UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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, 2016




[  ]

Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934





For the transition period from to__________





Commission File Number: 333-150692

 

Sunvalley Solar, Inc.
(Exact name of registrant as specified in its charter)

 

Nevada

20-8415633

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

 

398 Lemon Creek Dr., Suite A, Walnut, CA 91789

(Address of principal executive offices)

 

(909) 598-0618

(Registrant s telephone number)


_____________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report) 

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

[ ] Large accelerated filer

[ ] Non-accelerated filer

[ ] Accelerated filer

[X] Smaller reporting company




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

 

State the number of shares outstanding of each of the issuer s classes of common stock, as of the latest practicable date: 22,600,176 common shares as of September 19, 2016.

 

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 (§ 229.405 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 [  ] No [X]





TABLE OF CONTENTS

Page


PART I FINANCIAL INFORMATION


Item 1:

Condensed Financial Statements 

3

Item 2:

Management s Discussion and Analysis of Financial Condition and Results of Operations

14

Item 3:

Quantitative and Qualitative Disclosures About Market Risk

19

Item 4:

Controls and Procedures

19


PART II OTHER INFORMATION

Item 1:

Legal Proceedings

19

Item 1A:

Risk Factors

19

Item 2:

Unregistered Sales of Equity Securities and Use of Proceeds

20

Item 3:

Defaults Upon Senior Securities

20

Item 4:

Mine Safety Disclosures

20

Item 5:

Other Information

20

Item 6:

Exhibits

20

 





PART I - FINANCIAL INFORMATION

 

Item 1.

     Condensed Financial Statements

 

Our financial statements included in this Form 10-Q are as follows:

 

F-1

Consolidated Balance Sheets as of June 30, 2016 (unaudited) and December 31, 2015;

F-2

Consolidated Statements of Operations for the three and six months ended June 30, 2016 and 2015 (unaudited);

F-3

Consolidated Statements of Cash Flows for the six months ended June 30, 2016  and 2015 (unaudited);

F-4

Notes to Condensed Financial Statements.

 

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended June 30, 2016 are not necessarily indicative of the results that can be expected for the full year.

 

SUNVALLEY SOLAR, INC.

Consolidated Balance Sheets










ASSETS





June 30,


December 31,


 



2016


2015





(unaudited)




CURRENT ASSETS








Cash and cash equivalents


$

1,074,483


$

1,209,198


Restricted cash



          37,500



          37,500


Accounts receivable, net



     1,914,966



     1,997,935


Inventory, net



     1,396,311



        103,346


Costs in excess of billings on uncompleted contracts



        400,164



          58,235


Prepaid expenses and other current assets


 

          47,986


 

          14,187



Total current assets


 

4,871,410


 

3,420,401










PROPERTY AND EQUIPMENT, NET


 

73,286


 

27,948










OTHER ASSETS








Long-term accounts receivable, net



1,725,110



3,011,745


Customer list, net



728,073



-


Goodwill



266,664





Other assets


 

11,107


 

7,757











Total other assets


 

2,730,954


 

3,019,502












TOTAL ASSETS


$

7,675,650


$

6,467,851






   




LIABILITIES AND STOCKHOLDERS' EQUITY










CURRENT LIABILITIES








Accounts payable and accrued expenses


$

  3,851,444


$

  4,478,157


Short-term loans



 88,141



 -


Customer deposits



1,997,640



 75,654


Accrued warranty



        128,432



        133,733


Contingent liabilities


 

        350,000


 

                   -


Advances from contractors



        103,389



        103,389










Current portion of capital lease


 

            1,234


 

            3,537



Total current liabilities


 

     6,520,280


 

     4,794,470


 










TOTAL LIABILITIES


 

     6,520,280


 

     4,794,470










STOCKHOLDERS' EQUITY

















Class A convertible preferred stock, $0.001 par value,








  1,000,000 shares authorized, 1,000,000 shares








  issued and outstanding



            1,000



            1,000


Class B convertible preferred stock, $0.001 par value,








2,075,500 shares authorized, 2,075,500 shares








issued and outstanding



            2,076



            2,000


Common stock, $0.001 par value, 150,000,000 shares








  authorized, 4,357,849 shares issued and oustanding



            4,358



            4,358


Additional paid-in capital



     6,188,540



     5,115,857


Accumulated deficit


 

    (5,040,604)


 

    (3,449,834)



Total Stockholders' Equity


 

     1,155,370


 

     1,673,381












TOTAL LIABILITIES AND








   

  STOCKHOLDERS' EQUITY


$

     7,675,650


$

     6,467,851


 








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


SUNVALLEY SOLAR, INC.

