UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR
15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED APRIL 30,
2012
[ ] TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to ________
COMMISSION FILE NUMBER 333-148155
Solar Energy Initiatives, Inc.
(Exact Name of Registrant as Specified in its
Charter)
Delaware
|
|
3674
|
|
20-5241121
|
(State or other Jurisdiction of
Incorporation
|
|
(Primary Standard Industrial Classification
Code Number)
|
|
(I.R.S. Employer Identification No.)
|
or Organization)
|
|
|
|
|
2500 Regency Parkway
Cary, NC 27518
(Address of principal executive offices
including zip code)
(904) 644-6090
Registrant’s telephone number, including
area code:
Copies to:
Stephen M. Fleming, Esq.
Law Offices of Stephen M. Fleming PLLC
49 Front Street, Suite #206
Rockville Centre, New York 11570
516-833-5034
516-977-1209 (fax)
Indicate 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. Yes [X] No [
]
Indicate by a check mark whether the Registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller Reporting Company [X]
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State the number of shares outstanding of each of the issuer’s classes
of common equity, as of the latest practicable date: as of May 31, 2012 the Company had 10,814,080 shares of its common
stock, par value per share $0.001, issued and outstanding.
SOLAR ENERGY INITIATIVES, INC.
Form 10-Q for the Quarter Ended April
30, 2012
TABLE OF CONTENTS
PART I
|
FINANCIAL INFORMATION
|
|
|
|
|
|
|
ITEM 1.
|
FINANCIAL STATEMENTS (unaudited)
|
|
F-1
|
|
|
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
|
|
4
|
|
|
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITITATIVE DISCLOSURES ABOUT MARKET RISKS
|
|
8
|
|
|
|
|
ITEM 4
|
CONTROLS AND PROCEDURES
|
|
8
|
|
|
|
|
PART II
|
OTHER INFORMATION
|
|
8
|
|
|
|
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
|
8
|
|
|
|
|
ITEM 1A
|
RISK FACTORS
|
|
8
|
|
|
|
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
|
17
|
|
|
|
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
|
18
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|
|
|
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
|
18
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|
|
|
|
ITEM 5.
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OTHER INFORMATION
|
|
18
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|
|
|
|
ITEM 6.
|
EXHIBITS
|
|
19
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|
|
|
|
|
SIGNATURES
|
|
20
|
Cautionary Statement Regarding Forward-Looking Statements
This Report on Form 10-Q contains forward-looking statements. Forward-looking
statements are statements that do not represent historical facts. We use words such as “may,” “will,” “should,”
“could,” “would,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” “project,” “predict,” “potential,” “continue” and similar
expressions to identify forward-looking statements. Forward-looking statements in this Report on Form 10-Q include, but are not
limited to, those discussed in the section entitled “Management’s Discussion and Analysis or Plan of Operation”, our
plans and expectations regarding future financial results, operating results, business strategies, projected costs, products, competitive
positions, management’s plans and objectives for future operations, and industry trends. These forward-looking statements
are based on information available to us as of the date of this Report on Form 10-Q and current expectations, forecasts and assumptions
and involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by
these forward-looking statements. Such risks and uncertainties include a variety of factors, some of which are beyond our control.
Please see “Item 1A: Risk Factors” and our other filings with the Securities and Exchange Commission for additional
information on risks and uncertainties that could cause actual results to differ. These forward-looking statements should not be
relied upon as representing our views as of any subsequent date, and we are under no obligation to, and expressly disclaim any
responsibility to, update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.
Estimates of future financial results are inherently unreliable.
From time to time, representatives of Solar Energy Initiatives,
Inc. (” “Solar Energy,” the “Company,” “we,” “our,” or “us”) may
make public predictions or forecasts regarding the Company’s future results, including estimates regarding future revenues, expense
levels, earnings or earnings from operations. Any forecast regarding the Company’s future performance reflects various assumptions.
These assumptions are subject to significant uncertainties, and, as a matter of course, many of them will prove to be incorrect.
Further, the achievement of any forecast depends on numerous factors (including those described in this discussion), many of which
are beyond the Company’s control. As a result, there can be no assurance that the Company’s performance will be consistent with
any management forecasts or that the variation from such forecasts will not be material and adverse. Investors are cautioned not
to base their entire analysis of the Company’s business and prospects upon isolated predictions, but instead are encouraged to
utilize the entire available mix of historical and forward-looking information made available by the Company, and other information
affecting the Company and its products, when evaluating the Company’s prospective results of operations. In addition,
representatives of the Company may occasionally comment publicly on the perceived reasonableness of published reports by independent
analysts regarding the Company’s projected future performance. Such comments should not be interpreted as an endorsement or adoption
of any given estimate or range of estimates or the assumptions and methodologies upon which such estimates are based. Undue reliance
should not be placed on any comments regarding the conformity, or lack thereof, of any independent estimates with the Company’s
own present expectations regarding its future results of operations. The methodologies employed by the Company in arriving at its
own internal projections and the approaches taken by independent analysts in making their estimates are likely different in many
significant respects. Although the Company may presently perceive a given estimate to be reasonable, changes in the Company’s business,
market conditions or the general economic climate may have varying effects on the results obtained through the use of differing
analyses and assumptions. The Company expressly disclaims any continuing responsibility to advise analysts or the public markets
of its view regarding the current accuracy of the published estimates of outside analysts. Persons relying on such estimates should
pursue their own independent investigation and analysis of their accuracy and the reasonableness of the assumptions on which they
are based.
The following information should be read in conjunction with the
condensed consolidated Financial Statements and the accompanying Notes to condensed consolidated Financial Statements included
in this Report on Form 10-Q. Our fiscal year ends on July 31 of the applicable calendar year. All references to fiscal periods
apply to our fiscal quarters or year which ends on the last day of the calendar month end.
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Solar Energy Initiatives, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
April 30, 2012
|
|
|
July 31, 2011
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
2
|
|
|
$
|
8,703
|
|
Inventory
|
|
|
2,692
|
|
|
|
6,692
|
|
Prepaid and other current assets
|
|
|
-
|
|
|
|
3,781
|
|
Total current assets
|
|
|
2,694
|
|
|
|
19,176
|
|
|
|
|
|
|
|
|
|
|
Fixed assets, net
|
|
|
1,614
|
|
|
|
17,509
|
|
Total assets
|
|
$
|
4,308
|
|
|
$
|
36,685
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
992,310
|
|
|
$
|
977,826
|
|
Due to related parties
|
|
|
100,000
|
|
|
|
100,000
|
|
Accrued expenses
|
|
|
134,440
|
|
|
|
87,750
|
|
Convertible debentures, net
|
|
|
130,613
|
|
|
|
98,694
|
|
Total current liabilities
|
|
|
1,357,363
|
|
|
|
1,264,270
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
Stockholders’ (deficit)
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par; 10,000,000 authorized 0 and 0 issued
and outstanding
|
|
|
-
|
|
|
|
-
|
|
Common stock, $0.001 par; 750,000 authorized 8,688,034 issued and 7,345,925
outstanding April 30, 2012; and 5,648,402 issued and outstanding July 31, 2011, respectively
|
|
|
7,346
|
|
|
|
5,648
|
|
Paid-in capital
|
|
|
14,842,463
|
|
|
|
14,765,381
|
|
Deferred compensation
|
|
|
(10,416
|
)
|
|
|
(247,449
|
)
|
Accumulated deficit
|
|
|
(16,192,448
|
)
|
|
|
(15,751,165
|
)
|
Total stockholders’ (deficit)
|
|
|
(1,353,055
|
)
|
|
|
(1,227,585
|
)
|
Total liabilities and stockholders’ (deficit)
|
|
$
|
4,308
|
|
|
$
|
36,685
|
|
The accompanying notes are an integral part
of these condensed consolidated financial statements.
Solar Energy Initiatives, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
|
|
For the Three
Months Ended
|
|
|
For the Three
Months Ended
|
|
|
|
April 30, 2012
|
|
|
April 30, 2011
|
|
|
|
|
|
|
|
|
Revenues, net
|
|
$
|
-
|
|
|
$
|
520,865
|
|
Cost of sales
|
|
|
-
|
|
|
|
492,282
|
|
Gross profit
|
|
|
-
|
|
|
|
28,583
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
109,768
|
|
|
|
543,064
|
|
Total operating expenses
|
|
|
109,768
|
|
|
|
543,064
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(109,768
|
)
|
|
|
(514,481
|
)
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
-
|
|
|
|
(1,182,976
|
)
|
Interest expense
|
|
|
(24,992
|
)
|
|
|
(31,602
|
)
|
Total other income (expense)
|
|
|
(24,992
|
)
|
|
|
(1,214,578
|
)
|
|
|
|
|
|
|
|
|
|
Loss before provision for income taxes
|
|
|
(134,760
|
)
|
|
|
(1,729,059
|
)
|
Provision for income taxes
|
|
|
-
|
|
|
|
-
|
|
Net loss
|
|
|
(134,760
|
)
|
|
|
(1,729,059
|
)
|
|
|
|
|
|
|
|
|
|
Loss attributable to non-controlling interest
|
|
|
-
|
|
|
|
-
|
|
Loss attributable to Solar Energy Initiatives, Inc.
|
|
$
|
(134,760
|
)
|
|
$
|
(1,729,059
|
)
|
|
|
|
|
|
|
|
|
|
Net loss attributable to Solar Energy Initiatives, Inc.’ per share – basic and diluted
|
|
$
|
(0.02
|
)
|
|
$
|
(1.79
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding – basic and diluted
|
|
|
5,734,099
|
|
|
|
964,066
|
|
The accompanying notes are an integral part
of these condensed consolidated financial statements.
Solar Energy Initiatives, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
|
|
For the Nine
Months Ended
|
|
|
For the Nine
Months Ended
|
|
|
|
April 30, 2012
|
|
|
April 30, 2011
|
|
|
|
|
|
|
|
|
Revenues, net
|
|
$
|
-
|
|
|
$
|
1,285,770
|
|
Cost of sales
|
|
|
-
|
|
|
|
1,049,613
|
|
Gross profit
|
|
|
-
|
|
|
|
236,157
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
345,279
|
|
|
|
2,952,320
|
|
Total operating expenses
|
|
|
345,279
|
|
|
|
2,952,320
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(345,279
|
)
|
|
|
(2,716,163
|
)
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
-
|
|
|
|
(1,182,976
|
)
|
Interest expense
|
|
|
(96,004
|
)
|
|
|
(217,991
|
)
|
Total other income (expense)
|
|
|
(96,004
|
)
|
|
|
(1,400,967
|
)
|
|
|
|
|
|
|
|
|
|
Loss before provision for income taxes
|
|
|
(441,283
|
)
|
|
|
(4,117,130
|
)
|
Provision for income taxes
|
|
|
-
|
|
|
|
-
|
|
Net loss
|
|
|
(441,283
|
)
|
|
|
(4,117,130
|
)
|
|
|
|
|
|
|
|
|
|
Loss attributable to non-controlling interest
|
|
|
-
|
|
|
|
(165,683
|
)
|
Loss attributable to Solar Energy Initiatives, Inc.
|
|
$
|
(441,283
|
)
|
|
$
|
(3,951,447
|
)
|
|
|
|
|
|
|
|
|
|
Net loss attributable to Solar Energy Initiatives, Inc.’ per share – basic and diluted
|
|
$
|
(0.08
|
)
|
|
$
|
(6.72
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding – basic and diluted
|
|
|
5,734,099
|
|
|
|
587,721
|
|
The accompanying notes are an integral part
of these condensed consolidated financial statements.
Solar Energy Initiatives, Inc.
CONDENSED CONSOLIDATED STATEMENTS
OF STOCKHOLDERS’ DEFICIT
|
|
Common Stock
|
|
|
Additional
Paid-in
|
|
|
Deferred
|
|
|
Accumulated
|
|
|
Total
Stockholders’
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Comp
|
|
|
Deficit
|
|
|
Deficit
|
|
Balances July 31, 2011 (audited)
|
|
|
5,648,758
|
|
|
$
|
5,648
|
|
|
$
|
14,765,381
|
|
|
$
|
(247,449
|
)
|
|
$
|
(15,751,165
|
)
|
|
$
|
(1,227,585
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for payment of services
|
|
|
716,250
|
|
|
|
716
|
|
|
|
68,471
|
|
|
|
|
|
|
|
|
|
|
|
69,187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for director & officer compensation
|
|
|
700,000
|
|
|
|
700
|
|
|
|
50,300
|
|
|
|
|
|
|
|
|
|
|
|
51,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancellation of shares previously issued for deferred compensation
|
|
|
(400,000
|
)
|
|
|
(400
|
)
|
|
|
(139,600
|
)
|
|
|
140,000
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount on convertible debentures due to beneficial conversion feature
|
|
|
|
|
|
|
|
|
|
|
88,093
|
|
|
|
|
|
|
|
|
|
|
|
88,093
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for convertible debt
|
|
|
680,917
|
|
|
|
681
|
|
|
|
9,819
|
|
|
|
|
|
|
|
|
|
|
|
10,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
97,033
|
|
|
|
|
|
|
|
97,033
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reverse stock split adjustment
|
|
|
356
|
|
|
|
1
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(441,283
|
)
|
|
|
(441,283
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances April 30, 2012 (unaudited)
|
|
|
7,345,925
|
|
|
$
|
7,346
|
|
|
$
|
14,842,463
|
|
|
$
|
(10,416
|
)
|
|
$
|
(16,192,448
|
)
|
|
$
|
(1,353,056
|
)
|
The accompanying notes are an integral part
of these condensed consolidated financial statements.
