license or use of any Intellectual Property, except as it may be so obligated in the ordinary course of its business, as disclosed in the SEC Documents or where the aggregate amount of such payments could not reasonably be expected to be material.
(c) No Infringement. The Company has not violated or infringed, nor is currently violating or infringing, nor has the Company received any communication alleging that it has violated or infringed, any Intellectual Property of any other individual or entity, to the extent that any such violation or infringement, either individually or together with all other such violations and infringements, would have a Material Adverse Effect on the Company.
3.13 Tax Matters. The Company has filed all material tax returns required to be filed, which returns are true, complete and correct in all material respects, the Company is not in default in the payment of such taxes, including penalties and interest, assessments, fees and other charges, shown thereon due or otherwise assessed, other than those being contested in good faith and for which adequate reserves have been provided or those currently payable without interest that were payable pursuant to such returns or any assessments with respect thereto.
3.14 Full Disclosure. The information contained in this Agreement, the Schedule of Exceptions and the SEC Documents with respect to the business, operations, assets,
of operations and financial condition of the Company and the transactions contemplated by this Agreement are true and complete in all material respects and do not omit to state any material fact or facts necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
3.15 Sole Representations and Warranties. Except for the representations and warranties contained in this Section 3, the Company makes no representation or warranty to the Purchaser, express or implied, in connection with the transactions contemplated by this Agreement.
SECTION 4. Representations, Warranties and Covenants of the Purchaser. The Purchaser represents and warrants to the Company as follows:
4.1 Organization and Qualification. The Purchaser is a natural person.
4.2 Nature of Purchaser. The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company. The Purchaser is able to bear the economic risk of loss of the Purchaser ’ s entire investment in the Shares.
4.3 Review of Information. The Purchaser has received and reviewed, and has been given the opportunity to ask questions of the Company with respect to the Existing SEC Documents.
4.4 Acknowledgement of Risks. The Purchaser hereby acknowledges that its investment in the Shares is subject to certain risks and uncertainties, including those risks and uncertainties set forth under “ Risk Factors ” in the Company ’ s Form 10-K and Form 10-Q for the three (3) months ended October 31, 2013.
4.5 Sole Representations and Warranties. Except for the representations and warranties contained in this Section 4, the Purchaser makes no representation or warranty to the Company, express or implied, in connection with the transactions contemplated by this Agreement.
4.6. Accredited Investor. Purchaser is an Accredited Investor as defined in Regulation D of the Securities Act of 1933.
4.7 Purchase for Investment. Purchaser is purchasing the Shares as an investment and not with a view to distribute the Shares.
SECTION 5. Survival of Representations, Warranties and Agreements. Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Purchaser herein and in the certificates delivered pursuant hereto shall survive the execution of this Agreement, the delivery to the Purchaser of the Shares being purchased and the payment therefor. No representation or warranty made by a party shall be limited or modified by knowledge (actual, constructive or imputed) of the other party as a result of its due diligence investigation or otherwise. A party may not invoke the other party ’ s knowledge (actual, constructive or imputed) of facts which might make a
untrue, inaccurate, incomplete or misleading as a defense to a claim for breach or failure of a condition.
SECTION 6. Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be mailed by first-class registered or certified airmail, confirmed facsimile or nationally recognized overnight express courier postage prepaid, and shall be deemed given when so received and shall be delivered as addressed as follows:
(a) if to the Company, to:
Soleil Capital L.P.
or to such other person at such other place as the Company shall designate to the Purchaser in writing; and
(b) if to Purchaser, to:
Jon Pan
or to such other person at such other place as the Purchaser shall
designate to the Company in writing.
SECTION 7. No Recourse. The obligations of the Purchaser under this Agreement are solely the purchase of Shares here under. This section shall not be construed as to limit the Company's ability, in any way to pursue its legal rights to enforce this agreement with regard to Shares that have been tendered to Purchaser for which payment has not been made and collected.
SECTION 8. Changes. This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Purchaser.
SECTION 9. Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement.
SECTION 10. Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
SECTION 11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to its conflicts of law principles and the federal law of the United States of America.
SECTION 12. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties.