Condensed Consolidated Statements of Operations

(unaudited)


 


 














For the Three Months Ended


For the Six Months Ended


 


June 30,


June 30,


 


2016


2015


2016


2015


 


 

 


 

 


 

 


 

 

REVENUES

$

          310,547


$

            143,682


$

          310,547


$

       1,069,424

COST OF SALES

 

          133,262


 

              94,340


 

          133,262


 

          797,818















GROSS PROFIT

 

          177,285


 

              49,342


 

          177,285


 

          271,606















OPERATING EXPENSES













Salaries and wages


          736,517



            163,882



        1,431,587



          291,120


Bad Debts


                    -



                       -



                     -



                    -


Professional fees


            50,692



              49,503



            84,828



           95,153


General and administrative


          147,091



              73,925



          249,181



          156,929




 

 


 

 


 

 .


 

 


     Total Operating Expenses


          934,300



            287,310



        1,765,596



          543,202




 

 


 

 


 

 


 

 

LOSS FROM OPERATIONS


        (757,015)



           (237,968)



(1,588,311)



        (271,596)




 

 


 

 


 

 


 

 

OTHER INCOME (EXPENSES)













Other income


-



                   235



              1,693



                585


Disposal of fixed asset


-



                       -



                     (415)



                    -


Interest expense


            (3,994)



                 (654)



             (3,737)



            (1,602)




 

 


 

 


 

 


 

 


     Total other income (expenses)


            (3,994)



                 (419)



             (2,459)



            (1,017)




 

 


 

 


 

 


 

 

LOSS BEFORE TAXES

 

        (761,009)


 

           (238,387)


 

      (1,590,770)


 

        (272,613)
















Provision for income taxes

 

 -


 

 -


 

 -


 

 -















NET LOSS

$

(761,009)


$

           (238,387)

   

$

      (1,590,770)


$

        (272,613)





   



   



   



   

BASIC INCOME LOSS PER SHARE

$

              (0.17)


$

                (0.05)


$

              (0.37)


$

              (0.06)















BASIC AND DILUTED WEIGHTED AVERAGE












  NUMBER OF COMMON SHARES OUTSTANDING

 

4,357,849


 

4,357,849


 

4,357,849


 

4,357,849














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


SUNVALLEY SOLAR, INC.

 

Condensed Consolidated Statements of Cash Flows

 

(unaudited)

 



 


For the Six Months Ended



 


June 30,



 


2016


2015



 





OPERATING ACTIVITIES:






Net loss


$

    (1,590,770)


$

       (272,613)


Adjustments to reconcile net income (loss) to net cash








provided by operating activities:









Depreciation and amortization



          40,756



          11,483



Stock issued for services



        997,259



                   -


Changes in operating assets and liabilities:






   



Accounts receivable



     1,474,398



        994,579



Inventory



    (1,256,295)



        259,274



Prepaid expenses



         (33,799)



       (153,455)



Restricted cash



                   -



         (25,000)



Costs in excess of billings on uncompleted contracts



       (341,929)



         (65,430)



Other assets



                   -



          (3,884)



Accounts payable and accrued expenses



    (1,313,874)



       (927,999)



Customer deposits


 

     1,921,986


 

       (144,398)












Net Cash Provided by (Used in) Operating Activities


 

         (102,268)


 

       (327,443)



 







INVESTING ACTIVITIES:









Disposal of equipment



               595



                   -



Purchase of equipment



         (36,300)



          (5,557)



Cash acquired in business combination


 

         23,711


 

                   -





 

 


 

 



Net Cash Used in Investing Activities


 

         (11,994)


 

          (5,557)



 







FINANCING ACTIVITIES:








Repayments of long term debt



(18,150)



          (8,213)


Repayments of notes payable



                   -



                   -


Repayment of capital lease


 

          (2,303)


 

          (1,916)





(20,435)






Net Cash Used in Financing Activities


 

          (20,453)


 

         (10,129)



 







NET DECREASE IN CASH



       (134,715)



       (343,129)

CASH AT BEGINNING OF PERIOD


 

     1,209,198


 

        822,444










CASH AT END OF PERIOD


$

     1,074,483


$

        479,315



 







SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

















CASH PAID FOR:









Interest


$

            3,737


$

            1,602



Income taxes


$

                   -


$

                   -










NON-CASH INVESTING AND FINANCING ACTIVITIES


















Series B Preferred Stock and notes payable issued in business combination


$

     1,192,695


$

                   -










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

 





SUNVALLEY SOLAR, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2016 and December 31, 2015


NOTE 1 - CONDENSED FINANCIAL STATEMENTS


The accompanying consolidated financial statements have been prepared by the Company without audit.  The Consolidated Financial Statements include the accounts of SunValley and its subsidiary, Rayco Enterprises, Inc.  All significant intercompany accounts and transactions have been eliminated. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2016, and for all periods presented herein, have been made.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2015 audited consolidated financial statements.  The results of operations for the periods ended June 30, 2016 and 2015 are not necessarily indicative of the operating results for the full years.


