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, 2014
   
[  ] 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: 87,156,979 common shares as of August 14, 2014.

 

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

 





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  4
Item 3: Quantitative and Qualitative Disclosures About Market Risk  8
Item 4: Controls and Procedures  8
PART II – OTHER INFORMATION
Item 1: Legal Proceedings  9
Item 1A: Risk Factors  9
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds  9
Item 3: Defaults Upon Senior Securities  9
Item 4: Mine Safety Disclosures  9
Item 5: Other Information  9
Item 6: Exhibits  9

 

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PART I - FINANCIAL INFORMATION

 

Item 1.      Condensed Financial Statements

 

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

 

F-1 Balance Sheets as of June 30, 2014 (unaudited) and December 31, 2013;
F-2 Condensed Statements of Operations for the three and six months ended June 30, 2014 and 2013 (unaudited);
F-3 Condensed Statements of Cash Flows for the six months ended June 30, 2014  and 2013 (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, 2014 are not necessarily indicative of the results that can be expected for the full year.

 

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SUNVALLEY SOLAR, INC.
Condensed Balance Sheets

 

  June 30,   December 31,
    2014   2013
  (unaudited)    
ASSETS        
CURRENT ASSETS                
Cash and cash equivalents   $ 368,598     $ 368,796  
Resticted cash     25,000       25,000  
Accounts receivable, net     991,500       2,026,696  
Inventory     520,521       380,155  
Costs in excess of billings on uncompleted contracts     114,316       29,696  
Prepaid expenses and other current assets     359,307       11,263  
Total current assets     2,379,242       2,841,606  
PROPERTY AND EQUIPMENT, NET     38,243       49,871  
OTHER ASSETS                
Long-term accounts receivable, net     5,048,139       4,883,685  
Other assets     3,870       3,870  
Total other assets     5,052,009       4,887,555  
      Total assets   $ 7,469,494     $ 7,779,032  
LIABILITIES AND STOCKHOLDERS' EQUITY                
CURRENT LIABILITIES                
Accounts payable and accrued expenses   $ 4,908,821     $ 5,573,200  
Customer deposits     949,950       93,713  
Accrued warranty     69,652       73,539  
Advances from contractors     103,389       103,389  
Current portion of long-term debt     16,283       15,797  
Current portion of capital lease     3,664       3,342  
Total current liabilities     6,051,759       5,862,980  
LONG-TERM LIABILITIES                
Capital leases     5,638       7,554  
Notes payable     21,380       29,626  
Total long-term liabilities     27,018       37,180  
      Total liabilities     6,078,777       5,900,160  
STOCKHOLDERS' EQUITY                
Preferred stock, $0.001 par value, 1,000,000 Class A shares authorized, 950,000 and 950,000 shares issued and outstanding, respectively     950       950  
Common stock, $0.001 par value, 90,000,000 shares authorized, 87,156,979 and 87,156,979 shares issued and outstanding, respectively     87,157       87,157  
Additional paid-in capital     4,152,082       4,152,082  
Accumulated deficit     (2,849,472 )     (2,361,317 )
Total Stockholders' Equity     1,390,717       1,878,872  
      Total liabilities and stockholders' equity   $ 7,469,494     $ 7,779,032  

 

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

 

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SUNVALLEY SOLAR, INC.
Condensed Statements of Operations

(unaudited)

 

For the Three
Months Ended
  For the Six
Months Ended
  June 30,   June 30,
    2014   2013   2014   2013
REVENUES   $ 17,580     $ 516,228     $ 19,628     $ 528,884  
COST OF SALES     7,972       561,002       9,835       589,677  
GROSS PROFIT     9,608       (44,774 )     9,793       (60,793 )
OPERATING EXPENSES                                
Salary and wage expense     128,864       107,083       229,261       208,770  
Bad debt expense     50,000       —         50,000       10,000  
Impairment of Inventory                             57,523  
Professional fees     41,276       93,721       79,010       139,738  
Selling, general and administrative expenses     62,372       11,416       137,622       107,576  
     Total Operating Expenses     282,512       212,220       495,893       523,607  
LOSS FROM OPERATIONS     (272,904 )     (256,994 )     (486,100 )     (584,400 )
OTHER INCOME (EXPENSES)                                
Gain on derivative liability     —         105,362       —         52,100  
Default penalty on convertible notes     —         —         —         (5,000 )
Other income     597       100       729       158  
Interest expense     (1,589 )     (5,499 )     (2,784 )     (9,037 )
     Total other income (expenses)     (992 )     99,963       (2,055 )     38,221  
LOSS BEFORE TAXES     (273,896 )     (157,031 )     (488,155 )     (546,179 )
Provision for income taxes     —         —         —         —    
NET LOSS   $ (273,896 )   $ (157,031 )   $ (488,155 )   $ (546,179 )
BASIC LOSS PER SHARE   $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.01 )
BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING     87,156,979       37,752,149       87,156,979       53,683,008  