Solar Energy Initiatives, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
(UNAUDITED)
|
|
For the Nine
Months Ended
|
|
|
For the Nine
Months Ended
|
|
|
|
April 30, 2012
|
|
|
April 30, 2011
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(441,283
|
)
|
|
|
(4,117,130
|
)
|
Adjustments to reconcile net loss to net cash used by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
15,895
|
|
|
|
5,904
|
|
Accretion of discount on convertible debt
|
|
|
85,012
|
|
|
|
339,962
|
|
Stock based compensation
|
|
|
148,720
|
|
|
|
1,551,130
|
|
Ratchet provisions
|
|
|
-
|
|
|
|
1,260,000
|
|
Stock issued for retroactive treatement on stock
|
|
|
-
|
|
|
|
179,490
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
-
|
|
|
|
10,174
|
|
Inventory
|
|
|
4,000
|
|
|
|
177,545
|
|
Prepaid expenses and other current assets
|
|
|
3,781
|
|
|
|
(1,662
|
)
|
Deposits and other assets
|
|
|
|
|
|
|
3,598
|
|
Accounts payable
|
|
|
14,484
|
|
|
|
(59,938
|
)
|
Accounts payable, related party
|
|
|
-
|
|
|
|
(20,352
|
)
|
Commissions payable
|
|
|
-
|
|
|
|
(1,882
|
)
|
Accrued expenses
|
|
|
115,190
|
|
|
|
(163,781
|
)
|
Project development costs
|
|
|
-
|
|
|
|
560,274
|
|
Deferred revenue
|
|
|
-
|
|
|
|
(79,230
|
)
|
Due to related party
|
|
|
-
|
|
|
|
(155,804
|
)
|
Net cash used by operating activities
|
|
|
(54,201
|
)
|
|
|
(511,702
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
Purchase of fixed assets
|
|
|
-
|
|
|
|
(8,187
|
)
|
Spin off of Solar Park
|
|
|
-
|
|
|
|
(995,859
|
)
|
Net cash used by investing activities
|
|
|
-
|
|
|
|
(1,004,046
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Proceeds from convertible debenture
|
|
|
45,500
|
|
|
|
190,000
|
|
Net proceeds from private placements
|
|
|
-
|
|
|
|
325,000
|
|
Proceeds from subsidiary loans
|
|
|
|
|
|
|
991,255
|
|
Net cash provided by financing activities
|
|
|
45,500
|
|
|
|
1,506,255
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(8,701
|
)
|
|
|
(9,493
|
)
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of year
|
|
|
8,703
|
|
|
|
30,153
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
2
|
|
|
$
|
20,660
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES
|
|
|
|
|
|
|
Cash operating activities:
|
|
|
|
|
|
|
Interest paid
|
|
$
|
-
|
|
|
$
|
217,991
|
|
Taxes paid
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Spin off of Solar Park:
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
-
|
|
|
$
|
4,604
|
|
Other assets
|
|
|
-
|
|
|
|
40,204
|
|
Property and equipment
|
|
|
-
|
|
|
|
8,178
|
|
Accounts payable
|
|
|
-
|
|
|
|
(64,738
|
)
|
Accrued expenses
|
|
|
-
|
|
|
|
(53,077
|
)
|
Due to Solar Park
|
|
|
-
|
|
|
|
51,901
|
|
Notes payable
|
|
|
-
|
|
|
|
(97,000
|
)
|
Deferred compensation
|
|
|
-
|
|
|
|
488,251
|
|
Stock payable
|
|
|
-
|
|
|
|
(268
|
)
|
Additional paid in capital
|
|
|
-
|
|
|
|
(378,056
|
)
|
Total Spin -Off
|
|
$
|
-
|
|
|
$
|
-
|
|
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for deferred compensation
|
|
$
|
-
|
|
|
$
|
923,549
|
|
Discounts from warrants and beneficial conversion feature
|
|
$
|
88,093
|
|
|
$
|
116,618
|
|
Subsidiary options granted for other assets
|
|
$
|
-
|
|
|
$
|
40,204
|
|
Stock issued for accounts payable and accrued expenses
|
|
$
|
68,500
|
|
|
$
|
36,333
|
|
Stock issued for conversion of notes payable and convertible debt
|
|
$
|
10,500
|
|
|
$
|
455,717
|
|
Common stock subscription cancelled
|
|
$
|
-
|
|
|
$
|
(20,000
|
)
|
Due to related parties purchased by third parties
|
|
$
|
-
|
|
|
$
|
100,000
|
|
Stock payable for services
|
|
$
|
-
|
|
|
$
|
(206,141
|
)
|
Cancellation of shares previously issued for deferred compensation
|
|
$
|
140,000
|
|
|
$
|
-
|
|
The accompanying notes
are an integral part of these condensed consolidated financial statements.
Solar Energy Initiatives, Inc.
Notes to Condensed Consolidated Financial
Statements
April 30, 2012
(UNAUDITED)
Note
1 – Nature of Operations
Solar
Energy Initiatives, Inc. was formed on June 20, 2006 and is a Delaware Corporation. On August 20, 2008, Solar Energy,
Inc., a Florida corporation, was formed as a wholly owned subsidiary of Solar Energy Initiatives, Inc. to operate acquired solar
assets, which includes the World Wide Web domain name www.solarenergy-us.com , and the relationship management of an
independent solar equipment dealer network. In March 2010, Solar Energy Initiatives, Inc. formed SNRY Power, Inc.
Throughout
this Report, Solar Energy Initiatives, Inc., Solar Energy, Inc. and SNRY Solar, Inc and SNRY Power, Inc. may be individually and
collectively hereafter referred to as: the “Company”, “Solar Energy”, “we”, or “us”.
Business Description
Solar
Energy Initiatives, Inc. (OTCBB: SNRY), is a diversified provider of solar solutions with two principal wholly owned subsidiaries
focused on large-scale projects.
The
SNRYPower, Inc. subsidiary is a developer and manager of municipal and commercial scale solar projects.
The
SNRYSolar Inc subsidiary as a wholesale distributor of branded photovoltaic and thermal (water heating) systems selling via a network
of dealers throughout the United States and the Caribbean.
Solar
Energy Initiatives, Inc. (the “Company”) was formed on June 20, 2006 and is a Delaware Corporation. On August
20, 2008, Solar Energy, Inc., a Florida corporation, was formed as a wholly owned subsidiary of the Company to operate acquired
solar assets, and the relationship management of an independent solar equipment dealer network. On September 25, 2009,
Solar Energy Initiatives, Inc. formed a wholly owned subsidiary Solar Park Initiatives, Inc. (SPI), a Nevada corporation, to develop
large utility-scale solar projects.
The
Company sold its interests in SolarEnergy.com, a domain name and digital property back to its original owner during the 4th quarter
of 2010 for cancellation of $400,000 of debt.
In
March 2010, Solar Energy Initiatives, Inc. formed SNRY Power, Inc.
On
January 19, 2011 the Company completed a distribution of 21,326,912 shares it held with Solar Park Initiatives, Inc. (SPI) to the
Company’s shareholders, reducing its current ownership in SPI to approximately 22%.
The
Company sold its business assets for Solar EOS, dedicated to the education and continuous improvement of solar energy trade professionals,
during the 3rd quarter of 2011 for Note of $165,450 over three years annual payments and payment of debts of the Company for
a total value of $200,000.
During
the third quarter and continuing through the fourth quarter of the current fiscal year, the Company continues to experience cash
flow difficulties that were exacerbated by the economy, the long development cycle of project development and lack of private capital
investment. As a result, the Company has reduced portions of its operations although it continues to pursue its business
model.
We
are primarily focusing our sales efforts in regions where electricity prices and government incentives are attractive and have
accelerated solar power adoption. The business segments we have identified to pursue can require a significant level
of expertise and capital. Currently the Company has found a very good working business model, working with many states
and counties and banks that understand how to make the solar projects successful. The executive management has currently
been focusing on this working business model to improve profit margins, identify viable and bankable projects of significant size,
and too install using all efforts towards those financially viable projects. We have obtained the expertise, and continue to seek the
necessary capital to further develop our plan and focus on this improved business model. The management has found the
necessary expertise focusing on these strategies, however if we are unable to continue to acquire or develop such expertise or
capital, we may not be able to fully develop our planned business and ultimately may be required to cease operations. We
anticipate that the end customers of our sales processes will be homeowners, owners of large commercial and industrial buildings
and facilities, municipalities and owners of large tracts of undeveloped land.
Business Focus
Our
business is to market and sell solar power projects, and services. Specifically, we are engaged in the following:
|
1)
|
Develop commercial projects, as the owner and operator, and sell power to the municipality, building owner or tenant
|
|
2)
|
Develop its South Carolina plant facility into a solar assembly, warehouse and distribution facility.
|
We
offer solar power products including solar panels, inverters and balance of system which convert sunlight into utility quality
electricity, and solar thermal systems which utilizes the sun’s radiation to heat water for homes and commercial applications. Installation
and maintenance of these solar power products is performed by either the dealer network or 3rd party vendors identified by
us. Our initial solar installation sales efforts are focused on supporting our dealer network’s sales to residential, commercial
customers and the sale of solar systems to owner/operators where the energy generated will be sold to municipal customers.
In
2009 we entered into a contract with a Western United States municipality where we agreed to build, own and operate a solar electric
system we contracted for installation on buildings identified by the municipality. The successful funding, construction
and commissioning of the 800 kilowatt solar electric system has verified this vertical of our business plan. In 2010 we entered
into several Letters of Intent to build, own and operate solar arrays on property owned by municipalities in North Carolina, Georgia
and Pennsylvania. Although project and term funding were not provided during fiscal year 2010, the Company obtained project funding
in October, 2010 to construct 500 KW’s of a 1 MW project in North Carolina for a municipality and sold the project in February
2011. The Company is currently in negotiations with various third parties to provide funding to build out several of its pipeline
projects in North Carolina for a combined 2.0 MW’s, as well as, a 1MW project in Pennsylvania and 3.5 MW’s of projects
in South Carolina.
In
connection with our solar park development business, we intend to provide solar power systems to end customers on a turn-key, whole-solution
basis by identifying and developing the project, and procuring financing, permits, equipment, construction and operational resources. As
our business matures we may also provide engineering, manage construction, and provide monitoring, operations and maintenance services
to the projects.
We
buy products for our solar sales activities from manufacturers and vendors around the world. We buy products at wholesale
prices based on market rates, and have relationships within the distribution and supply trade.
Note
2 – Going Concern
Our
financial statements are prepared using accounting principles generally accepted in the United States of America applicable to
a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We
have incurred losses from operations since our inception, and at the present time will need additional capital to maintain operations
and execute our business plan. As such, our ability to continue as a going concern is contingent upon us being able
to secure an adequate amount of debt or equity capital to enable us to meet our cash requirements. In addition, our
ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered
by entrance into established markets, the competitive environment in which we operate and the current credit shortage facing world
wide markets.
Since
inception, our operations have primarily been funded through private equity financing, and we expect to continue to seek additional
funding through private or public equity and debt financing.
However,
there can be no assurance that our plans discussed above will materialize and/or that we will be successful in funding our estimated
cash shortfalls through additional debt or equity capital and/or any cash generated by our operations. These factors, among others,
indicate that we may be unable to continue as a going concern for a reasonable period of time.
We
anticipate our operations will be sufficient to provide adequate operating revenue to maintain the business. Adding
at least $1,250,000 in funds will allow us to quickly move forward with projects in hand which, if successful, should provide cash
flow allowing for advantageous inventory purchases and the securing of additional projects, potentially increasing our growth and
profitability. With more capital, we would also add additional staff and start development of other projects. Currently
we have approximately $0 in cash on hand. The current level of cash is not enough to cover the fixed and
variable obligations of the Company, so increased sales performance and the addition of more capital are critical to our success.
Assuming
we are successful in our sales/development effort, we believe that we will be able to raise additional funds through the sale
of our stock to either current or new shareholders. There is no guarantee that we will be able to raise additional funds or to
do so at an advantageous price.
Our
financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts
or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern
Note
3 – Summary of Significant Accounting Policies
Basis
of Presentation and principles of consolidation
- The accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America. The consolidated financial statements
include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions are eliminated
in final consolidation.
Management’s
opinion that all adjustments necessary for a fair statement of the results for the interim periods have been made, and all adjustments
are of a normal recurring nature or a description of the nature and amount of any adjustments other than normal recurring
adjustments have been made.
Financial
Instruments
- The Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable, and
notes receivable and payable. These financial instruments are stated at their respective carrying values, which approximate their
fair values.