NOTE 2 - GOING CONCERN


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


In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.


The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


NOTE 3 SIGNIFICANT ACCOUNTING POLICIES


Cash and Cash Equivalents


The Company considers all highly liquid investments purchased with an original or remaining maturity of less than three months at the date of purchase to be cash equivalents.


Use of Estimates


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


Recent Accounting Pronouncements


Management has considered all recent accounting pronouncements issued since the last audit of the financial statements. The Company s management believes that these recent pronouncements will not have a material effect on the Company s financial statements.






SUNVALLEY SOLAR, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2016 and December 31, 2015


NOTE 3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Inventory


Inventory is stated at the lower of cost or net realizable value. Cost is determined on an average cost basis; and the inventory is comprised of raw materials and finished goods. Raw materials consist of fittings and other components necessary to assemble the Company s finished goods.  Finished goods consist of solar panels ready for installation and delivery to customers.


The Company s inventory consisted of the following at June 30, 2016 and December 31, 2015:


 

June 30,

2016


December 31,

2015

Raw materials

$

-


$

-

Work in Progress


-



-

Finished goods


1,396,311



103,346

  TOTAL

$

1,396,311


$

103,346


Loss per Common Share


Basic net loss per common share is computed by dividing the net loss by the weighted average number of outstanding common shares (restricted and free trading) during the periods presented. Basic loss per share and diluted loss per share are the same amount because the impact of additional common shares that might have been issued under the Company s outstanding and exercisable stock options would be anti-dilutive. Dilutive instruments include 20,000,000 shares to be issued upon the conversion of the Series A Convertible Preferred Stock, and 20,755,000 shares to be issued upon the conversion of the Series B Convertible Preferred Stock. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share. There were 40,755,000 such potentially anti-dilutive shares excluded as of June 30, 2016.


Allowance for Doubtful Accounts


The allowance for doubtful accounts is based upon the Company s assessment of the collectability of customer accounts.  The Company periodically reviews the allowance by reviewing factors such as historical experience, credit quality, the age of the accounts receivable balances and current economic conditions which may affect a customer s ability to pay.


Principles of Consolidation


The accompanying consolidated financial statements include the accounts of the Company and its subsidiary.  All intercompany amounts and transactions have been eliminated in consolidation,


Depreciation and Amortization


Property and equipment are stated at cost, less accumulated depreciation and amortization.  Depreciation and amortization are computed using the straight-line method over the expected useful life of the asset.


Goodwill and Intangible Assets


Goodwill is tested on an annual basis and during the period between annual tests in certain circumstances, and written down when impaired.  No impairment tests were performed during the periods ended June 30, 2016 and there was no impairment recorded as of June 30, 2016









SUNVALLEY SOLAR, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2016 and December 31, 2015


NOTE 3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Impairment and Long-Lived Assets


Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.  Determination of recoverability of long-lived assets is based upon an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition.  Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based upon the fair value of the asset.  Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.


Fair Value of Financial Instruments


The fair value of certain of the Company s financial instruments, including cash and cash equivalents, accrued compensation and other current liabilities approximates the carrying amount because of their short maturities.  


Concentrations of Risk


Cash and cash equivalents are maintained with banks insured by the FDIC.  Currently none of the cash held by banks exceeds the insured value.


Advertising Costs


Advertising costs are expensed as incurred.  There were $16,375 and $-0- of advertising costs for the periods ended June 30, 2016 and 2015, respectively.


Costs in Excess of Billings on Uncompleted Contracts


The Company is currently involved in certain major short-term solar panel installation projects.  The Company is accounting for revenue and expenses associated with these contracts under the completed contract method of accounting in accordance with ASC 605.  Under ASC 605, income is recognized when the contracts are completed or substantially completed and billings and others costs are accumulated on the balance sheet.  Under the completed contract method, no profit or income is recorded before substantial completion of the work.


As of June 30, 2016 and December 31, 2015, the Company has capitalized $400,164 and $58,235 of costs incurred in relation to installation projects.  


Income Taxes


Income tax expense is based on pretax financial accounting income.  Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the bases of assets and liabilities and their reported amounts.  Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized.  No tax expense or benefit was recorded for the three- and six-month periods ended June 30, 2016.















SUNVALLEY SOLAR, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2016 and December 31, 2015


NOTE 4 PROPERTY AND EQUIPMENT


The following is a summary of property and equipment at June 30, 2016 and December 31, 2015:

 









June

30, 2016



December 31, 2015

Computer and equipment

$

91,300


$

95,667

Furniture


21,171



20,029

Software


22,368



2,368

Vehicles


118,840



86,340

Total property and equipment


253,679



204,404

Less: accumulated depreciation


(180,393)



(176,456)

Property and equipment, net


73,286



27,948


Depreciation expense for the six months ended June 30, 2016 and 2015 was $8,832 and $11,483, respectively.