 

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

 

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SUNVALLEY SOLAR, INC. 

Condensed Statements of Cash Flows

(unaudited)

 

  For the Six Months Ended
  June 30,
    2014   2013
OPERATING ACTIVITIES:                
Net loss   $ (488,155 )   $ (546,179 )
Adjustments to reconcile net loss to net cash provided by operating activities:                
Depreciation and amortization     11,628       14,032  
(Gain) loss on re-measurement of derivative     —         (52,100 )
Bad debt expense     50,000       10,000  
Loss on impairment of inventory     —         57,523  
Penalty for default on convertible note     —         5,000  
Changes in operating assets and liabilities:                
Accounts receivable     820,742       950,770  
Inventory     (140,366 )     57,093  
Prepaid expenses and other assets     (348,044 )     1,825  
Other receivables     —         (1,219 )
Costs in excess of billings on uncompleted contracts     (84,620 )     24,450  
Accounts payable and accrued expenses     (664,379 )     309,016  
Accrued warranty expenses     (3,887 )     (1,987 )
Customer deposits     856,237       77,629  
Net Cash Provided by Operating Activities     9,156       905,853  
INVESTING ACTIVITIES:                
Net Cash Provided By Investing Activities     —         —    
FINANCING ACTIVITIES:                
Proceeds from related party notes payable     —         160,000  
Repayment of related party notes payable     —         (160,000 )
Repayment of advances from contractor     —         (89,855 )
Repayments of long term debt     (7,760 )     (7,331 )
Repayment of capital lease     (1,594 )     (1,326 )
Repayment of factoring line     —         (571,508 )
Net Cash Used in Financing Activities     (9,354 )     (670,020 )
NET INCREASE (DECREASE) IN CASH     (198 )     235,833  
CASH AT BEGINNING OF PERIOD     368,796       85,771  
CASH AT END OF PERIOD   $ 368,598     $ 321,604  
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                
CASH PAID FOR:                
Interest   $ 2,784     $ 5,731  
Income taxes   $ —       $ —    
NON-CASH INVESTING AND FINANCING ACTIVITIES                
Common stock issued for debt   $ —       $ 492,244  

 

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

 

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SUNVALLEY SOLAR, INC.

Notes to Condensed Financial Statements

June 30, 2014 and December 31, 2013

 

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

 

The accompanying financial statements have been prepared by the Company without audit.  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, 2014, 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, 2013 audited financial statements.  The results of operations for the periods ended June 30, 2014 and 2013 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

 

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 those 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.

 

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.   

 

F- 4

 

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

The Company’s inventory consisted of the following at June 30, 2014 and December 31, 2013:

 

    2014   2013
Raw materials   $ 370,261     $ 244,460  
Work in Progress     26,242       1,326  
Finished goods     124,018       134,369  
    $ 520,521     $ 380,155  

 

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 950,000 shares to be issued upon the conversion of the Series A Convertible Preferred Stock. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share. There were 950,000 and 950,000 such potentially dilutive shares excluded as of June 30, 2014 and December 31, 2013, respectively. 

 

NOTE 4 – 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 on 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 completion of substantial completion of the work.

 

As of June 30, 2014 and December 31, 2013, the Company has capitalized $114,316 and $29,696 of costs incurred in relation to installation projects.

 

NOTE 5 – CAPITAL LEASE

 

The Company leased equipment in September 2011 and such lease has been classified as a capital lease because it contained a beneficial by-out option at the end of the lease.   The Company has used the discounted value of future payments as the fair value of this asset and has recorded the discounted value of the remaining payments as a liability.