Use
of Estimates
- The preparation of financial statements in conformity with accounting principles generally accepted in
the United States of America requires us to make certain 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. The reported amounts of
revenues and expenses during the reporting period may be affected by the estimates and assumptions we are required to make. Estimates
that are critical to the accompanying financial statements arise from our belief that we will secure an adequate amount of cash
to continue as a going concern, that our allowance for doubtful accounts is adequate to cover potential losses in our receivable
portfolio, that all long-lived assets are recoverable. The markets for our products are characterized by intense competition,
rapid technological development, evolving standards, short product life cycles and price competition, all of which could impact
the future realization of our assets. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected
in the period that they are determined to be necessary. It is at least reasonably possible that our estimates could change in the
near term with respect to these matters.
Revenue
Recognition
- The Company recognizes revenue in accordance with the Securities and Exchange Commission’s (“SEC”)
Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition”. The Company generates revenue from the
sale of training, photovoltaic panels, photovoltaic roofing systems, solar thermal products, balance of system products, and management
system products to our dealer network or other parties. The Company anticipates it will not perform any installations. SAB
No. 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement
exists; (2) delivery has occurred or services rendered; (3) the seller’s price to the buyer is fixed and determinable;
and (4) collectability is reasonably assured. Amounts billed or received from customers in advance of performance are recorded
as deferred revenue.
Allowance
for Doubtful Accounts
- The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts.
There were no accounts receivable balances at April 30, 2012.
Warranty
Reserves
- The Company purchases its products for sale from third parties. The manufacturer warrants or guarantees
the operating integrity, and performance of photovoltaic solar products at certain levels of conversion efficiency for extended
periods, up to 25 years. The manufacturer also warrants or guarantees the functionality of inverters and balance of systems
up to 10 years. Therefore, the Company does not recognize warranty expense.
Shipping
and Handling Fees and Costs
-
Shipping and handling fees, if billed to customers, are included in net sales.
Shipping and handling costs associated with inbound freight are expensed as incurred. Shipping and handling costs associated with
outbound freight are classified as cost of sales.
Cash
and Cash Equivalents
- Cash and cash equivalents consist primarily of cash on deposit, and money market accounts that
are readily convertible into cash.
Inventory
-
Inventories
consist of photovoltaic solar panels, solar thermal panels and components, other component materials for specific customer orders
and spare parts, and are valued at lower of cost (first-in, first-out) or market. Management provides a reserve to reduce inventory
to its net realizable value. Certain factors could impact the realizable value of inventory, so management continually
evaluates the recoverability based on assumptions about customer demand and market conditions. The evaluation may take into consideration
expected demand, new product development; the effect new products might have on the sale of existing products, product obsolescence,
and other factors. The reserve or write - down is equal to the difference between the cost of inventory and the estimated market
value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those
projected by management, additional inventory reserves or write-downs may be required. If actual market conditions are more favorable,
reserves or write-downs may be reversed. As of April 30, 2012 and July 31, 2011 inventory was $2,692 and
$6,692, respectively.
Fixed
Assets
- Fixed assets are stated at cost less accumulated depreciation and amortization. Depreciation and amortization
of equipment and improvements are provided over the estimated useful lives of the assets, or the related lease terms if shorter,
by the straight-line method. Useful lives range as follows:
Category
|
|
Useful Lives
|
Computers and networks
|
|
3 years
|
Machinery and equipment
|
|
5-7 years
|
Furniture and fixtures
|
|
5-7 years
|
Office equipment
|
|
3-10 years
|
Leasehold improvements
|
|
Lesser of lease term or useful life of asset
|
Maintenance
and repairs are expensed as incurred. Expenditures for significant renewals or betterments are capitalized. Upon disposition, the
cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in current
operations.
The Company
periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful lives of
fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an
estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.
During the period ended April 30, 2012, the Company reduced the value of fixed assets by $10,000 due to impairment.
Stock-Based
Compensation
- We recognize stock-based compensation net of an estimated forfeiture rate and only recognize compensation
cost for those shares expected to vest over the requisite service period of the award. The Company issues stock as
compensation for services at the current market fair value.
We
account for equity instruments issued for services based on the fair value of the consideration received or the fair value of the
equity instruments, whichever is more reliably measurable. Stock based compensation was determined using the fair value of the
services performed due to the lack of historical fair value of the equity instruments.
Determining
the appropriate fair value model and calculating the fair value of share-based payment awards require the input of highly subjective
assumptions, including the expected life of the share-based payment awards and stock price volatility. The assumptions used in
calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve
inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions,
our stock-based compensation expense could be materially different in the future. In addition, we are required to estimate the
expected forfeiture rate and only recognize expense for those shares expected to vest. If our actual forfeiture rate is materially
different from our estimate, the stock-based compensation expense could be significantly different from what we have recorded in
the current period.
Income
Taxes
- Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred
income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount
of deferred tax assets that, based on available evidence, are not expected to be realized. We must recognize the
tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination
by the taxing authorities, based on the technical merits of the position. We measure the tax benefits recognized in the consolidated
financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized
upon ultimate resolution. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous
and are often ambiguous. As such, we are required to make many subjective assumptions and judgments regarding our income tax exposures.
Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to our subjective
assumptions and judgments which can materially affect amounts recognized in our consolidated financial statements.
Foreign
Currency
- Gains and losses from foreign exchange transactions will be included in the statements of operations.
Currently there are none.
Basic
and Diluted Net Loss per Share
- Basic net loss per share is computed by dividing the loss for the period by the weighted
average number of common shares outstanding for the period. Fully diluted loss per share reflects the potential dilution of securities
by including other potential issuances of common stock, including shares to be issued upon exercise of stock options and warrants,
in the weighted average number of shares of common stock outstanding for a period and is not presented where the effect is anti-dilutive.
Concentrations
of Credit Risk
Cash
and cash equivalents
- The Company maintains cash balances at a financial institution in Ponte Vedra Beach, Florida.
Accounts at these institutions are secured by the Federal Deposit Insurance Corporation up to $250,000. At times, balances may
exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company is not exposed to any
significant credit risk with respect to its cash and cash equivalents.
Note
4 – Recent Accounting Pronouncements
On
January 1, 2012, the Company adopted changes issued by the Financial Accounting Standards Board (FASB) to conform existing guidance
regarding fair value measurement and disclosure between GAAP and International Financial Reporting Standards. These changes both
clarify the FASB’s intent about the application of existing fair value measurement and disclosure requirements and amend
certain principles or requirements for measuring fair value or for disclosing information about fair value measurements. The clarifying
changes relate to the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument
classified in a reporting entity’s shareholders’ equity, and disclosure of quantitative information about unobservable
inputs used for Level 3 fair value measurements. The amendments relate to measuring the fair value of financial instruments that
are managed within a portfolio; application of premiums and discounts in a fair value measurement; and additional disclosures concerning
the valuation processes used and sensitivity of the fair value measurement to changes in unobservable inputs for those items categorized
as Level 3, a reporting entity’s use of a nonfinancial asset in a way that differs from the asset’s highest and best
use, and the categorization by level in the fair value hierarchy for items required to be measured at fair value for disclosure
purposes only. Other than the dditional disclosure requirements, the adoption of these changes had no impact on the Consolidated
Financial Statements.
On
January 1, 2012, the Company adopted changes issued by the FASB to the presentation of comprehensive income. These changes give
an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive
income either in a single continuous statement of comprehensive income or in two separate but consecutive statements; the option
to present components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated.
The items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified
to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. Management
elected to present the two-statement option. Other than the change in presentation, the adoption of these changes had no impact
on the Consolidated Financial Statements.
In
December 2011, the Financial Accounting Standards Board (“FASB”) released Accounting Standards Update No. 2011-10 (“ASU
2011-10”), Property, Plant and Equipment (Topic 360): De-recognition of in Substance Real Estate—a Scope Clarification
(a consensus of the FASB Emerging Issues Task Force). ASU 2011-10 clarifies when a parent (reporting entity) ceases to have a controlling
financial interest in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse
debt, the reporting entity should apply the guidance for Real Estate Sale (Subtopic 360-20). The provisions of ASU 2011-10 are
effective for public companies for fiscal years and interim periods within those years, beginning on or after June 15, 2012. When
adopted, ASU 2011-10 is not expected to materially impact our consolidated financial statements.
Note
5 – Inventory
Inventories consist of photovoltaic solar panels, solar thermal
panels and components, other component materials for specific customer orders and spare parts, and are valued at lower of cost
(first-in, first-out) or market. Management provides a reserve to reduce inventory to its net realizable value. Inventory
consisted of the following as of.
|
|
April 30
|
|
|
July 31
|
|
|
|
2012
|
|
|
2011
|
|
Photovoltaic Solar panels and components
|
|
$
|
-0-
|
|
|
$
|
-0-
|
|
Thermal Solar panels and components
|
|
|
2,692
|
|
|
|
6,692
|
|
Other components and materials
|
|
|
-
|
|
|
|
-
|
|
Total Inventory
|
|
$
|
2,692
|
|
|
$
|
6,692
|
|
Note
6 – Fixed Assets
Fixed assets consisted of the following as of :
|
|
|
April 30
|
|
|
July 31
|
|
Category
|
Useful Lives
|
|
2012
|
|
|
2011
|
|
Furniture fixtures and equipment
|
5-7 years
|
|
$
|
39,414
|
|
|
$
|
39,414
|
|
Less accumulated depreciation
|
|
|
|
37,800
|
|
|
|
21,905
|
|
Net fixed assets
|
|
|
$
|
1,614
|
|
|
$
|
17,509
|
|
During the quarters ended April 30, 2012, and April 30, 2011 depreciation,
totaling $1,965 and $1,965, respectively, was charged to selling, general and administrative expenses.
Note 7– Accrued Expenses
Accrued expenses consist of the following as of:
|
|
|
April 30
|
|
|
|
July 31
|
|
|
|
|
2012
|
|
|
|
2011
|
|
Interest for notes and convertible debentures
|
|
$
|
7,669
|
|
|
$
|
1,739
|
|
Salaries and taxes payable
|
|
|
8,291
|
|
|
|
14,291
|
|
Professional and other fees
|
|
|
118,480
|
|
|
|
71,720
|
|
|
|
$
|
134,440
|
|
|
$
|
87,750
|
|
Note 8 – Convertible Debentures
On May
25, 2011 and July 8, 2011, the Company entered into two Securities Purchase Agreements with Asher Enterprises, Inc.
(“Asher”), for the sale of two 8% convertible notes each in the principal amount of $32,500 (the “Notes”),
to mature on November 25, 2011 and January 8, 2012, respectively. The Notes bear interest at the rate
of 8% per annum. The Notes were convertible into common stock, at Asher’s option, at a 39% discount to
the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. The
beneficial conversion feature value accounted for in the discount to notes was $22,526 and $12,421, respectively.
On October
17, 2011, the Company entered into two Amendments to the Notes with Asher, pursuant to which the discount of the conversion price
was increased to 65% of the average of the three lowest closing bid prices of the common stock during the 10 trading day period
prior to conversion. The beneficial conversion feature value accounted for in the amended discount to notes was
$87,637.
On October
24, 2011, the Company entered into a Securities Purchase Agreement with Asher Enterprises, Inc. (“Asher”),
for the sale of an 8% convertible note in the principal amount of $27,500 (the “Note”), to mature on April 28, 2012. The Note bears
interest at the rate of 8% per annum. The Note is convertible into common stock, at Asher’s option,
at a 50% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading
day period prior to conversion. The beneficial conversion feature value accounted for in the discount to notes
was $25,160.
On March
12, 2012, the Company entered into a Securities Purchase Agreement with Asher Enterprises, Inc. (“Asher”),
for the sale of an 8% convertible note in the principal amount of $18,000 (the “Note”), to mature on December 12, 2012. The Note bears
interest at the rate of 8% per annum. The Note is convertible into common stock, at Asher’s option,
at a 50% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading
day period prior to conversion. The beneficial conversion feature value accounted for in the discount to notes
was $18,000.
Note 9 – Stockholders’ Deficit
Common Stock
- On March 28, 2011, the authorized number of
shares of the Company was increased from 100,000,000 to 750,000,000, $0.001 par value per share.
During August 2011, the Company issued 6,250
to a consultant for services valued at $1,187.
Discount on notes due to beneficial conversions
features were valued at $25,160.
Amortization of deferred compensation expense
was $68,067.
During November 2011, the Company issued 325,000
for payment for services to three consultants valued at $48,750.
During November 2011, the Company cancelled
400,000 shares issued for deferred compensation valued at $140,000.
During November 2011, the Company issued 100,000
shares for director compensation, valued at $15,000.
During November 2011, the Company cancelled
140,000 shares previously accounted for under deferred compensation for a value of $140,000.
During
November, 2011 the Company has also pursued plans to acquire the assets of an Internet marketing firm. The company has
signed a definitive agreement and the close of the acquisition is scheduled for April, 2012. The closing has been extended until
July 15, 2012. The company anticipates the closing of the acquisition pending the ability to secure the necessary capital.
On December 22, 2011, Solar
Energy Initiatives Inc. (the “Company”) filed a Certificate of Correction to its Certificate of Amendment to the Certificate
of Incorporation (the “Certificate”) to effect a reverse stock split of all outstanding shares of common stock at a
ratio of 1 for 100 (the “Reverse Stock Split”). Fractional shares outstanding after the Reverse Stock Split will be
rounded up to the next highest number of full shares. The Certificate was approved by the Board of Directors and shareholders holding
a majority of the issued and outstanding shares of common stock. The effective date of the Reverse Stock Split is March 7, 2012
and has been reflected retroactively in the financial statements.