NOTE 5 INTANGIBLE ASSETS AND GOODWILL


The components of intangible assets at June 30, 2016 were as follows:









Gross Carrying Amount


Accumulated Amortization


Net Carrying Amount







Goodwill

$      266,664


$                    - 


266,664

Customer List

760,000

 

(31,927) 


728,073

Total

$      1,026,651

 

$        (31,927) 


$    994,737


Amortization expense recognized was $31,927 and $-0- for the six-months ended June 30, 2016 and 2015, respectively. The Customer List has a useful life of 3.0 years and has a remaining life of 2.9 years as of June 30, 2016.


NOTE 6 NOTES PAYABLE


The Company acquired a note as part of their business combination.  The principal amount of the note was $120,000 and was entered into on January 4, 2016.  The note accrues interest at 24.90%.  Principal and interest payments are made daily.  At June 30, 2016, the remaining balance on the note was $88,141.


NOTE 7 PREFERRED STOCK

 

The Company is authorized to issue up to 6,000,000 shares of $0.001 par value preferred stock; 1,000,000 shares of which are designated as Class A Convertible Preferred Stock, and 2,075,500 shares of which are designated as Class B Convertible Preferred Stock. The remaining 2,924,500 shares of preferred stock authorized remain undesignated.


Class A Convertible Preferred Stock


Holders of Class A Convertible Preferred Stock are entitled to vote together with the holders of the Company s common stock on all matters submitted to shareholders at a rate of one hundred (100) votes for each share held. Holders of Class A Convertible Preferred Stock are also entitled, at their option, to convert their shares into shares of the Company s common stock on a 20 common share for 1 preferred share basis. The Class A Convertible Preferred shares were valued at the trading price of the common shares into which they are convertible. As of June 30, 2016 and December 31, 2015, there were 1,000,000 shares of Class A Convertible Preferred Stock issued and outstanding.






SUNVALLEY SOLAR, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2016 and December 31, 2015


NOTE 7 PREFERRED STOCK (CONTINUED)


Class B Convertible Preferred Stock


The holders of the Class B Convertible Preferred Stock have no dividend rights, have the right to convert each Class B share into 10 post-split common shares and have the right to 10 votes per Class B Convertible Preferred share for all matters submitted to the holders of the Company s common stock. As of June 30, 2016 and December 31, 2015, there were 2,075,500 shares and 2,000,000 shares of Class B Convertible Preferred Stock issued and outstanding, respectively.


On July 23, 2015, the Company issued 2,000,000 shares of Class B Convertible Preferred Stock, to certain officers, directors and/or employees for services valued at $2,000,000, the value of which was based on the trading price of the common stock into which each share of preferred stock is convertible. The issuance of such preferred shares was valued as a stock subscription payable of $2,000,000 which is being amortized ratably over the vesting period to compensation expenses based on the fair market value of the Company s preferred shares on the date of issuance. Compensation expense of $498,630 and $997,260 was recorded during the three-month and six-month periods ended June 30, 2016.


On May 15, 2016, the Company issued 75,500 shares of Series B Preferred Shares, valued at $75,500 to the owners of Rayco Energy, Inc. ( Rayco ) as consideration toward the purchase of Rayco. (See Note 6, - Business Combination).


NOTE 8 BUSINESS COMBINATION


On May 15, 2016, the Company entered into a share exchange agreement with to purchase 100 percent of the issued and outstanding common stock of Rayco Energy, Inc. ( Rayco ), a San Francisco Bay Area-based energy service company focused on energy efficiency, solar power, and building modernization, in exchange for 75,500 shares of Series B Preferred Stock. In addition, the Company agrees to pay an additional $350,000 in cash to shareholders of Rayco, conditioned upon the 2016 net profit from the operation of Rayco being in excess of $10,000 ( the Condition ).  To evidence the contingent unpaid balance of the purchase price, the Company executed 6 percent subordinated promissory notes with Rayco s shareholders in the aggregate amount $350,000, payable only upon Rayco s 2016 net operating profit being in excess of $10,000 with interest and principal payable monthly on first day of each month commencing May 1, 2017. In the event that the Condition is not met, such notes will be deemed null and void.  


The results of operations related to this acquisition have been included in since the acquisition date. During the three and six-month periods ended June 30, 2016, our net sales of the products acquired from Rayco Energy, Inc, were approximately $279,981 and $-0-, respectively.  


In addition to consolidating the financial statements of the Company and subsidiary, certain intangible assets were identified and recognized, based upon the excess of purchase price to the net assets of the acquired subsidiary. The accounting for the business combination is based on provisional amounts and the allocation of the excess purchase price is not final, the amounts allocated to intangibles assets and goodwill, are subject to change pending the completion of final valuations of certain assets and liabilities.