 

As of June 30, 2014, the Company recognizes the current and long-term lease liability of $3,664 and $5,638, respectively. As of December 31, 2013, the Company has recorded the current and long-term lease liability of $3,342 and $7,554, respectively. Thus, the Company has $9,300 in remaining lease obligation as of June 30, 2014.

 

NOTE 6– SUBSEQUENT EVENTS

 

In accordance with ASC 855, Company management reviewed all material events through the date of this report and there are no material subsequent events to report.

 

F- 5

  

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

 

We are 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, 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.

 

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, racking and panel cleaning 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.

 

  • Getting involved in the private power providing business (Distributed Power Plants).  Developing this line of business will lead to higher profit margins and income to our business. In the future, this line of business could become one of our main income sources.

 

Expansion of Installation Business  

 

We are planning to expand its 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.

 

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  Commercialization of Research and Development

 

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.   The necessary equipment and facilities will be accessed from University of California, San Diego. The Nano3 clean room facilities in the school of Engineering at UCSD are equipped with state-of-the-art micro and nano fabrication equipment and facilities, and can be accessed by outside users with a $107 hourly fee.

 

 The interference pattern that will be recorded in the solar cells will be obtained using an Argon laser operating at 362nm. This laser and its associated equipment is available to us through a special arrangement with the administration office in the University of California, San Diego, as well as the Ultrafast and Nano-scale Optics lab in the Department of Electrical and Computer Engineering in UCSD.

 

 Other equipment will also be required, including coating machine for PV panel testing.

 

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 mainstream 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.

 

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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

 

Develop Distributed Power Plant Business

 

With our resources and experience gained from large scale solar power system designs, installation and other related business, we believe we have unique advantages in the design and installation of large roof-top power plant systems. We are aggressively proposing our Distributed Power Plant solution to utility companies in Southern California. We believe that by collaborating with us on this approach, utility companies will benefit in the form of free installation, field space, and our expertise on large commercial solar system designs, installation and maintenance services, as well as our technical and management experience. By collaborating with us, utility companies can help to achieve their alternative energy requirements under California law.

 

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, 2014 and 2013

 

During the three months ended June 30, 2014, we generated gross revenues of $17,580. Total cost of sales was $7,972, resulting in gross profit of $9,608. Total operating expenses were $282,512, and consisted of salary and wage expenses of $128,864, selling, general and administrative expenses of $63,372, professional fees of $41,276, and bad debt expense of $50,000. We experienced interest expense of $1,589 and other income of $597. Our net loss for the three months ended June 30, 2014 was therefore $273,896.

 

By comparison, during the three months ended June 30, 2013, we generated gross revenues of $516,228. Total cost of sales was $561,002, resulting in gross loss of $44,774. Total operating expenses were $212,220, and consisted of salary and wage expenses of $107,083, selling, general and administrative expenses of $11,416, and professional fees of $93,721. We experienced interest expense of $5,499, other income of $100, and a gain on derivative liability in the amount of $105,362. Our net loss for the three months ended June 30, 2013 was therefore $157,031.

 

During the six months ended June 30, 2014, we generated gross revenues of $19,628. Total cost of sales was $9,835, resulting in gross profit of $9,793. Total operating expenses were $495,893, and consisted of salary and wage expenses of $229,261, selling, general and administrative expenses of $137,622, bad debt expense of $50,000, and professional fees of $79,010. We experienced interest expense of $2,784, and other income of $729. Our net loss for the six months ended June 30, 2014 was therefore $488,155.

 

By comparison, during the six months ended June 30, 2013, we generated gross revenues of $528,884. Total cost of sales was $589,677, resulting in gross loss of $60,793. Total operating expenses were $523,607, and consisted of salary and wage expenses of $208,770, selling, general and administrative expenses of $107,576, bad debt expense of $10,000, impairment of inventory of $57,523, and professional fees of $139,738. We experienced interest expense of $9,037, other income of $158, a default penalty on convertible notes of $5,000, and a gain of $52,100 due to the change in value of a derivative liability. Our net loss for the six months ended June 30, 2013 was therefore $546,179.

 

Our gross revenues decreased during the three and six months ended June 30, 2014 compared to the same periods last year due to the varying implementation periods and completion dates of our various larger projects. Our total operating expenses decreased during the three and six months ended June 30, 2014 compared to the same periods last year due to decreased inventory impairment and professional fees and increased bad debt, payroll and insurance expenses.