In connection with the
Reverse Stock Split, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory
Authority in November 2011. The Reverse Stock Split was implemented by FINRA on March 7, 2012. Our symbol on the OTCQX will be
SNRYD for 20 business days from March 7, 2012. Our new CUSIP number is 83416P207.
During March and April, 2012, the Company converted
debt of $10,500 into 680,917 shares of common stock.
During April, 2012, the Board approved an increase
in S-8 shares of 2,000,000, to pay for consulting and professional fees. One consultant was paid 385,000 common shares for services
rendered, with a value of $19,250.
During April 2012, the Company paid an officer
and director 600,000 shares for accrued consulting services, with a value of $36,000.
Note 10 – Commitments and Contingencies
Operating Leases
The following is a schedule by years of future minimum rental payments
required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year.
Fiscal period ending April 30, 2012
|
|
|
-0-
|
|
|
|
|
|
|
Thereafter
|
|
|
-0-
|
|
Total
|
|
$
|
-0-
|
|
In March, 2010 the Company signed a 3-year lease agreement, with
option to purchase, with the Williamsburg County Development Corporation for the use of a building in Kingstree, SC. Approximately
6,000 sq. ft. of the building is expected to be used for technical and dealer training of solar applicants. The remaining
230,000 sq. ft. of building space is expected to be used as a distribution and light manufacturing facility. The annual
lease rate for the building is $5.00 per year. If the Company creates 200 or more permanent jobs as a result of its
activities in South Carolina, it will be able to purchase the building for $1.00 at the end of the 3-year lease term. The company
is continuing its efforts to create the required number of jobs by the end of the lease term. The company is in negotiations with
another company to fulfill its obligations.
Rent expense was $0, and $10,234 for the year three months ended
April 30, 2012 and 2011, respectively.
Management services
-
The Company has consulting agreements
with its CEO, President/CFO.
The Company has employment agreements with its CEO, President/CFO,
and consulting agreements with former Company officers.
The Company has entered into a four year employment agreement with
David W. Fann as CEO. The terms of the contract include an initial salary of $150,000. The base salary will increase
to $220,000 when the company receives a minimum of $1,000,000. This increase took place in July 2008. There is an 18
month severance if terminated early. The Company has negotiated the termination of this employment agreement for a new consulting
agreement as of May 30, 2011, with a 12-month term. The monthly consulting fee is $5,000 plus additional work at $200/hr and retainer
fee of $7,500.
The Company entered into a five year employment agreement with Michael
Dodak as VP of Corporate Development. The terms of the contract include an initial salary of $120,000 until specific performance
measures are met, at which time the salary is to be increased to $150,000. Per the agreement, Mr. Dodak elected to convert
his contract to a consulting agreement whereby he was paid $10,000, monthly. The consulting agreement runs thru December,
2013. There is an 18 month severance if terminated early.
In August 2009, Mr. Dodak and the Company amended the agreement
whereby Mr. Dodak become the “Director of Solar Park Development” and COO of the Company. His compensation increased
to $15,416.66 per month. Upon stepping down as COO of the Company, his compensation will revert to the $10,000 per month.
Mr. Dodak will receive bonuses for achieving certain milestones
in developing Solar Parks and new options in line with the other Company management. On February 1, 2010, Mr. Dodak was appointed
President of the company with a salary of $150,000 per year and then appointed as Interim CFO in March 2010, whereby his annual
salary increased to $220,000 per year. The Company has negotiated the termination of this employment agreement for a new consulting
agreement as of May 30, 2011, with a 12-month term. The monthly consulting fee is $5,000 plus additional work at $200/hr and retainer
fee of $7,500. The Company has accrued compensation under this consulting agreement for $30,000 as of April 30, 2012.
Note 11 – Non-Controlling Interest
On September 25, 2009 the Company formed Solar Park Initiatives
Inc, at that time a wholly owned subsidiary. In October 2009, the Company announced that it was planning to spin-off SPI,
to its shareholders of record as of October 15, 2009, and that it hired Mr. Michael Gorton as the CEO of the new company. The
Company’s shareholders of record, as of October 15, 2009, were to receive one common share of SPI stock for every two common
shares of the Company owned. The distribution of such shares was contingent upon SPI making the required
filings with the Securities and Exchange Commission. The Company is currently evaluating other options with respect to the
proposed spin off of SPI. The tax implications for shareholders of the company are uncertain at this time.
In November 2009 SPI issued a total of 51,133,737 shares of common
stock, of which 16,804,889 shares were issued to officers, employees and board members for services valued at $6,040. 34,996,769
shares were issued to Solar Energy Initiatives, Inc. for services and cash of the initial share issuance by SPI, which has been
eliminated upon consolidation.
During the period ended January 31, 2010, SPI closed a private placement
for the sale of units at $0.15 per unit made up of one share of common stock and one common stock purchase warrant with an exercise
price of $0.40. In December 2009, 667,921 units of common stock were issued in this private placement for $100,000. In
addition, in March 2010 SPI closed a second private placement whereby it raised $200,000 on identical terms. During the period
as part of an on going reverse merger SPI forward split shares of common stock on a [ 1 ]:[ 1.5812 ] and increased all shareholders
on a pro-rata basis. SPI also granted 1,550,984 stock options exercisable at $0.40 with a five year vesting schedule. Value of
these options: using a Black-Scholes valuation, with an exercise price of $0.40, a volatility based on public industry companies
of 80% and with an average of a 2.5 year life, was $297,450.
On July 13, 2010 (the “Closing
Date”), the Critical Digital Data, Inc. (CDD)acquired Solar Park Initiatives, Inc., a privately owned Nevada corporation
(“Solar Park”), pursuant to an Agreement and Plan of Merger and Reorganization (the “Agreement”) with Solar
Park and Solar Park Acquisition Corp., a Nevada corporation (“Acquisition Subsidiary”) (the “Merger”). Solar
Park was organized under the laws of the State of Nevada on September 25, 2009. Acquisition Subsidiary was a wholly-owned
subsidiary of Solar Park and on the Closing Date, merged with and into Solar Park and CDD acquired the business of Solar Park pursuant
to the Merger and will continue the existing business operations of Solar Park, as a publicly- traded Nevada corporation under
the name “Solar Park Initiatives, Inc.”
On the Closing Date, the
CDD acquired all of the issued and outstanding shares of common stock, $0.001 par value per share, of Solar Park from the holder’s
of Solar Park (the “Solar Park Shareholders”) in exchange for an aggregate of 53,137,500 (post-split) newly issued
shares (the “Exchange or Merger Shares”) of common stock, $0.001 par value per share (the “Common Stock”). As
a result of the Merger, Solar Park Shareholders surrendered all of their issued and outstanding common stock of Solar Park in consideration
for the Merger Shares and Solar Park became a wholly-owned subsidiary of the Registrant. The Agreement contains customary
representations, warranties and covenants of the Registrant, Solar Park and the Acquisition Subsidiary, for like transactions.
Breaches of representations and warranties are secured by customary indemnification provisions.
On July 13, 2010 in conjunction
with the Exchange and Merger Shares the Registrant (Summerton) was issued 487,500 shares and valued at the then estimated fair
value of $0.15 per share and expensed the value of $73,125 in the period ended July 31, 2010.
The parties have taken
all actions necessary to ensure the Merger is treated as a “tax free exchange” under Section 368 of the Internal Revenue
Code of 1986, as amended.
As of January 31, 2011, the
Company retained ownership of 64.8% as the controlling interest in SPI, as reflected in our financials. In addition,
the Company negotiated the spin-off of SPI during the three months ended January 31, 2011. During September 2010, the
Company renegotiated the stock issuances with shareholders of SPI, including the Company. There were 7,427,972 shares
cancelled during the renegotiation.
As of April 30, 2012, the
Company retains ownership in 11.5% and no longer a controlling interest in SPI.
Note 13 - Related Party Transactions
As of April 30, 2012 and July 31, 2011, the Company has obligations
to related parties for accruals and related services totaling $100,000 and $100,000, respectively.
Note 14 – Income Taxes
Income taxes are computed using the asset and liability method.
Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between
the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to
be realized. The Company has provided a full valuation of deferred taxes as of April 30, 2012.
Note 16 – Subsequent Events
During
November, 2011 the Company has also pursued plans to acquire the assets of an Internet marketing firm. The company
has signed a definitive agreement and the close of the acquisition. The closing has been extended until July 15, 2012. The company
anticipates the closing of the acquisition pending the ability to secure the necessary capital.
The company issued 1,741,046 shares
between May 8, 2012 and May 22, 2012 pursuant to the terms of a convertible note issue to Asher Enterprises.
Item 2.
Management
Discussion and Analysis of Financial Condition or Plan of Operation
This discussion should be
read in conjunction with our consolidated financial statements included in this Report on Form 10-Q and the notes thereto, as well
as the other sections of this Report on Form 10-Q, including “Certain Risks and Uncertainties” and “Description
of Business” sections thereof. This discussion contains a number of forward-looking statements, all of which are based on
our current expectations and could be affected by the uncertainties and risk factors described throughout this Quarterly Report.
Our actual results may differ materially.
Limited Operating History
There is limited historical
financial information about our Company upon which to base an evaluation of our future performance. Our company generated
$0 in revenues from operations for the quarter ended April 30, 2012. While we have experienced and anticipate future
growth in revenues, we cannot guarantee that we will be successful in our business. We are subject to risks inherent
in a developing enterprise, including; limited capital resources, possible delays or disruptions in establishing key vendor relationships
and difficult financial markets remaining from the world-wide economic recession. In many cases these factors are out of our control.
There is no assurance that future financing will be available to our Company on acceptable terms. Additional equity financing could
result in dilution to existing shareholders.
Company Description and Overview
Solar
Energy Initiatives, Inc. (OTCBB: SNRY), is a diversified provider of solar solutions focused on large-scale projects and distribution
of solar products.
The
SNRYPower subsidiary as a developer and manager of municipal and commercial scale solar projects.
The
SNRYSolar Inc subsidiary as a wholesale distributor of branded photovoltaic and thermal (water heating) systems selling via a network
of dealers throughout the United States and the Caribbean.
Solar
Energy Initiatives, Inc. was formed on June 20, 2006 and is a Delaware Corporation. On August 20, 2008, Solar Energy,
Inc., a Florida corporation, was formed as a wholly owned subsidiary of Solar Energy Initiatives, Inc. to operate acquired solar
assets, which includes the World Wide Web domain name www.solarenergy-us.com , and the relationship management of an
independent solar equipment dealer network. In March 2010, Solar Energy Initiatives, Inc. formed SNRY Power, Inc.
The
Company sold its interests in SolarEnergy.com, a domain name and digital property back to its original owner during the 4th quarter
of 2010 for cancellation of $400,000 of debt.
In
March 2010, Solar Energy Initiatives, Inc. formed SNRY Power, Inc.
On
January 19, 2011 the Company completed a distribution of 21,326,912 shares it held with Solar Park Initiatives, Inc. (SPI) to the
Company’s shareholders, reducing its current ownership in SPI to approximately 22%.
The
Company sold its business assets for Solar EOS, dedicated to the education and continuous improvement of solar energy trade professionals,
during the 3rd quarter of 2011 for Note of $165,450 over three years annual payments and payment of debts of the Company for
a total value of $200,000.
During
the second quarter and continuing through the fourth quarter of the current fiscal year, the Company continues to experience cash
flow difficulties that were exacerbated by the economy, the long development cycle of project development and lack of private capital
investment. As a result, the Company has reduced portions of its operations although it continues to pursue its business
model.
The
Company has also pursued plans to acquire the assets of an Internet marketing firm. The company has signed a definitive agreement
and the close of the acquisition is scheduled for July 15, 2012. The company anticipates the closing of the acquisition pending
the ability to secure the necessary capital.
The
Company is intending to restructure its debt and attempt to negotiate settlements on all of its debt holders and seek additional
capital. There is no guarantee that we will be able to close the acquisition or the restructuring of the debt.
We
are primarily focusing our sales efforts in regions where electricity prices and government incentives are attractive and have
accelerated solar power adoption. The business segments we have identified to pursue can require a significant level
of expertise and capital. Currently the Company has found a very good working business model, working with many states
and counties and banks that understand how to make the solar projects successful. The executive management has currently
been focusing on this working business model to improve profit margins, identify viable and bankable projects of significant size,
and too install using all efforts towards those financially viable projects. We have obtained the expertise, and continue to seek the
necessary capital to further develop our plan and focus on this improved business model. The management has found the
necessary expertise focusing on these strategies, however if we are unable to continue to acquire or develop such expertise or
capital, we may not be able to fully develop our planned business and ultimately may be required to cease operations. We
anticipate that the end customers of our sales processes will be homeowners, owners of large commercial and industrial buildings
and facilities, municipalities and owners of large tracts of undeveloped land.
The following table sets forth
our statements of operations data for the three and nine months ended April 30, 2012, and April 30, 2011.