 















SUNVALLEY SOLAR, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2016 and December 31, 2015


NOTE 8 BUSINESS COMBINATION (CONTINUED)


The total provisional purchase price for the business combination was allocated as follows:


Consideration paid:

 

 

Liabilities assumed

$

788,151

Contingent liability issued

 

350,000

Preferred stock issued

 

75,500

Total

$

1,213,651


Consideration received:

 

 

Cash

$

23,711

Accounts receivable

 

104,794

Inventories

 

36,670

Other current assets

 

3,350

Property and equipment

 

18,462

Customer List


760,000

Goodwill

 

266,664

Total

$

1,213,651


NOTE 9 PRO FORMA RESULTS OF OPERATIONS


The Company s unaudited pro forma results of operations for the six months ended June 30, 2016 and 2015, assuming the Rayco Energy s acquisition had occurred as of January 1, 2015, are presented for comparative purposes below. These amounts are based on available information of the results of operations of Rayco Energy s prior to the acquisition date and are not necessarily indicative of what the results of operations would have been had the acquisition been completed on January 1, 2015. The pro forma adjustments related to the acquisition of Rayco Energy are based on a preliminary purchase price allocation. Differences between the preliminary and final purchase price allocation could have an impact on the pro forma financial information presented below and that impact could be material. This unaudited pro forma information does not project operating results post acquisition.


This preliminary pro forma information is as follows:




Six Months



Six Months



Ended June 30,



Ended June 30,


 

2016



2015







Total revenues

$

1,452,533


$

1,854,406

Net loss

 

(1,281,309)



(185,946)


 





Pro forma loss per common share basic and diluted

$

(0.03)


$

(0.04)


NOTE 10 COMMITMENTS AND CONTINGENCIES


In connection with the purchase of Rayco Enterprises, Inc., the Company agreed to pay $350,000 as part of the purchase price.  The Company issued a Note Payable for $350,000, bearing interest at 6%.  The Note is contingent upon the operations of Rayco netting a profit in excess of $10,000 for the period May 16, 2016 through December 31, 2016.  If the condition is met, the note and interest are payable monthly on the first day of each month commencing May 1, 2017 consistent with a six-month amortization schedule.  If the contingency is not met, the note will be voided.  Prepayments may be made by the Company.









SUNVALLEY SOLAR, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2016 and December 31, 2015


NOTE 11 SUBSEQUENT EVENTS


Subsequent to period end, the Company had multiple conversions of Preferred A and Preferred B into Common stock.  There were 740,000 shares of Preferred A stock converted into 37,000 shares of common stock and 1,745,000 shares of Preferred B stock converted into 17,450,000.


Rayco Energy, Inc. was renamed as Sunvalley Solar Energy, Inc. effectively on August 09, 2016.





Item 2.     Management s Discussion and Analysis or Plan of Operation

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. These forward-looking statements generally are identified by the words believes, project, expects, anticipates, estimates, intends, strategy, plan, may, will, would, will be, will continue, will likely result, and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

 

Company Overview and Plan of Operation

 

Sunvalley Solar, Inc. (the Company we , our ) is a California-based solar power technology and system integration company founded in January of 2007. We are focused on developing our expertise and proprietary technology to install residential, commercial and governmental solar power systems. We offer turnkey solar system solutions for owners, builders and architecture firms that include designing, building, operating, monitoring and maintaining solar power systems. Our customers range from small private residences to large commercial solar power users. We have the necessary licenses and expertise to design and install large scale solar power systems. We hold a C-46 Solar License from CBCL (California Board of Contractor License). Some of the large scale commercial solar power systems that we have designed and installed include large office buildings, farming and manufacturing facilities and warehouses. Our proprietary technologies in solar installation provide our customers with a high quality, low cost and flexible solar power system solutions.

We are working to develop as an end-to-end solar energy solution provider by providing system solution, post-sale service, customer technical support, solar system design and field installation.  We conduct our operations through our wholly-owned subsidiary, Sunvalley Solar Tech, Inc.  On May 15, 2016 we acquired Rayco Energy, Inc. ( Rayco ), a northern California company specializing in providing cost-saving and efficient energy solutions, including LED lighting, Solar Thermal and Solar Electricity, to local communities and business units. We also agreed to invest no less than $350,000 working capital into Rayco for its current projects and working capital.

Business Development Plan


The primary components of our growth strategy are as follows:


"

Developing and commercializing our proprietary solar technologies including our coating and focusing technologies, networked PV panel system. By deploying these new technologies into our PV panels and solar installation business, we hope to enhance the value provided to our customers and increase our profitability.


"

Promoting and enhancing our company s brand and reputation in solar design and integration and expanding our installation business.