 

We are currently working on certain major installation projects with a total contract amount of approximately $8 million dollars. One contract in the amount of $900,000 is expected to be substantially completed by the third quarter of 2014. The rest of the projects, in the amount of approximately $7.1 million dollars, are expected to be substantially completed by the fourth quarter of 2014.

 

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Liquidity and Capital Resources

 

As of June 30, 2014, we had current assets in the amount of $2,379,242, consisting of cash in the amount of $368,598, accounts receivable of $991,500, inventory in the amount of $520,521, costs in excess of billings on uncompleted contracts of $114,316, prepaid expenses and other current assets of $359,307 and restricted cash of $25,000. As of June 30, 2014, we had current liabilities in the amount of $6,051,759. These consisted of accounts payable and accrued expenses in the amount of $4,908,821, customer deposits of $949,950, accrued warranty of $69,652, advances from contractors of $103,389, the current portion of long term debt in the amount of $16,283, and the current portion of a capital lease in the amount of $3,664. Our working capital deficit as of June 30, 2014 was therefore $3,672,517.

 

Our net accounts receivable decreased by $1,035,196 as of  June 30, 2014 compared to December 31, 2013 primarily due to the receipt of customers’ regular monthly payments, utilities rebates and cash grant awards for certain commercial customers during the first six months in 2014. In addition, costs in excess of billings increased $88,652 from December 31, 2013 to June 30, 2014 due to the costs worked on several large installation projects which have been capitalized due to the completion accounting method. The prepaid expenses and other current assets increased by $347,883 from last year mostly due to the advanced deposits we made to our vendor for purchasing materials for certain work-in-progress projects.

 

The company’s accounts payable and accrued expenses reduced by $664,380 for the six months ended June 30, 2014 mostly due to payments paid to our vendor after we received approximately half million dollars of cash grant awards from our customers. In addition, our customers’ deposits increased by $856,237 due to the receipts of certain customers’ prepayments for their installation projects.

 

As of June 30, 2014, our long-term liabilities were $27,018, which consisted of a loan owing to East West Bank with a long term portion of $21,380 and the remaining long term obligations of a capital lease in the amount of $5,638. The principal amount outstanding on the East West Bank loan accrues annual interest at the bank's variable index rate. The East West Bank loan is collateralized by all business assets.

 

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, 2014, there were no off balance sheet arrangements.

  

Going Concern

 

We have experienced recurring losses from operations and had an accumulated deficit of $2,849,472 as of June 30, 2014. 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.

 

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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, 2014. 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, 2014, 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, 2014.

 

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.

 

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PART II – OTHER INFORMATION

 

Item 1.     Legal Proceedings

 

We are a party to the following material pending legal proceedings:

 

We filed a contractual fraud case against one of our commercial installation customers, All Fortune Group LLC (All Fortune), during September 2013 for causes of action including breach of contract, common counts and fraudulent transfer. The relief claimed consists mainly of monetary damages and interest including punitive dames, costs of suits for no less than $1.2 million. As a result of the filing, All Fortune filed a lawsuit against us for causes of action including breach of contract, negligent misrepresentation, intentional misrepresentation and fraud. The relief claimed by All Fortune consists mainly of monetary damages including punitive damages, costs of suit and other recoverable fees and damages. The exact amount sought is unknown. It is not clear that these situations have given rise to liabilities, because we don't know if the situation will result in any future payments. Therefore, no accrued contingency liabilities were recorded as of June 30, 2014.

 

We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

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

 

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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: August 14, 2014
   
 

By:        /s/ Zhijian (James) Zhang

             Zhijian (James) Zhang

Title:     Chief Executive Officer and Director

   
Date: August 14, 2014
   
 

By:       /s/ Mandy Chung

             Mandy Chung

Title:     Chief Financial Officer

 

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CERTIFICATIONS

 

I, Zhijian James Zhang, certify that;

 

1.   I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2014 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: August 14, 2014

 

/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, 2014 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: August 14, 2014

 

/s/ Mandy Chung

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, 2014 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, Principal Financial Officer and Director
Date: August 14, 2014

 

By: /s/  Mandy Chung
Name:  Mandy Chung
Title: Principal Financial Officer
Date: August 14, 2014

 

 

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