SECTION 13. Termination by Purchaser
14.1 The Purchaser may terminate its obligations under Section 1 of this Agreement by oral or written notice to the Company following the occurrence of one or more of the following:
(a) the Company shall default in any material respect in the performance of any covenant or agreement under this Agreement, which default shall continue for more than three business days following written notice thereof from the Purchaser;
(b) the representations and warranties of the Company set forth in Section 2 of this Agreement shall not be true and correct in all material respects as of the date of this Agreement, and on each day thereafter (as if each such date was a Tranche Closing Date), except for the representations and warranties made as of a particular date which representations and warranties need be true and correct only as of such date;
(c) the Company shall merge or consolidate with any Person, shall effect any reorganization, or shall sell or substantially all of its assets, or shall enter into any agreement contemplating the same;
(d) the Closing of the purchase and sale of the Tranche Shares shall not have been completed by December 30, 2016;
14.2 The termination by the Purchaser of its obligations under Section 1 of this Agreement shall not terminate any liability for any breach or default by any party in any representation, warranty, covenant or agreement occurring prior to the date of such termination. In addition, such termination shall not terminate any of the obligations or agreements of either party under Sections 6.1 and 6.3 of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.
COMPANY:
SOLEIL CAPITAL L.P.
By: /s/ Guocheng "Greg" Pan
Name: Guocheng "Greg" Pan PHd
Title: Manager of Soleil Capital Management LLC,
it's General Partner
PURCHASER:
Jon Pan
By: /s/ Jon Pan
Name: Jon Pan
A natural person
SCHEDULE A
TRANCHE SCHEDULE
Tranche
Number of Tranche Shares to be Purchased Purchaser
Purchase
Price
First Tranche by May 5 th 2016
2,000,000 shares
$20,000.00 ($0.01 per share)
Second Tranche by July 5 th 2016
2,000,000 shares
$20,000.00 ($0.01 per share)
Third Tranche by September 5 th 2016
2,000,000 shares
$20,000.00 ($0.01 per share)
Fourth Tranche by November 5 th 2016
2,000,000 shares
$20,000.00 ($0.01 per share)
Fifth Tranche by January 5 th 2017
2,000,000 shares
$20,000.00 ($0.01 per share)
Exhibit 10.2
SOLEIL CAPITAL L.P.
TERMINATION OF SHARE PURCHASE AGREEMENT
THIS TERMINATION OF SHARE PURCHASE AGREEMENT (the “Termination Agreement”) is entered into as of August 18, 2015, by and among SOLEIL CAPITAL, L.P., a Delaware limited partnership (“Soleil LP” or the “Company”), SOLEIL CAPITAL MANAGEMENT LLC, a Delaware limited liability company (“Soleil Management”), and Greg Pan, a natural person (the “Purchaser).
RECITALS
WHEREAS, the Company, Soleil Management and the Purchaser entered into a Share Purchase Agreement, dated June 1, 2015 (the “Share Purchase Agreement”), which gives Purchaser the right to purchase shares of the Company’s Common Units representing limited partnership interests in the Company;
WHEREAS, the Share Purchase Agreement may be terminated upon the written agreement of the Company, Soleil Management and the Purchaser; and
WHEREAS, the Company, Soleil Management and the Purchaser desire to terminate the Share Purchase Agreement immediately.
AGREEMENT
In consideration of the mutual promises made in this Termination Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company, Soleil Management and the Purchaser hereby agree as follows:
1. TERMINATION OF SHARE PURCHASE AGREEMENT .
1.1 With effect from the date hereof, the obligations of each of the Company, Soleil Management and the Purchaser under, in relation to or in respect of the Share Purchase Agreement shall terminate and shall be of no force and effect and no party thereto shall have any further rights or claims against, or obligations to, the other in respect thereof and their respective liabilities and obligations shall be irrevocably and unconditionally released.
1.2 The Company, Soleil Management and the Purchaser hereby confirm and agree with the termination of the Share Purchase Agreement with effect from the date hereof.
2. MISCELLANEOUS .
2.1 This Termination Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Termination Agreement by signing any such counterpart.
Facsimile and any other electronic signature of this Termination Agreement is deemed to constitute an original signature.
2.2 Any amendments or waiver of any provision of this Termination Agreement shall only be effective if made in writing and signed by all parties hereto.
2.3 This Termination Agreement constitutes the entire agreement among the parties hereto about its subject matter and any previous arrangements, understandings and negotiations on that subject are of no effect.