Summary Statements of Operations
|
|
For the Three
Months Ended
|
|
|
For the Three
Months Ended
|
|
|
|
April 30, 2012
|
|
|
April 30, 2011
|
|
|
|
|
|
|
|
|
Revenues, net
|
|
$
|
-
|
|
|
$
|
520,865
|
|
Gross profit
|
|
|
-
|
|
|
|
28,583
|
|
Selling, general and administrative expenses
|
|
|
109,768
|
|
|
|
543,064
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
109,768
|
|
|
|
543,064
|
|
Loss from operations
|
|
|
(109,768
|
|
|
|
(514,481
|
)
|
Loss attributable to Solar Energy Initiatives, Inc.
|
|
$
|
(134,760
|
)
|
|
$
|
(1,729,059
|
)
|
|
|
For the Nine
Months Ended
|
|
|
For the Nine
Months Ended
|
|
|
|
April 30, 2012
|
|
|
April 30, 2011
|
|
|
|
|
|
|
|
|
Revenues, net
|
|
$
|
-
|
|
|
$
|
1,285,770
|
|
Gross profit
|
|
|
-
|
|
|
|
236,157
|
|
Selling, general and administrative expenses
|
|
|
345,279
|
|
|
|
2,952,320
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
345,279
|
|
|
|
2,952,320
|
|
Loss from operations
|
|
|
(345,279
|
)
|
|
|
(2,716,163
|
)
|
Loss attributable to Solar Energy Initiatives, Inc.
|
|
$
|
(441,283
|
)
|
|
$
|
(3,951,447
|
)
|
THREE
MONTHS ENDED APRIL 30, 2012 AND APRIL 30, 2011
Results of Operations
For the three months ended
April 30, 2012, we generated $0 in revenues from operations and we incurred a loss of $134,760 attributable to Solar
Energy Initiatives, Inc , of which $48,216 was non-cash stock compensation. Our operating expenses included significant
legal, consulting and accounting expenses, as well as business development. We expect to continue to use cash in our operating
activities as continue operations. We have financed our operations since inception primarily through private sales of equity and
debt securities. As of April 30, 2012, we had $2 in cash, and negative working capital of $(1,354,669).
Revenues
For the three months ended
April 30, 2012, we had revenues of $0 compared to $520,865 for the three months ended April 30, 2011. For the three months
ended April 30, 2011 revenues relate primarily to sales of solar energy systems and equipment.
Cost of sales and gross profit
For the three months
ended April 30, 2012 our Cost of Goods Sold were $0 compared to $492,282 for the three months ended April 30, 2011, resulting in
a gross profit from operations of $0 compared to $28,583 (5.5%) respectively. The decrease in cost of sales is
a result of no sales of during the period compared to prior year period.
Selling, general and administrative
Selling, general and administrative
(“S, G & A”) expenses for the three months ended April 30, 2012 were $109,768 compared with $543,064 for the same
period ending April 30, 2011. Major changes in S, G & A expenses were;
●
|
Salaries and wages reduced to $0 in 2012 compared to $259,131 in 2011 primarily related to reductions in staff.
|
●
|
Travel and entertainment reduced to $0 in 2012 compared with $10,153
in 2011 primarily related to lower travel and procurement
related activities
|
●
|
Cash and stock based consulting and director’s costs decreased to $81,216 in 2012 from $223,896 in 2011 resulting primarily of outside consulting firms compensated in stock.
|
Other income (expense)
For the three months ended
April 30, 2012 interest expense was $24,992, due to interest related to convertible debentures, compared with $31,602 for the same
period ending April 30, 2011.
Net Loss
Our net loss attributable
to Solar Energy Initiatives, Inc. was $134,760 for the three months ended April 30, 2012 compared with $1,729,059 for the period
ending April 30, 2011. The net loss primarily reflects our expenses relating to business activities that have been incurred
ahead of our ability to recognize material revenues from our business plan.
Loss from non-controlling
interest in Solar Park Initiatives, Inc was $0 for the three months ended April 30, 2012 and $0 for the period ending April 30,
2011.
Comparison of Results of Operations for
the Nine Months Ended April 30, 2012 and 2011:
Results of Operations
For the nine months ended April 30, 2012, we
generated $0 in revenues from operations and we incurred a loss of $441,283 attributable to Solar Energy Initiatives, Inc., of
which $148,721 was non-cash stock compensation. Our operating expenses included significant legal, consulting and accounting expenses,
as well as business development.
Revenues
For the nine months ended April 30, 2012, we
had revenues of $0 compared to $1,285,770 for the nine months ended April 30, 2011. Revenues for the nine months ended April 30,
2011 reflect dealer training and sales of solar energy systems and equipment.
Cost of sales and gross profit
For the nine months ended April 30, 2012 our
Cost of Goods Sold were $0 compared to $1,049,613 for the nine months ended April 30, 2011, resulting in a gross profit from operations
of $0 of revenues compared to $236,157, or 18.4% of revenues, respectively. The decrease in cost of sales is a result of no sales
during the period compared to prior year.
Selling, general and administrative
Selling, general and administrative (“SG&A”)
expenses for the nine months ended April 30, 2012 were $345,279 compared with $2,952,320 for the same period ending April 30, 2011.
Major changes in S, G & A expenses were;
●
|
|
Salaries and wages reduced to $15,000 in 2012 compared to $1,133,805 in 2011 primarily
related to reductions in staff.
|
●
|
|
Travel and entertainment reduced to $0 in 2012 compared with $33,899 in 2011 primarily
related to lower travel and procurement related activities
|
●
|
|
Cash and stock based consulting and director’s costs increased to $226,154 in
2012 from $1,003,097 in 2011 resulting primarily of decreased outside consulting firms compensated in stock.
|
●
|
|
Legal, accounting and professional
costs were $75,124 in 2012 compared with $105,460 in 2011 primarily related to financing activities, and general corporate matters.
|
Other income (expense)
For the nine months ended April 30, 2012 interest
expense was $96,004, due to interest related to convertible debentures, compared with $217,991 for the same period ending April
30, 2011.
Net Loss
Our net loss attributable to Solar Energy Initiatives,
Inc. was $441,283 for the nine months ended April 30, 2012 compared with $3,951,447 for the period ending April 30, 2011. The net
loss primarily reflects our expenses relating to business activities that have been incurred ahead of our ability to recognize
material revenues from our business plan.
Loss from non-controlling interest in Solar
Park Initiatives, Inc was $0 and $165,683 for the nine months ended April 30, 2012 and April 30 2011, respectively.
Liquidity and Capital Resources
As of April 30, 2012, we
had cash of $2 and working capital deficit of $(1,354,669), compared with $8,703 in non-restricted cash and working capital,
of ($1,245,094) as of July 31, 2011, as restated. During the quarter ended April 30, 2012, we funded our operations from
convertible debt on a limited basis. For the same period in 2011, we funded our operations from private sales of equity
securities, convertible debt and revenue generated from operations on a limited basis.
As
we continue to review our financial restructuring of the Company, we will need to execute on our business plans which include positive
cash flow operations, and/or acquire additional financing to supplement cash flows. Unless we can attain sufficient
levels of revenues, and restructure our current debt, we will need to raise additional funds during the next twelve month period. For
the fiscal year ended July 31, 2011 we have been able to obtain approximately $325,000 of capital through equity financing and
$212,000 of debt financing. We may require approximately $1,250,000 of additional capital funding, to allow us to continue
the execution of our business plan through July 31, 2012. If we are not successful in raising the required capital,
or begin one or more of the projects in our business pipeline, or restructure our debt, we will need to reduce the breadth of our
business.
We
have reduced staff throughout the previous fiscal year and have curtailed most of the operations of the Company. We
are currently restructuring the Company’s debt to work with vendors and ongoing consultants to provide for an ongoing business
operation. We need additional capital in order to continue operations.
Since
inception, our operations have primarily been funded through private equity financing, and convertible debt. We expect
to continue to seek additional funding through private or public equity and debt financing as our business expands, and potentially
seek a larger funding round to quickly drive the business forward.
However,
there can be no assurance that our plans discussed above will materialize and/or that we will be successful in funding our estimated
cash shortfalls through additional debt or equity capital and/or any cash generated by our operations. These factors, among others,
indicate that we may be unable to continue as a going concern for a reasonable period of time.
To
operate our current business groups, we may need up to $1.25 million in funds over the next twelve months. Part of this funding
may be needed as the time required to realize revenues and cash from large commercial projects can be lengthy, with costs to develop
these projects incurred up front. As of April 30, 2012 we had approximately $2 in cash on hand, which means there will be an anticipated
shortfall of $1.25 million as we project our current cash requirements for the next twelve months. To sustain operations
and continue development, we expect that will need to raise additional capital. As of April 30, 2012, there were no
known demands or commitments, other than the notes to the seller and consulting agreements, that will necessitate liquidation
of the Company. The current level of cash is not enough to cover the notes and consulting agreements for the
next twelve months.
Assuming
we are successful in our restructuring debt and new marketing development efforts we believe that we will be able to raise additional
funds through the sale of our stock to either current or new shareholders. Of course there is no guarantee that we will
be able to raise additional funds or to do so at an advantageous price.
Significant Capital Expenditures
During the three months ended
April 30, 2012, we acquired $0 of business assets, and furniture and equipment for office purposes. We use these
assets in our business operations. As we continue to grow it will be necessary to purchase additional equipment.
Item 3. Quantitative
and Qualitative Disclosure About Market Risk
Pursuant to Item 305(e) of
Regulation S-K the Company, as a smaller reporting company, is not required to provide the information required by this item.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure
Controls and Procedures
As of April 30, 2012, we carried
out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial
Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation,
our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective
in ensuring that information required to be disclosed by us in our periodic reports is recorded, processed, summarized and reported,
within the time periods specified for each report and that such information is accumulated and communicated to our management,
including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
(b) Changes in Internal
Controls.
There was no change in our
internal controls over financial reporting that has materially affected, or is reasonable likely to materially affect, our internal
control over financial reporting during the quarter covered by this Report.
PART 2. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Other
than routine litigation arising in the ordinary course of business that we do not expect, individually or in the aggregate, to
have a material adverse effect on us, and except as noted below, as far as we are aware, no governmental authority is contemplating
any proceeding to which we may be a party or to which any of our properties is subject.
We have
received notice of a claim from a previous employee based on compensation matters in the amount of $892,500 plus interest from
2009. The matter is being reviewed by our legal staff and no determination has been made as to is merits. Offer
for settlement has been made for an amount of $100,000 consistent with discussions with claimant. Currently the
Company has reserved for these amounts and will continue to work toward a settlement.
There
have been judgments on the Company in the amounts of approximately $11,000, which have been reserved for within the financial statements
as of April 30, 2012.
Item 1A. RISK FACTORS
Although
not required to include risk factors as the Company is a Smaller Reporting Company, the Company is voluntarily providing risk factors. This
investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below
and the other information in this prospectus. If any of the following risks actually occur, our business, operating results and
financial condition could be harmed and the value of our stock could decrease. This means you could lose all or a part of your
investment.
We have
a limited operating history, there is no certainty that we will ever generate revenue and achieve profitability.
We
generated revenue of $0 for our three months ended April 30, 2012. We have incurred significant losses from development
and operations. As shown in our financial statements, as of the three month period ended April 30, 2012 and the year ended July
31, 2011, we have incurred a cumulative net loss of $16,192,448 and $15,751,165, respectively, from operations. We will
continue to incur operating losses in the future, primarily due to the cost of our operations. Negative cash flow from operations
may also continue into future. Our ability to achieve profitability depends upon our ability to; continue to restructure our debt
and increase our cash flow for our business, significantly expand the solar component and system sell-through to our dealer network,
convert opportunities to sell large municipal and commercial projects, and successfully complete development of one or more solar
project(s). If we are unable to generate positive cash flows or reduce our debt, we will be required to cease operations.
We may be unable to manage
our growth or implement our expansion strategy.
We
may not be able to implement our proposed product and service offerings, develop an active dealer network base and markets, or
implement the other features of our business strategy at the rate or to the extent presently planned. Our projected
growth will place a significant strain on our administrative, operational and financial resources. If we are unable to successfully
manage our future growth, establish and continue to upgrade our operating and financial control systems, recruit and hire necessary
personnel or effectively manage unexpected expansion difficulties, our financial condition and results of operations could be materially
and adversely affected.
We have a significant amount
of outstanding debt and if we are unable to restructure this debt we will cease operations. We currently have a significant
amount of debt including outstanding payables. If we are unable to restructure such debt/payable, we will cease operations.
Additional financing will
be necessary for the implementation of our growth and restructuring debt strategy.
We
will require additional equity and/or debt financing to pursue our growth strategy. Given our limited operating history and existing
losses, there can be no assurance that we will be successful in obtaining additional financing. Lack of additional funding could
force us to curtail substantially our growth plans. Furthermore, the issuance by us of any additional securities pursuant to any
future fundraising activities undertaken by us would dilute the ownership of existing shareholders and may reduce the price of
our common stock.
Debt
and/or project financing, if available, will require payment of interest and may involve restrictive covenants that could impose
limitations on our operating flexibility. Our failure to successfully obtain additional future funding may jeopardize our ability
to continue our business, development of projects and operations. If we do not raise additional capital, we will be required
to cease operations in the next 30 days.
