10QSB/A 1 v068108_10qsba.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB/A
Amendment No. 2
(Mark One)

x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2006

o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________ to ___________.

Commission file number: 000-19404

SOLAR THIN FILMS, INC.
(Exact name of registrant as specified in its charter)

DELAWARE
95-4356228
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
 
25 Highland Blvd., Dix Hills, NY 11746
(Address of principal executive offices)
 
516-417-8454
  (Issuer’s telephone number)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [  ]

As of November 13, 2006 we had 26,031,354 shares of common stock issued and outstanding.  

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12-b2 of the Exchange Act). Yes / / No /X/

Transitional Small Business Disclosure Format (check one): Yes [  ] No [X]
 


EXPLANATORY NOTE

This Amendment No. 2 on Form 10-QSB/A (“Amendment No. 2”) amends the Quarterly Report of Solar Thin Films, Inc. (the “Company”) on Form 10-QSB/A for the quarter ended June 30, 2006, as filed with the Securities and Exchange Commission on October 26, 2006 (the “Original Filing”). This Amendment No.  2 is being filed for the purpose of correcting errors in accounting for and disclosing of the acquisition of American Global United , Inc. and the Share Purchase Agreements entered into with the shareholders of Kraft Rt. on June 14, 2006. We have not updated the information contained herein for events occurring subsequent to November 20, 2006, the filing date of the Original Filing.
 


SOLAR THIN FILMS, INC .

FORM 10-QSB
FOR THE QUARTER ENDED SEPTEMBER 30, 2006



PART I.  FINANCIAL INFORMATION   
     
Item 1.
Financial Statements (Unaudited)
4
 
 
 
 
Condensed Consolidated Balance Sheet as of September 30, 2006
4
 
 
 
 
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2006 and 2005
5
 
 
 
 
Condensed Consolidated Statement of Stockholders’ Deficit for the Nine Months Ended September 30, 2006
6
 
 
 
 
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2006 and 2005
7
 
 
 
 
Notes to Unaudited Condensed Consolidated Financial Statements
8
 
 
 
Item 2.
Management’s Discussion and Analysis or Plan of Operations
25
 
 
 
Item 3.
Controls and Procedures
29
 
 
 
PART II.  OTHER INFORMATION   
   
Item 1.
Legal Proceedings
30
 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
30
 
 
 
Item 3
Defaults upon Senior Securities
30
 
 
 
Item 4.
Submission of Matters to a Vote of Security Holders
30
 
 
 
Item 5.
Other Information
30
 
 
 
Item 6.
Exhibits
30
 
 
 
Signatures
 
31
 


PART I. FINANCIAL INFORMATION

 
Current assets:
   
RESTATED
 
Cash and cash equivalents
 
$
4,853,422
 
Accounts receivable, net of allowance for doubtful accounts of $-0-
   
710,046
 
Inventory (Note 2)
   
847,152
 
Prepaid expenses
   
222,106
 
Advances and other current assets
   
44,671
 
Total current assets
   
6,677,397
 
 
     
Property, plant and equipment, net of accumulated depreciation of $70,620 (Note 3)
   
506,600
 
 
     
Other assets:
     
Deferred financing costs, net of accumulated amortization of $59,918
   
547,582
 
Other assets
   
12,211
 
Total other assets
   
559,793
 
 
     
Total assets
 
$
7,743,790
 
 
     
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
     
Accounts payable and accrued liabilities (Note 4)
 
$
2,310,109
 
Advances received from customers
   
608,281
 
Note payable-other (Note 5)
   
1,500,000
 
Notes payable-related parties
   
159,000
 
Total current liabilities
   
4,577,390
 
 
     
Convertible notes payable, net of unamortized discount (Note 7)
   
1,191,881
 
Warrant liability (Note 7 )
   
5,064,900
 
Dividends payable (Note 6)
   
172,531
 
Total long term debt
   
6,429,312
 
 
     
Commitments and contingencies (Note 11)
     
 
     
Stockholders’ Deficit (Note 8)
     
Preferred stock, par value $0.01 per share; 1,200,000 shares authorized; -0- issued and outstanding
   
-
 
Series B-1 Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, 228,652 issued and outstanding
   
2,286
 
Series B-3 Preferred stock, par value $0.001 per share, 232,500 shares authorized, 47,518 issued and outstanding
   
475
 
Series B-4 Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, 95,500 issued and outstanding
   
955
 
Common stock, par value $0.01 per share, 150,000,000 shares authorized, 16,269,597 issued and outstanding (Note 8)
   
162,696
 
Additional paid in capital (Note 8)
   
796,519
 
Treasury stock, at cost
   
(80,000
)
Accumulated deficit
   
(4,141,769
)
Accumulated other comprehensive income (loss)
   