"

Developing a PV panel manufacturing capability to provide high efficiency and low cost solar panels to US market. This will complement our installation business and provide an implementation platform for our R&D.








Expansion of Installation Business


We are planning to expand our installation business. We will continue to execute our marketing and sales strategy in Southern California and, with additional capital, will be able to expand our business to cover Northern California, Arizona or other states. The planned expansion is expected to occur through acquiring smaller installation companies in these regions and/or through the establishment of subsidiaries in these states and boost our installation profits. Our current intention is to establish two new offices located in Northern California or other states and in San Diego. The estimated start-up cost for each new branch would be approximately $500,000.


If we are able to expand our installation business, it will assist us in gaining favorable terms from OEM international manufacturers of our planned solar panel manufacturing operation. In addition, an expanded installation business would allow us to accelerate the introduction of our new technologies and solar parts and would generate additional revenue to fund initial investment in our planned Distributed Power Plant business and to further fund our investments in R&D.


Commercialization of Research and Development


Our Patent Networked Solar Panels and Related Methods was issued on February 24, 2015.  We will need to commercialize this advanced technology through the design, fabrication, and characterization of prototype solar components and system cell.  Through this technology, it is able to address the undesirable fluctuations in the voltage of the power grid due to uncertain environmental impact to solar system. Commercializing this technology into mass production will involve cooperation and approval from utility companies. In addition, the networked PV panel concept will also need to demonstrate that panels using the technology will have a productive life-span and a tolerance to environmental conditions such as humidity, temperature, wind load that are sufficient for the panels to be used in real life application. Accordingly, there is no guarantee that we will be able to commercially produce and market solar panels using our new networked PV panel system technology.


Prior to initiating our planned OEM manufacturing of Sunvalley-branded solar panels, we will need to commercialize our advanced panel technology through the design, fabrication, and characterization of a prototype solar cell. The total expense for planned commercialization of our research and development will be approximately $500,000.


Initiate OEM Manufacturing of Solar Panels


By leveraging our solar panel installation business and R&D, we plan to procure OEM solar panels from selected Chinese manufacturers and to market them in the U.S. under our brand name. We will be responsible for R&D, quality control, customer service, sales and marketing activities, as well as panel certification in U.S.


The estimated OEM panel cost is less than $0.50 per watt. As a reference, currently, the lowest panel price is around $0.70 per watt (Mono-crystalline, Polycrystalline). We can use our own sales and installation platform to showcase the new panels and drive sales of the new panels in the U.S market. Meanwhile, we will continue our R&D effort on panel coating and other advanced technologies and apply the results to its panel manufacturing business. The goal will be to further improve the efficiency, lower the cost of solar panels with our proprietary technologies, and to grow our market share.


Our marketing strategy for its planned OEM solar panels is as follows:


"

Set-up a platform to showcase our innovative solar panel technologies and make Sunvalley solar panels a household name.


Unlike other merchandise, solar panel is very unique in that it requires very high level of quality assurance and customer satisfaction. Providing satisfactory customer service and technical support is absolutely vital in solar panel sales. As the first step, we will strive to make its brand a household name. The Sunvalley solar panel will be used by our installation business as well as several other installation companies which have partnerships with us. We do not currently have partnerships with other solar installation companies, but we plan to pursue them after introducing the panels to the market through our own installation business. A marketing campaign aimed at other solar installation





companies will help to achieve this goal. We will use our own installation business as the platform to showcase the product quality and build up consumer awareness of its brand.


"

Penetrate into the main stream distribution network


By leveraging early successes and customer trust earned from our initial installations, we plan to penetrate into the mainstream distribution network with our OEM solar panels.


"

Further sale activities


Once our brand name solar panels become well known, our sales team will begin an aggressive marketing campaign to connect the individual sales points (distributors and venders) to form a distribution network. The marketing campaigns will also include attending trade shows, advertising in the media (TV commercials and newspaper advertisement) and designating local representatives to boost the market share and brand awareness.


"

Offer a low cost, high efficiency solar panel derived from advanced research


To boost our solar panel market share, our R&D team will work with our OEM partner to apply selective coating technique and other cutting edge technologies to further reduce the manufacturing cost and improve the panel efficiency.


The total capital required to initiate our planned panel manufacturing business would be approximately $2,000,000 which can be categorized into three parts:


"

Registration and Certification of OEM panels with our brand $300,000, including UL certification fees, CEC registration fees, and lab testing fees.


"

Initial Inventory $1,500,000. We will need to keep 4-5 containers of PV panels in the warehouse in order to support sales of 5~10M watts per year, which means we will need to have over $1,000,000 in inventory for PV panels only. An additional $300,000 in inventory would be needed in order to keep the requisite amount of inverters and racking and panel cleaning systems. In addition, we anticipate providing variable payment terms to different customers based on their creditworthiness; this will add additional cash flow pressure.