The
loss of our current directors and executive officers or our inability to attract and retain the necessary personnel could have
a material adverse effect upon our business, financial condition or results of operations
Our
success is heavily dependent on the continued active participation of our current directors and officers listed under “Directors
and Management.” Loss of the services of our directors and officers could have a material adverse effect upon our business,
financial condition or results of operations. Further, our success and achievement of our growth plans depend on our ability to
recruit, hire, train and retain other highly qualified technical and managerial personnel. Competition for qualified employees
among companies in the technology industry is intense, and the loss of any of such persons, or an inability to attract, retain
and motivate any additional highly skilled employees required for the expansion of our activities, could have a materially adverse
effect on us. The inability on our part to attract and retain the necessary personnel and consultants and advisors could have a
material adverse effect on our business, financial condition or results of operations. Finally, we need to identify
and engage independent directors to join the board and serve on the Audit Committee, including one that qualifies as an “accounting
expert” to meet the public company listing qualifications of Sarbanes-Oxley, section 301. Without the addition
of directors and an accounting expert, we will not be able to be listed on the National Association of Securities Dealers Automated
Quotations (NASDAQ) exchange or other primary stock exchange.
We are influenced by current
officers, directors and principal stockholders.
Our
directors, executive officers and principal five percent stockholders and their affiliates beneficially own approximately 25.8%
of the outstanding shares of Common Stock. Accordingly, our executive officers, directors, principal stockholders and certain of
their affiliates will have the ability to significantly influence the election of our Board of Directors of the Company and the
outcome of issues submitted to our stockholders.
If
there is a shortage of components and/or key components rise significantly in price, that may constrain our revenue growth. The
market for photovoltaic installations has slowed recently, the result of world-wide financial and economic problems. The
introduction of significant production capacity, however, has continued increasing supply and reducing the cost of solar panels. If
demand increases and supply contracts, the resulting likely price increase could adversely affect sales and profitability. Additionally,
we may not have sufficient financial resources to take advantage of supply opportunities as they may arise.
During
2010 and into 2011, there was a tremendous increase in the capacity to produce solar modules, primarily from China, which in the
face of the most severe, world-wide, economic downturn in nearly a century, significantly reduced the price of solar panels. As
demand for solar panels will likely increase with an economic recovery, demand and pricing for solar modules on a per watt basis
could increase, potentially limiting access to solar modules and reducing our selling margins for panels.
Our dependence on a limited
number of third party suppliers for components could prevent us from delivering our proposed products to our customers within required
timeframes, which could result in order cancellations and substantial harm to our business
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We
purchase our products using materials and components procured from a limited number of third-party suppliers. If we
fail to establish or maintain our relationships with these suppliers, or to secure additional supply sources from other suppliers,
we may be unable to provide our products or our products may be available only at a higher cost or after a long delay, which could
prevent us from delivering our products to our customers within required timeframes, and we may experience order cancellations
and our business may fail. We currently have supply agreements with suppliers to allow us to buy products at market rates and procure
sufficient product quantities to assemble and sell our products on acceptable commercial terms. The failure of a supplier to supply
materials and components in a timely manner, or to supply materials and components that meet our quality, quantity and cost requirements
could impair our ability to purchase our products or increase their costs, particularly if we are unable to obtain substitute sources
of these materials and components on a timely basis or on terms acceptable to us. In order to obtain required supplies,
we may need to make large inventory purchases on short notice, and prior to having purchase orders or deposits from our customers
for product using the full amount of silicon required to be purchased. We may not have sufficient financial resources to make these
purchases, which may exacerbate supply shortages.
Our
business depends on the implementation of our current and future agreements with foreign and domestic manufacturers, securing contracts
with other suppliers and orders with customers and ensuring products to sell.
To
date, we have worked with suppliers to accept best price offers with solar panel suppliers. We intend to pursue other
competitive price offer arrangements with component and balance of system suppliers to attempt to manage the cost of materials
and supply allocations. If we are unable to maintain our supply relationships, establish competitive additional supply
sources or we are unable to develop adequate sales, we may be forced to cease operations.
Our operating results will
be subject to fluctuations and are inherently unpredictable; if we fail to meet the expectations of securities analysts or investors,
our stock price may decline significantly.
Our
quarterly revenue and operating results will be difficult to predict from quarter to quarter. It is possible that our operating
results in some quarters will be below market expectations. Our quarterly operating results will be affected by a number of factors,
including:
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the average selling price of the solar products that we purchase including PV and Thermal systems;
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the availability, pricing and timeliness of delivery of third party sources products, components and systems, particularly solar panels and balance of systems components, including steel, necessary for solar power products to function;
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the rate and cost at which we are able to expand to meet customer demand, including costs and timing of adding personnel;
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the amount and timing of sales of our systems, especially medium and large-scale projects, which may individually cause severe fluctuations in our revenue;
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our ability to meet project completion schedules and the corresponding revenue impact under such contractual devises as percentage-of-completion method of recognizing revenue for projects which may apply;
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construction cost overruns, including those associated with the introduction of new products;
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incentives play a major roll in the buying/decision making process for our potential customers, significant changes in regulation or incentives may adversely effect our business;
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the impact of seasonal variations in demand and/or revenue recognition linked to construction cycles and weather conditions;
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unplanned additional expenses such as manufacturing failures, defects or downtime;
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acquisition and investment related costs;
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unpredictable volume and timing of customer orders, some of which are not fixed by contract but vary on a purchase order basis;
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unpredictable sales cycle time lines inherent with new solutions and products;
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geopolitical turmoil within any of the countries in which we operate or sell products;
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foreign currency fluctuations, particularly in the Euro or the Chinese Yuan;
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the effect of currency hedging activities;
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our ability to establish and expand customer relationships;
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changes in our manufacturing costs;
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changes in the relative sales mix of our solar cells, solar panels and imaging detectors;
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the availability, pricing and timeliness of delivery of other products, such as inverters necessary for our solar power products to function;
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our ability to successfully procure and sell new or enhanced solar power products in a timely manner;
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the timing of new product or technology affiliations or agreements by our competitors and other developments in the competitive environment;
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the willingness of solar panel suppliers to continue product sales to us;
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increases or decreases in electric rates due to changes in fossil fuel prices or other factors; and
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labor shortages, expertise shortages, shipping and other factors causing business delays.
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We
plan to base our operating expenses in part on our expectations of future revenue, and a significant portion of our expenses will
be relatively fixed in the short term. If revenue for a particular quarter is lower than we expect, we likely will be unable to
proportionately reduce our operating expenses for that quarter, which would harm our operating results for that quarter. This may
cause us to miss discussed future expectations, current analysts’ guidance or any future guidance announced by us. If we
fail to meet or exceed analyst or investor expectations or our own future guidance, even by a small amount, our stock price could
decline, perhaps substantially.
Existing regulations and
policies and changes to these regulations and policies may present technical, regulatory and economic barriers to the purchase
and use of solar power products, which may significantly reduce demand for our products.
The
market for electricity generation products is heavily influenced by foreign, U.S. federal, state and local government regulations
and policies concerning the electric utility industry, as well as policies promulgated by electric utilities. These regulations
and policies often relate to electricity pricing and technical interconnection of customer-owned electricity generation. In the
U.S. and in a number of other countries, these regulations and policies are being modified and may continue to be modified. Customer
purchases of, or further investment in the research and development of, alternative energy sources, including solar power technology,
could be deterred by these regulations and policies, which could result in a significant reduction in the potential demand for
the solar power products of Solar Energy Initiatives, Inc.. For example, without certain major incentive programs and or the regulatory
mandated exception for solar power systems, utility customers are often charged interconnection or standby fees for putting distributed
power generation on the electric utility network. These fees could increase the cost to our customers of using our solar power
products and make them less desirable, thereby harming our business, prospects, results of operations and financial condition.
We
anticipate that our solar power products and their installation will be subject to oversight and regulation in accordance with
national and local ordinances relating to building codes, safety, environmental protection, utility interconnection and metering
and related matters. It is difficult to track the requirements of individual states and design equipment to comply with the varying
standards. Any new government regulations or utility policies pertaining to our solar power products may result in significant
additional expenses to us and our resellers and their customers and, as a result, could cause a significant reduction in demand
for our solar power products.
The
reduction or elimination of government economic incentives could prevent us from achieving sales and market share.
We
believe that the near-term growth of the market for on-grid applications, where solar power is used to supplement a customer’s
electricity purchased from the utility network or sold to a utility under tariff, depends in large part on the availability and
size of government and economic incentives. Because a significant portion of our sales are expected to involve the on-grid market,
the reduction or elimination of government and economic incentives may adversely affect the growth of this market or result in
increased price competition, both of which could cause our revenue to decline.
Today,
the cost of solar power exceeds retail electric rates in many locations. As a result, federal, state and local government bodies
in many countries, most notably Canada, Germany, Japan, Spain, Italy, Portugal, South Korea and the United States, have provided
incentives in the form of feed-in tariffs, rebates, tax credits and other incentives to end users, distributors, system integrators
and manufacturers of solar power products to promote the use of solar energy in on-grid applications and to reduce dependency on
other forms of energy. These government economic incentives could be reduced or eliminated altogether. For example, Germany has
been a strong supporter of solar power products and systems and political changes in Germany could result in significant reductions
or eliminations of incentives, including the reduction of feed-in tariffs more rapidly than required by current law. Some solar
program incentives expire, decline over time, are limited in total funding or require renewal of authority. Net metering and other
operational policies in California, Japan or other markets could limit the amount of solar power installed there. Reductions in,
or eliminations or expirations of, governmental incentives could result in decreased demand for and lower revenue from our products.
Changes in the level or structure of a renewable portfolio standard could also result in decreased demand for and lower revenue
from our products.
Problems
with product quality or product performance we distribute could result in a decrease in customers and revenue, unexpected expenses
and loss of market share.
The
solar products we plan to purchase are complex and must meet stringent quality requirements. Products this complex may contain
undetected errors or defects, especially when first introduced. For example, solar panels may contain defects that are not detected
until after they are shipped or are installed because we cannot test for all possible scenarios. These defects could cause us to,
or may cause us to request that suppliers incur significant re-engineering costs, divert the attention of our personnel from product
selling efforts and significantly affect our customer relations and business reputation. If we deliver solar panels with errors
or defects, or if there is a perception that such solar panels contain errors or defects, our credibility and the market acceptance
and sales of its solar power systems could be harmed.
The
possibility of future product failures could cause us to incur substantial expense to repair or replace defective products. Furthermore,
widespread product failures may damage our market reputation and reduce our market share and cause sales to decline. We may need
to indemnify dealers in the network and customers in some circumstances against liability from defects in our solar products. A
successful indemnification claim against us could require us to make significant damage payments, which would negatively affect
our financial results.
Since
the solar products we plan to purchase and sell cannot be tested for the duration of their standard multi-year warranty period,
we may be subject to unexpected warranty expense; if we are subject to installation, warranty and product liability claims, such
claims could adversely affect our business and results of operations.
The
current standard product warranty for the solar products we intend to sell includes a warranty period (up to ten-years) for defects
in material and workmanship and a warranty period (up to twenty five-years) for declines in power performance as well as a typically
one-year warranty on the functionality of solar cells (for electricity producing solar products). Due to the long
warranty period and even though we intend to pass through the warranty from the manufacturer, we may bear the risk of extensive
warranty claims long after we have shipped product and recognized revenue. Any warranty claims that the manufacturer does not cover
would cause us to increase the amount of warranty reserves and have a corresponding negative impact on our results. Although the
manufacturers represent that they conduct accelerated testing of their solar cells, our solar panels have not and cannot be
tested in an environment simulating the full warranty period. As a result of the foregoing, we may be subject to unexpected warranty
expense, which in turn would harm our financial results.
Like
other retailers, distributors and manufacturers of products that are used by consumers, we face an inherent risk of exposure to
product liability claims in the event that our solar products cause or their use result in injury. Our business may be subject
to warranty and product liability claims in the event that its solar power systems fail to perform as expected or if a failure
of its solar power systems results, or is alleged to result, in bodily injury, property damage or other damages. Since our planned
solar energy products are electricity and heat producing devices, it is possible that our products could result in injury, whether
by product malfunctions, defects, improper installation or other causes. Moreover, we may not have adequate resources in the event
of a successful claim against us. We have evaluated the potential risks we face and believe that we can obtain appropriate levels
of insurance for product liability claims. We will rely on our general liability insurance to cover product liability claims and
have not obtained separate product liability insurance. However, a successful warranty or product liability claim against
us that is not covered by insurance or is in excess of our available insurance limits could require us to make significant payments
of damages. In addition, quality issues can have various other ramifications, including delays in the recognition of revenue, loss
of revenue, loss of future sales opportunities, increased costs associated with repairing or replacing products, and a negative
impact on our goodwill and reputation, which could also adversely affect our business and operating results. Our business’
exposure to warranty and product liability claims is expected to increase significantly in connection with its planned expansion
into the new home market.
Warranty
and product liability claims may result from defects or quality issues in certain third party technology and components that we
or our suppliers incorporate into their/our solar power systems, particularly solar cells and panels, over which we have no control.
While our agreements with our suppliers would generally include warranties, such provisions may not fully compensate us for any
loss associated with third-party claims caused by defects or quality issues in such products. In the event we seek recourse through
warranties, we will also be dependent on the creditworthiness and continued existence of the suppliers to our business.