2.4 If any provision of this Termination Agreement is prohibited or unenforceable in any jurisdiction such prohibition or unenforceability shall not invalidate the remaining provisions hereof or affect the validity or enforceability of such provision in any other jurisdiction.
2.5 This Termination Agreement is governed by and construed in accordance with the laws of the State of Florida and all parties hereto irrevocably agrees that the courts of the State of Florida are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Termination Agreement and that accordingly, any legal action or proceedings arising out of or in connection with this Termination Agreement may be brought in those courts and all parties hereto irrevocably submits to the exclusive jurisdiction of those courts.
2.6 Except as otherwise provided in this Termination Agreement , this Termination Agreement , and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company and Soleil Management may assign any of their rights and obligations under this Termination Agreement . No other party to this Termination Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Termination Agreement , except with the prior written consent of the Company and Soleil Management.
2.7 This Termination Agreement is the result of negotiations among and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Termination Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.
2.8 The Company may, in its sole discretion, decide to deliver any documents related to this Termination Agreement or any notices required by applicable law or the Company’s Certificate of Limited Partnership or Agreement of Limited Partnership by email or any other electronic means.
2.9 WAIVER OF CONFLICT OF INTEREST . EACH PARTY TO THIS TERMINATION AGREEMENT WILL BEAR THE EXPENSES INCURRED BY EACH OR ON EACH'S BEHALF IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS TERMINATION AGREEMENT. THE PARTIES (i) ACKNOWLEDGE THAT THE LEGAL & COMPLIANCE, LLC HAS AT VARIOUS
TIMES REPRESENTED THE COMPANY AND CERTAIN OF ITS PRINCIPALS; (ii) AGREE THAT IN THIS TRANSACTION LEGAL & COMPLIANCE, LLC REPRESENTS THE COMPANY AND NOT ANY MEMBERS; (iii) AGREE THAT IN THIS TRANSACTION ALL OF THE PARTIES HAVE BEEN FULLY ADVISED OF AND UNDERSTAND SUCH CONFLICT; (iv) ACKNOWLEDGE HAVING BEEN ADVISED BY THE FIRM TO ENGAGE INDEPENDENT LEGAL COUNSEL OF THEIR OWN CHOICE AND HAVE EITHER DONE SO OR HAVE ELECTED NOT TO RETAIN SUCH COUNSEL; AND (v) WAIVE ANY AND ALL CONFLICTS OF INTEREST ARISING HERUNDER AND ALL OF ITS RAMIFICATIONS.
2.10 Legal Representation . Although the parties to this Termination Agreement have requested the law firm of Legal & Compliance, LLC (the “Firm”) to prepare this Termination Agreement, the Firm is representing only the Company. Soleil Management and the Purchaser have been advised and given the opportunity to obtain legal counsel and representation of their own choice, and have either done so, or knowingly and voluntarily declined to do so.
IN WITNESS WHEREOF , the parties have executed this Termination Agreement effective as of the date first written above.
COMPANY AND SOLEIL MANAGEMENT:
SOLEIL CAPITAL L.P.,
a Florida corporation
By: SOLEIL CAPITAL MANAGEMENT LLC,
its General Partner
By: /s/ Kevin Frija
Print Name: Kevin Frija
Title: Manager
PURCHASER:
GREG PAN
By: /s/ Greg Pan
Print Name: Greg Pan
a natural person
Exhibit 31.1
CERTIFICATION
I, Kevin Frija, Chief Executive Officer of Soleil Capital L.P. certify that:
1. I have reviewed the Form 10-Q for the quarter ended June 30, 2015 of Soleil Capital L.P.
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 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(s) 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 most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) 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(s) 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 the registrant's board of directors (or persons performing the equivalent functions):
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.
Date: August 19, 2015
/s/ Kevin Frija
Kevin Frija
Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer)
(Principal Financial and Accounting Officer)
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Quarterly Report on Form 10-Q of Soleil Capital L.P.. (the “Registrant”) for the quarter ending June 30, 2015, I, Kevin Frija, Chief Executive Officer and Chief Financial Officer hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:
1. Such Quarterly Report on Form 10-Q for the quarter ending March 31, 2015, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in such Quarterly Report on Form 10-Q for the quarter ending March 31, 2015, fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Date: August 19, 2015
/s/ Kevin Frija
Kevin Frija
Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer)
(Principal Financial and Accounting Officer)