"

OEM Management costs $200,000


We are among the few companies in California that has the permit and expertise to install large-scale commercial and/or government solar power systems, together with roof constructional design and building interior/exterior electrical designs. We believe additional advantages are provided by our experience in filing solar power system permit applications and rebate applications and our expertise gained through our experience with governments and utility companies.


Expected Changes In Number of Employees, Plant, and Equipment

 

We do not currently plan to purchase specific additional physical plant and significant equipment within the immediate future. We do not currently have specific plans to change the number of our employees during the next twelve months.


Results of Operations for the three and six months ended June 30, 2016 and 2015

 

During the three months ended June 30, 2016, we generated revenues of $310,547 and incurred costs of sales of $133,262, resulting in gross profit of $177,285. We incurred general and administrative expenses of $147,091, salary and wage expense of $736,517, and professional fees of $50,692. We incurred interest expense of $3,994. Our net loss for the quarter ended June 30, 2016 was $761,009.






By comparison, during the quarter ended June 30, 2015, we generated revenues of $143,682 and incurred costs of sales of $94,340, resulting in gross profit of $49,342. We incurred general and administrative expenses of $73,925, salary and wage expense of $163,882, and professional fees of $49,503. We recorded other income of $235 and interest expense of $654. Our net loss for the quarter ended June 30, 2015 was $238,387.


During the six months ended June 30, 2016, we generated revenues of $310,547 and incurred costs of sales of $133,262, resulting in gross profit of $177,285. We incurred general and administrative expenses of $249,596, salary and wage expense of $1,431,587, and professional fees of $84,828. We recorded other income of $1,693 and interest expense of $3,737. Our net loss for the six months ended June 30, 2016 was $1,590,770.


By comparison, during the six months ended June 30, 2015, we generated revenues of $1,069,424 and incurred costs of sales of $797,818, resulting in gross profit of $271,606. We incurred general and administrative expenses of $156,929, salary and wage expense of $291,120, and professional fees of $95,153. We recorded other income of $585 and interest expense of $1,602. Our net loss for the six months ended June 30, 2015 was $272,613.


We are currently working on four major installation projects with contract prices totaling approximately
$6.9 million. One of these contracts is expected to be substantially completed by the third quarter of 2016 and the other three contracts are expected to complete by the end of 2016.


Our results of operations presented in this Quarterly Report include the results of our newly-acquired subsidiary, Rayco Energy, Inc., from the May 15, 2016 date of acquisition. We believe that, as a result of our acquisition of Rayco Energy, our total revenues will increase as compared to prior financial periods.


Our significant increase in salaries and wages expense as compared to the same periods last year is the result of our issuance of 2,000,000 shares of Class B Convertible Preferred Stock to certain officers, directors, and employees on July 23, 2015, which is being recognized over the vesting period of the grants. During the three and six months ended June 30, 2016, this stock issuance resulted in non-cash compensation expenses of $498,630 and $997,260, respectively.


Liquidity and Capital Resources


As of June 30, 2016, we had current assets in the amount of $4,871,410, consisting of cash and cash equivalents in the amount of $1,074,483, accounts receivable of $1,914,966, inventory in the amount of $1,396,311, costs in excess of billings on uncompleted contracts of $400,164, prepaid expenses and other current assets of $47,986, and restricted cash of $37,500. As of June 30, 2016, we had current liabilities in the amount of $6,520,280. These consisted of accounts payable and accrued expenses in the amount of $3,851,444, customer deposits of $1,997,640, accrued warranty of $128,432, advances from contractors of $103,389, short-term loans of $88,141, and the current portion of a capital lease in the amount of $1,234. Our working capital deficit as of June 30, 2016 was therefore $,1,648,870. During the six months ended June 30, 2016, our operating activities used a net $102,268 in cash.  Investing activities used $11,994 in cash and financing activities used $20,453 during the period.

Our accounts payable and accrued expenses as of June 30, 2016 consisted of the following:

Accounts Payable

3,506,054

Credit Card payable

199,768

Contingent liability

350,000

Other accrued expense

2,370,688

Payroll liabilities

58,014

Sales tax payable

35,756

Total

$6,520,280





 As of June 30, 2016, we had no long term liabilities.  As part of our acquisition of Rayco Energy, we acquired a short-term note with a balance $88,141 as of June 30, 2016.  The note accrues interest at a rate of 24.90%.

In connection with our acquisition of Rayco Energy, we agreed to pay $350,000 in cash as a part of the purchase price.  We issued a Note Payable for this obligation in the amount of $350,000, bearing interest at 6%.  The Note is contingent upon the operations of Rayco netting a profit in excess of $10,000 for the period May 16, 2016 through December 31, 2016.  If the condition is met, principal and interest are payable on the Note monthly on the first day of each month commencing May 1, 2017 consistent with a six-month amortization schedule.  If the contingency is not met, the note will be voided.  We may make prepayments under the Note.