We
anticipate that our current standard warranty will differ by geography and end-customer application and will include such instruments
as one-, two- or five-year comprehensive parts and workmanship warranties, after which the customer may typically extend the period
covered by its warranty for an additional fee. Due to the warranty period, our business bears the risk of extensive warranty claims
long after it has completed a project and recognized revenues. Future product failures could cause our business to incur substantial
expenses to repair or replace defective products. While our business generally passes through manufacturer warranties it receives
from its suppliers to its customers, it is responsible for repairing or replacing any defective parts during its warranty period,
often including those covered by manufacturers warranties. If the manufacturer disputes or otherwise fails to honor its warranty
obligations, our business may be required to incur substantial costs before it is compensated, if at all, by the manufacturer.
Furthermore, the ‘business’ warranties may exceed the period of any warranties from our suppliers covering components
included in its systems, such as inverters.
The
products we intend to distribute may not gain market acceptance, which would prevent us from achieving sales and market share.
The
development of a successful market for the products we intend to distribute may be adversely affected by a number of factors, some
of which are beyond our control, including:
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our failure to offer products that compete favorably against other solar power products or providers on the basis of cost, quality and performance;
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our failure to offer products that compete favorably against conventional energy sources and alternative distributed-generation technologies, such as wind, biomass and solar thermal, on the basis of cost, quality and performance;
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our failure to develop and maintain successful relationships with vendors, distributors, systems integrators and other resellers, as well as strategic partners.
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If
the products we intend to distribute fail to gain market acceptance, we will be unable to achieve sales and market share.
Technological
changes in the solar power industry could render the products we intend to distribute uncompetitive or obsolete, which could prevent
us from achieving market share and sales.
Our
failure to seek new technologies and to be at the forefront of new product offerings could cause us to become uncompetitive promoting
less competitive or obsolete systems, which could prevent us from achieving market share and sales. The solar power industry is
rapidly evolving and highly competitive. We may need to invest significant financial resources to keep pace with technological
advances in the solar power industry and to compete in the future and we may be unable to secure such financing. We believe that
a variety of competing solar power technologies may be under development by many companies that could result in lower manufacturing
costs or higher product performance than those products selected by us. These development efforts may render obsolete the products
we have selected to offer, and other technologies may prove more advantageous for the commercialization of solar power products.
If
solar power technology is not suitable for widespread adoption or sufficient demand for solar power products does not develop or
takes longer to develop than we anticipate, we would be unable to achieve sales and market share.
The
market for solar power products is emerging and rapidly evolving, and its future success is uncertain. If solar power technology
proves unsuitable for widespread commercial deployment or if demand for solar power products fails to develop sufficiently, we
would be unable to achieve sales and market share. In addition, demand for solar power products in the markets and geographic regions
we target may not develop or may develop more slowly than we anticipate. Many factors will influence the widespread adoption of
solar power technology and demand for solar power products, including:
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cost-effectiveness of solar power technologies as compared with conventional and competitive alternative energy technologies;
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performance and reliability of solar power products as compared with conventional and non-solar alternative energy products;
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success of alternative distributed generation technologies such as hydrogen fuel cells, wind turbines, bio-diesel generators and large-scale solar thermal technologies;
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fluctuations in economic and market conditions that impact the viability of conventional and competitive alternative energy sources;
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increases or decreases in the prices of oil, coal and natural gas;
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capital expenditures by customers, which tend to decrease when the domestic or foreign economies slow;
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continued deregulation of the electric power industry and broader energy industry; and
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availability and or effectiveness of government subsidies and incentives.
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We
face intense competition from other companies producing solar power, system integrators and other energy generation products. If
we fail to compete effectively, we may be unable to increase our market share and sales.
The
mainstream power generation market and related product sectors are well established and we are competing with power generation
from more traditional process that can generate power at lower costs than most renewable or environmentally driven processes. Further,
within the renewable power generation and technologies markets we face competition from other methods of producing renewable or
environmentally positive power. Then, the solar power market itself is intensely competitive and rapidly evolving. Our competitors
have established market positions more prominent than ours, and if we fail to attract and retain customers and establish a successful
distribution network for our solar products, we may be unable to achieve sales and market share. There are a number of major multi-national
corporations that produce solar power products, including; Suntech, Sunpower, FirstSolar, BP Solar, Kyocera, Sharp, GE, Mitsubishi,
Solar World AG and Sanyo. Also established integrators are growing and consolidating, including groSolar, Sunwize, Sunenergy and
Real Goods Solar and we expect that future competition will include new entrants to the solar power market. Further, many of our
competitors are developing and are currently producing products based on new solar power technologies that may have costs similar
to, or lower than, our projected costs.
Most
of our competitors are substantially larger than we are, have longer operating histories and have substantially greater financial,
technical, manufacturing and other resources than we do. Our competitors’ greater sizes in some cases provides them with competitive
advantages with respect to manufacturing costs due to their ability to allocate fixed costs across a greater volume of production
and purchase raw materials at lower prices. They also have far greater name recognition, an established distribution network and
an installed base of customers. In addition, many of our competitors have well-established relationships with current and potential
resellers, which have extensive knowledge of our target markets. As a result, our competitors will be able to devote greater resources
to the research, development, promotion and sale of their products and may be able to respond more quickly to evolving industry
standards and changing customer requirements than we can.
We
may not address successfully the problems encountered in connection with any potential future acquisitions.
We
expect to consider future opportunities to acquire or make investments in other technologies, products and businesses that could
enhance our capabilities, complement our products, or expand the breadth of our markets or customer base. We have limited experience
in acquiring other businesses and technologies. Potential and completed acquisitions and strategic investments involve numerous
risks, including:
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problems assimilating the purchased technologies, products or business operations;
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problems maintaining uniform standards, procedures, controls and policies;
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problems arising from non-performance of acquired entities or assets;
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problems arising from overvaluation or with securing the required financing to close and/or make the acquisition operational;
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unanticipated costs associated with an acquisition;
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diversion of management’s attention from our core business;
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adverse effects on existing business relationships with suppliers and customers;
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risks associated with entering new markets in which we have no or limited prior experience;
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potential loss of key employees of acquired businesses; and
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increased legal and accounting costs as a result of the newly adopted rules and regulations related to the Sarbanes-Oxley Act of 2002 and other such regulation such as increased internal control and reporting requirements.
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We
are subject to corporate governance and internal control reporting requirements, and our costs related to compliance with, or our
failure to comply with existing and future requirements, could adversely affect our business.
Under
the current rules, an attestation report on our internal controls from our independent registered public accounting firm is not
required as part of our annual report for the fiscal year ending in 2012. We currently review and maintain on a regular basis
a process of evaluating our control structure to help ensure that we will be able to comply with Section 404 of the Sarbanes-Oxley
Act. The financial cost of compliance with these laws, rules and regulations is expected to be substantial. We cannot assure you
that we will be able to fully comply with these laws, rules and regulations that address corporate governance, internal control
reporting and similar matters. Failure to comply with these laws, rules and regulations could materially adversely affect our reputation,
financial condition and the value of our securities.
Because
the markets in which we compete are highly competitive and many of our competitors have greater resources than us, we may not be
able to compete successfully and we may lose or be unable to gain market share.
Our
solar business competes with a large number of competitors in the solar power market, including integrators such as groSolar, Sunwize,
Sunenergy and Real Goods Solar, and manufacturers that may also directly supply projects at costs we cannot compete with, including
Suntech, BP Solar, FirstSolar, SolarWorld AG and others. In addition, alternative technologies such as thin films and concentrators,
which may compete with our technology in certain applications, continue to make market penetration. We expect to face increased
competition in the future. Further, many of our competitors are developing and are currently producing products based on new solar
power technologies that may ultimately have costs similar to, or lower than, our projected costs.
Our
solar power products and services compete against other power generation sources including conventional fossil fuels supplied by
utilities, other alternative energy sources such as wind, biomass, concentrated solar power “CSP” and emerging distributed
generation technologies such as micro-turbines, sterling engines and fuel cells. In the large-scale on-grid solar power systems
market, we will face direct competition from a number of companies that manufacture, distribute, or install solar power systems. Our
primary competitors in the United States include Arizona Public Service Company, BP Solar International, Inc., a subsidiary of
BP p.l.c., Conergy Inc., Dome-Tech Group, Eastwood Energy, EI Solutions, Inc., Florida Power and Light, GE Energy, a subsidiary
of General Electric Corporation, Global Solar Energy, Inc., a subsidiary of Solon, groSolar, Power-Fab, Real Goods Solar, Schott
Solar, Inc., Solar Integrated Technologies, Inc., SPG Solar, Inc., Sun Edison LLC, Suntech, SunTechnics Installation &
Services, Inc., Sunwize, Sunenergy, Thompson Technology Industries, Inc. and WorldWater & Power Corporation. Our primary
competitors in Europe include BP Solar, Conergy (through its subsidiaries AET Alternitive Energie Technik GmbH, SunTechnics Solartechnik
GmbH and voltwerk AG), PV-Systemtechnik Gbr, SAG Solarstrom AG, Solon AG and Taufer Solar GmbH. Additionally, our business will
occasionally compete with distributed generation equipment suppliers such as Caterpillar, Inc. and Cummins Inc. Other existing
and potential competitors in the solar power market include universities and research institutions. We also expect that future
competition will include new entrants to the solar power market offering new technological solutions. As we enter new markets and
pursue additional applications for our products and services, we expect to face increased competition, which may result in price
reductions, reduced margins or loss of market share.
Competition
is intense, and many of our competitors have significantly greater access to financial, technical, manufacturing, marketing, management
and other resources than we do. Many also have greater name recognition, a more established distribution network and a larger installed
base of customers. In addition, many of our competitors have well-established relationships with our potential suppliers, resellers
and their customers and have extensive knowledge of our target markets. As a result, these competitors may be able to devote greater
resources to the research, development, promotion and sale of their products and respond more quickly to evolving industry standards
and changing customer requirements than we will be able to. Consolidation or strategic alliances among such competitors may strengthen
these advantages and may provide them greater access to customers or new technologies. To the extent that government funding for
research and development grants, customer tax rebates and other programs that promote the use of solar and other renewable forms
of energy are limited, we will compete for such funds, both directly and indirectly, with other renewable energy providers and
their customers.
If
we cannot compete successfully in the solar power industry, our operating results and financial condition will be adversely affected.
Furthermore, we expect competition in the targeted markets to increase, which could result in lower prices or reduced demand for
our product and service offerings and may have a material adverse effect on our business and results of operations.
The
demand for products requiring significant initial capital expenditures such as our solar power products and services are affected
by general economic conditions.
The
United States and countries world wide have recently experienced a period of declining economies and unprecedented turmoil in financial
markets. A sustained economic recovery is uncertain. In particular, terrorist acts and similar events, continued unrest in the
Middle East or war in general could contribute to a slowdown of the market demand for products that require significant initial
capital expenditures, including demand for solar power systems and new residential and commercial buildings. In addition, increases
in interest rates may increase financing costs to customers, which in turn may decrease demand for our solar power products. If
an economic recovery is slowed as a result of the recent economic, political and social events, or if there are further terrorist
attacks in the United States or elsewhere, we may experience decreases in the demand for our solar power products, which may harm
our operating results.
We
will rely primarily upon copyright and trade secret laws and contractual restrictions to protect our proprietary rights, and, if
these rights are not sufficiently protected, our ability to compete and generate revenue could suffer.
We
will seek to protect our proprietary supplier and operational processes, documentation and other written materials primarily under
trade secret and copyright laws. We also typically require employees and consultants with access to our proprietary information
to execute confidentiality agreements. The steps taken by us to protect our proprietary information may not be adequate to prevent
misappropriation of our technology. In addition, our proprietary rights may not be adequately protected because:
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people may not be deterred from misappropriating our operational assets despite the existence of laws or contracts prohibiting it;
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policing unauthorized use of our intellectual property may be difficult, expensive and time-consuming, and we may be unable to determine the extent of any unauthorized use; and
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the laws of other countries in which we access and or market our solar cells, such as some countries in the Asia/Pacific region, may offer little or no protection for our proprietary technologies.
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Unauthorized
copying or other misappropriation of our proprietary assets could enable third parties to benefit from our property without paying
us for doing so. Any inability to adequately protect our proprietary rights could harm our ability to compete, to generate revenue
and to grow our business.
We
rely on suppliers to comply with intellectual property, copywrite, hazardous materials and processes and trade secrecy laws and
regulations and, if such laws and regulations are not sufficiently followed, our business could suffer substantially.
We
endeavor to comply with all law and regulation regarding intellectual property law manufacturing process law and regulation, however,
in many cases it is our supplier that must comply with such regulations and laws. While we make efforts to ensure that
products sourced from third parties comply with required regulation and law and that the operation of our suppliers do as well,
our business could suffer if a supplier was, or suppliers were, found to be non compliant with regulation and law in our, our customers’
or our suppliers’ jurisdictions.
Compliance
with environmental regulations can be expensive, and noncompliance with these regulations may result in adverse publicity and potentially
significant monetary damages and fines for us.
We
are required to comply with all foreign, U.S. federal, state and local laws and regulations regarding pollution control and protection
of the environment. In addition, under some statutes and regulations, a government agency, or other parties, may seek recovery
and response costs from operators of property where releases of hazardous substances have occurred or are ongoing, even if the
operator was not responsible for such release or otherwise at fault. In the course of future business we may use, generate and
discharge toxic, volatile and otherwise hazardous chemicals and wastes in our operations or related research and development and
manufacturing activities. Any failure by us to control the use of, or to restrict adequately the discharge of, hazardous substances
could subject us to potentially significant monetary damages and fines or suspensions in our business operations. In addition,
if more stringent laws and regulations are adopted in the future, the costs of compliance with these new laws and regulations could
be substantial. If we fail to comply with present or future environmental laws and regulations we may be required to pay substantial
fines, suspend production or cease operations.
There
are restrictions on the transferability of the securities.
Until
registered for resale, investors must bear the economic risk of an investment in the Shares for an indefinite period of time. Rule
144 promulgated under the Securities Act (“Rule 144”), which provides for an exemption from the registration requirements
under the Securities Act under certain conditions, requires, among other conditions, a six month holding period prior to the resale
(in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under
the Securities Act and that the Company is current in its filings. There is no guarantee that we will continue to maintain
our public filings.
If
we violated certain securities laws, we may not now be able to privately offer our equity securities for sale.
Any
offering of our equity securities in or from the United States must be registered with the SEC or be exempt from registration.
If our prior offers and sales were not exempt from registration, it is likely that they would be deemed integrated with future
offerings unless we do not offer equity securities for at least six months. In the event of such integration, we would only be
permitted to offer and sell equity securities after we file one or more new registration statements with the SEC and the registration
statements have become effective. The registration process is both expensive and can be expected to take at least several months
and would substantially hinder our efforts to obtain funds.
If
the Company uses its stock in acquisitions of other entities there may be substantial dilution at the time of a transaction.
If
the price of our common stock used for an acquisition is less than the amount paid by our shareholders, substantial dilution may
be experienced. Additional dilution may be experienced by the sale of additional shares of common stock or other securities,
or if the Company’s shares are issued to purchase other entities assets.
Our
common stock is subject to the “Penny Stock” rules of the SEC.
The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the
purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price
of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules
require:
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that a broker or dealer approve a person’s account for transactions in penny stocks; and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
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In
order to approve a person’s account for transactions in penny stocks, the broker or dealer must:
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obtain financial information and investment experience objectives of the person; and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
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The
broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission
relating to the penny stock market, which, in highlight form:
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sets forth the basis on which the broker or dealer made the suitability determination; and
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that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
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Generally,
brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it
more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
Disclosure
also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the
commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to
be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny
stocks.
If
we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board which would limit the
ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.
Companies
trading on the Over-The-Counter Bulletin Board, and must be current in their reports with the Securities and Exchange Commission,
in order to maintain price quotation privileges on the OTC Bulletin Board. If we fail to remain current on our reporting requirements,
we could be removed from the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely
affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities
in the secondary market. In addition, we may be unable to get re-listed on the OTC Bulletin Board, which may have
an adverse material effect on our Company.
Our
common stock may be adversely affected by limited trading volume and the market price may fluctuate significantly, which may negatively
affect our stockholders’ ability to sell their shares
.
While
the trading time and average stock volumes have increased over time, there can be no assurance that an active trading market will
be sustained. An absence of an active trading market can be expected to adversely affect our stockholders’ ability to sell
their shares. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations,
which could adversely affect the market price without regard to our operating performance. In addition, we believe that factors
such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets
could cause the price of our common stock to fluctuate substantially. These fluctuations may also cause short sellers to enter
the market from time to time in the belief that our share price will decline. We cannot predict whether the market for our shares
will be stable or appreciate over time.
Because
of the concentration of ownership of our common stock by a small number of stockholders, it is unlikely that any other holder of
common stock will be able to affect our management or direction.
On
October 28, 2011, our directors, officers and certain of their affiliates were deemed to beneficially own approximately 25.8% of
our outstanding common stock. Accordingly, if these stockholders act together as a group, they would most likely be
able to control the outcome of stockholder votes, including votes concerning the election of directors, the adoption or amendment
of provisions in our certificate of incorporation and bylaws and the approval of significant corporate transactions. The existence
of ownership concentrated in a few persons may have the effect of delaying or preventing a change in management or voting control.
Furthermore, the interests of our controlling stockholders could conflict with those of our other stockholders.
Because
each of our executive officers may voluntarily terminate his employment with us at any time on at least 30 days prior written notice
to us, we can not be sure if any of them will maintain their position with us for the foreseeable future.
In
the event any of our executive officers terminate their employment with us, we may not be able to find suitable replacements on
similar terms, if at all.
Although
we plan on maintaining commercial insurance to reduce some operating hazard risks, such insurance may not be available to us at
economically feasible rates, if at all.
In
the absence of suitable insurance, we may be exposed to claims and litigation which we will not be financially able to defend or
we may be subject to judgments which may be for amounts greater than our ability to pay.
Future
sales by our stockholders may adversely affect our stock price and our ability to raise funds in future equity offerings.
Sales
of our common stock in the public market, including sales made by the selling stockholders identified in the registration statement
we have filed with the SEC, may lower the market price of our common stock. Sales may also make it more difficult for us to sell
equity securities or equity-related securities in the future at a time and price that our management deems acceptable or at all.
Of the 511,155 shares held by persons who are not our affiliates on July 31, 2011 approximately 176,085 shares were freely tradable
without restriction or further registration under the Securities Act of 1933. In addition, approximately 2,496 additional shares
were sold in accordance with Rule 144 under that Act and approximately 47,828 more shares will be able to be sold within the ensuing
twelve month period.
Anti-takeover
provisions could make a third-party acquisition of us difficult which may adversely affect the market price and the voting and
other rights of the holders of our common stock.
Certain
provisions of the Delaware General Corporation Law may delay, discourage or prevent a change in control. The provisions may discourage
bids for our common stock at a premium over the market price. Furthermore, the authorized but unissued shares of our common stock
are available for future issuance by us without our stockholders’ approval. These additional shares may be utilized for a variety
of corporate purposes including but not limited to future public or direct offerings to raise additional capital, corporate acquisitions
and employee incentive plans. The issuance of such shares may also be used to deter a potential takeover of us that may otherwise
be beneficial to our stockholders. A takeover may be beneficial to stockholders because, among other reasons, a potential suitor
may offer stockholders a premium for their shares above the then market price.
The
existence of authorized but unissued and unreserved shares may enable the Board of Directors to issue shares to persons friendly
to current management which would render more difficult or discourage an attempt to obtain control of us by means of a proxy contest,
tender offer, merger or otherwise, and thereby protect the continuity of our management.
ITEM 2. UNREGISTERED SALES
OF EQUITY SECURITIES AND USE OF PROCEEDS
Common Stock
- On March 28, 2011, the authorized number of
shares of the Company was increased from 100,000,000 to 750,000,000, $0.001 par value per share.
During August 2011, the Company issued 6,250
to a consultant for services valued at $1,187.
Discount on notes due to beneficial conversions
features were valued at $25,160.
Amortization of deferred compensation expense
was $68,067.
During November 2011, the Company issued 325,000
for payment for services to three consultants valued at $48,750.
During November 2011, the Company cancelled
400,000 shares issued for deferred compensation valued at $140,000.
During November 2011, the Company issued 100,000
shares for director compensation, valued at $15,000.
During November 2011, the Company cancelled
140,000 shares previously accounted for under deferred compensation for a value of $140,000.
During
November, 2011 the Company has also pursued plans to acquire the assets of an Internet marketing firm. The company has
signed a definitive agreement and the close of the acquisition is scheduled for April, 2012. The company anticipates the closing
of the acquisition pending the ability to secure the necessary capital.
On December 22, 2011, Solar
Energy Initiatives Inc. (the “Company”) filed a Certificate of Correction to its Certificate of Amendment to the Certificate
of Incorporation (the “Certificate”) to effect a reverse stock split of all outstanding shares of common stock at a
ratio of 1 for 100 (the “Reverse Stock Split”). Fractional shares outstanding after the Reverse Stock Split will be
rounded up to the next highest number of full shares. The Certificate was approved by the Board of Directors and shareholders holding
a majority of the issued and outstanding shares of common stock. The effective date of the Reverse Stock Split is March 7, 2012
and has been reflected retroactively in the financial statements
In connection with the
Reverse Stock Split, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory
Authority in November 2011. The Reverse Stock Split was implemented by FINRA on March 7, 2012. Our symbol on the OTCQX will be
SNRYD for 20 business days from March 7, 2012. Our new CUSIP number is 83416P207.
On March
12, 2012, the Company entered into a Securities Purchase Agreement with Asher Enterprises, Inc. (“Asher”),
for the sale of an 8% convertible note in the principal amount of $18,000 (the “Note”), to mature on December 12, 2012. The Note bears
interest at the rate of 8% per annum. The Note is convertible into common stock, at Asher’s option,
at a 50% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading
day period prior to conversion. The beneficial conversion feature value accounted for in the discount to notes
was $11,300.
During March and April, 2012, the Company converted
debt of $10,500 into 680,917 shares of common stock.
During April, 2012, the Board approved an increase
in S-8 shares of 2,000,000, to pay for consulting and professional fees. One consultant was paid 385,000 common shares for services
rendered, with a value of $19,250.
During April 2012, the Company paid an officer
and director 600,000 shares for accrued consulting services, with a value of $36,000.
The
Company has also pursued plans to acquire the assets of an Internet marketing firm. The company has signed a definitive agreement
and the close of the acquisition is scheduled for July 15, 2012. The company anticipates the closing of the acquisition pending
the ability to secure the necessary capital.
ITEM 3. DEFAULTS UPON SENIOR
SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibit Number
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Description of Exhibit
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3.1
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Certificate of Incorporation.(1)
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3.2
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By-Laws. (1)
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3.3
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Certificate of Amendment dated August 2, 2006(1)
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3.4
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Certificate of Amendment dated February 2, 2007(1)
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3.5
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Certificate of Amendment to the Certificate of Incorporation (6)
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3.6
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Certificate of Amendment to the Certificate of Incorporation (8)
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4.1
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0784655 B.C. LTD Promissory Note with the Company.(2)
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4.2
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Amended Convertible Debenture Purchase and Sale Agreement between 0784655 B.C. LTD, Envortus and the Company. (2)
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4.3
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Agreement for distribution of solar panels between an Asian Solar Photovoltaic Manufacturer and the Company*(9)
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4.4
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Form of Warrant issued to the April and May 2009 Investors (10)
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4.5
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Form of Subscription Agreement entered into by the April and May 2009 Investors (10)
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4.6
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Form of Securities Purchase Agreement (11)
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4.7
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Form of Common Stock Purchase Warrant (11)
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10.1
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Employment Agreement by and between Brad Holt and the Company(4)
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10.2
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Employment Agreement by and between David Fann and the Company(4)
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10.3
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Employment Agreement by and between David Surette and the Company(4)
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10.4
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Employment Agreement by and between Michael Dodak and the Company(4)
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10.5
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Website Purchase Agreement by and among NP Capital Corp, SEI Acquisition, Inc., Solar Energy, Inc., David H. Smith Revocable Trust dated June 16, 1993 and David Smith (7)
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31.1
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Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.2
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Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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101.PRE
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XBRL Taxonomy Presentation Linkbase
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* Portions of this exhibit
have been redacted pursuant to a request for confidential treatment submitted to the Securities Exchange Commission.
(1) Incorporated by reference
to the Form SB-2 Registration Statement filed with the Securities Exchange Commission on December 17, 2007.
(2) Incorporated by reference
to the Form SB-2 Registration Statement filed with the Securities Exchange Commission on February 1, 2008.
(3) Incorporated by reference
to the Form S-1 Registration Statement filed with the Securities Exchange Commission on March 6, 2008.
(4) Incorporated
by reference to the Form S-1 Registration Statement filed with the Securities Exchange Commission on April 1, 2008.
(5) Incorporated by reference
to the Form S-1 Registration Statement filed with the Securities Exchange Commission on April 25, 2008.
(6) Incorporated by reference
to the Form 8K Current Report filed with the Securities Exchange Commission on August 1, 2008.
(7) Incorporated by reference
to the Form 8K Current Report filed with the Securities Exchange Commission on August 27, 2008.
(8) Incorporated by reference
to the Form 8K Current Report filed with the Securities Exchange Commission on September 25, 2008.
(9) Incorporated by reference
to the Form S-1 Registration Statement filed with the Securities Exchange Commission on May 21, 2008.
(10) Incorporated by
reference to the Form 8-K Current Report filed with the Securities Exchange Commission on May 22, 2009.
(11) Incorporated by reference
to the Form 8-K Current Report filed with the Securities Exchange Commission on March 8, 2010.
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.
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SOLAR ENERGY INITIATIVES, INC.
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Dated: June 6, 2012
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By:
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/s/ David Fann
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David Fann
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Chief Executive Officer
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(Principal Executive Officer)
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Dated: June 6, 2012
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By:
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/s/ Pierre Besuchet
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Pierre Besuchet
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Director
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Solar Energy Initiatives (PK) (USOTC:SNRY)
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