In order to move forward with our business development plan set forth above, we will require additional financing in the approximate amount of $4,500,000, to be allocated as follows:

Initiate OEM Manufacturing

$ 2,000,000

R&D Commercialization Costs

$    500,000

Expansion of Installation Business

(3 new branches)

$ 1,500,000

Additional working capital and

general corporate

$    500,000

Total capital needs

$ 4,500,000


We will require substantial additional financing in the approximate amount of $4,500,000 in order to execute our business expansion and development plans and we may require additional financing in order to sustain substantial future business operations for an extended period of time. We currently do not have any firm arrangements for financing and we may not be able to obtain financing when required, in the amounts necessary to execute on our plans in full, or on terms which are economically feasible.

We are currently seeking additional financing. If we are unable to obtain the necessary capital to pursue our strategic plan, we may have to reduce the planned future growth of our operations.

Off Balance Sheet Arrangements

 

As of June 30, 2016, there were no off balance sheet arrangements.

 

Going Concern

 

We have experienced recurring net losses and had an accumulated deficit of $5,040,604 as of June 30, 2016. To date, we have not been able to produce sufficient sales to become cash flow positive and profitable on a consistent basis. The success of our business plan during the next 12 months and beyond will be contingent upon generating sufficient revenue to cover our costs of operations and/or upon obtaining additional financing. For these reasons, our auditor has raised substantial doubt about our ability to continue as a going concern.

 

Critical Accounting Policies

 

In December 2001, the SEC requested that all registrants list their most critical accounting polices in the Management Discussion and Analysis. The SEC indicated that a critical accounting policy is one which is both important to the portrayal of a company s financial condition and results, and requires management s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.

 







Recently Issued Accounting Pronouncements

 

Our management has considered all recent accounting pronouncements issued since the last audit of our financial statements. Our management believes that these recent pronouncements will not have a material effect on our financial statements.

 

Item 3.     Quantitative and Qualitative Disclosures About Market Risk


A smaller reporting company is not required to provide the information required by this Item.

 

Item 4.     Controls and Procedures


We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2016. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer, Zhijian (James) Zhang and our Chief Financial Officer, Mandy Chung. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2016, our disclosure controls and procedures are not effective. There have been no changes in our internal controls over financial reporting during the quarter ended June 30, 2016.


Management determined that the material weaknesses that resulted in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed due to the lack of staff and resources.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Limitations on the Effectiveness of Internal Controls

 

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.   Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits 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. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.


PART II OTHER INFORMATION

 

Item 1.     Legal Proceedings

 

Please refer to our Annual Report on Form 10-K filed April 14, 2016 for information regarding our pending legal proceedings.

 

Item 1A. Risk Factors


A smaller reporting company is not required to provide the information required by this Item.





 

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

 

None.

 

Item 3.     Defaults upon Senior Securities

 

None

 

Item 4.     Mine Safety Disclosures

 

Not applicable.

 

Item 5.     Other Information

 

None.

Item 6.      Exhibits

 Exhibit Number

Description of Exhibit

31.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101

Materials from the Company s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 formatted in Extensible Business Reporting Language (XBRL)



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 


Sunvalley Solar, Inc.




Date:

September 26, 2016

 

 

 


By:        /s/ Zhijian (James) Zhang

             Zhijian (James) Zhang

Title:     Chief Executive Officer and Director

 


Date:

September 26, 2016

 

 

 


By:        /s/ Mandy Chung

             Mandy Chung

Title:     Chief Financial Officer





CERTIFICATIONS


I, Zhijian (James) Zhang, certify that;

 

1.

 

I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2016 of SunValley Solar, Inc. (the “registrant”);

 

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 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 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 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: September 26, 2016


/s/ Zhijian (James) Zhang

By: Zhijian (James) Zhang

Title: Chief Executive Officer



CERTIFICATIONS


I, Mandy Chung, certify that;

 

1.

 

I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2016 of SunValley Solar, Inc. (the “registrant”);

 

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 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 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 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: September 26, 2016


/s/ Zhijian (James) Zhang

By: Mandy Chung

Title: Chief Financial Officer



CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

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 quarterly Report of SunValley Solar, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2016 filed with the Securities and Exchange Commission (the “Report”), I, Zhijian (James) Zhang, Chief Executive Officer of the Company, and I, Mandy Chung, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


1.

The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and


2.

The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.


By:

/s/ Zhijian (James) Zhang

Name:

Zhijian (James) Zhang

Title:

Principal Executive Officer and Director

Date:

Date: September 26, 2016


By:

/s/ Mandy Chung

Name:

Mandy Chung

Title:

Principal Financial Officer and Director

Date:

Date: September 26, 2016


This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.