(4,074
)
Total deficiency in stockholders' equity
   
(3,262,912
)
Total Liabilities and Deficiency in Stockholders' Equity
 
$
7,743,790
 
 
See accompanying notes to the unaudited condensed consolidated financial statements
 
F-4


SOLAR THIN FILMS, INC
(Unaudited)

 
 
Three months ended
September 30,
 
Nine months ended
September 30,
 
 
 
RESTATED
 
 
 
RESTATED
 
 
 
 
 
2006
 
2005
 
2006
 
2005
 
REVENUE:
 
$
715,546
 
$
232,332
 
$
1,027,731
 
$
597,724
 
Cost of goods sold
 
 
331,874
 
 
78,200
 
 
559,889
 
 
279,189
 
Gross profit
 
 
383,672
 
 
154,132
 
 
467,842
 
 
318,535
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATING EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 
 
1,208,542
 
 
26,224
 
 
1,731,446
 
 
395,331
 
Research and development
 
 
-
 
 
97,475
 
 
-
 
 
97,475
 
Depreciation
 
 
17,816
 
 
17,194
 
 
35,564
 
 
24,526
 
Total operating expenses
 
 
1,226,358
 
 
140,893
 
 
1,767,010
 
 
517,332
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCOME (LOSS) FROM OPERATIONS
 
 
(842,686
)
 
13,239
 
 
(1,299,168
)
 
(198,797
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other income/(expense)
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange (expense) gain:
 
 
(5,185
)
 
(720
)
 
(3,617
)
 
2,987
 
Unrealized gain relating to adjustment of warranty liability to fair value
 
 
4,246,200
 
 
-
 
 
5,757,000
 
 
-
 
Interest expense, net
 
 
(723,024
)
 
(679
)
 
(906,573
)
 
(4,630
)
Debt acquisition costs
 
 
(51,041
)
 
-
 
 
(59,918
)
 
-
 
Other income
 
 
5,654
 
 
40,582
 
 
19,381
 
 
284,043
 
Total other income
 
 
3,472,604
 
 
39,183
 
 
4,806,273
 
 
282,400
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income before provision for income taxes
 
 
2,629,918
 
 
52,422
 
 
3,507,105
 
 
83,603
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income taxes expense
 
 
-
 
 
7,454
 
 
-
 
 
7,454
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCOME
 
$
2,629,918
 
$
44,968
 
$
3,507,105
 
$
76,149
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income per common share (basic) (Note 1)
 
$
0.16
 
$
0.00
 
$
0.22
 
$
0.00
 
Net income (loss) per common share (assuming fully diluted) (Note 1)
 
$
(0.02
)
$
0.00
 
$
(0.03
)
$
0.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average shares outstanding (basic) (Note 1)
 
 
16,083,625
 
 
16,035,221
 
 
16,051,533
 
 
16,035,221
 
Weighted average shares outstanding (assuming fully diluted) (Note 1)
 
 
54,033,804
 
 
16,190,777
 
 
54,001,712
 
 
16,086,775
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive Income:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income
 
$
2,629,918
 
$
44,968
 
$
3,507,105
 
$
76,149
 
Foreign currency transaction gain (loss)
 
 
8,770
 
 
50,022
 
 
(36,071
)
 
(469
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive Income
 
$
2,638,688
 
$
94,990
 
$
3,471,034
 
$
75,680
 
 
See accompanying notes to the unaudited condensed consolidated financial statements
 
 
F-5

 
 
SOLAR THIN FILMS, INC
Nine months ended September 30, 2006
(Unaudited)
RESTATED
 
 
 
Preferred Series B-1
 
Preferred Series B-3
 
Preferred Series B-4
 
 
 
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Balance at December 31, 2005
 
 
-
 
$
-
 
 
-
 
$
-
 
 
-
 
$
-
 
Shares issued to Kraft RT shareholders in exchange for 95.5% of issued and outstanding Kraft RT shares in connection with Securities Purchase Agreement on June 14, 2006 (Note 1)
 
 
-
 
 
-
 
 
-
 
 
-
 
 
95,500
 
 
955
 
Kraft Shares exchanged for Solar shares in connection with Share Exchange Agreement
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
Transfer of 225 Kraft Shares to minority interest
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
Effect of merger with Solar Thin Films, Inc. (formerly American Global United) on June 14, 2006
 
 
228,652
 
 
2,286
 
 
47,518
 
 
475
 
 
-
 
 
-
 
Common stock issued in September 2006 for services rendered at $2.00 per share
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
Net Loss at September 30, 2006
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
Balance at September 30, 2006
 
 
228,652
 
$
2,286
 
 
47,518
 
$
475
 
 
95,500
 
$
955
 
 
 
 
 
 
 
 
Additional
 
 
 
Other
 
 
 
Total
 
 
 
Common shares
 
Paid in
 
Treasury
 
Comprehensive
 
Accumulated
 
Stockholders'
 
 
 
Shares
 
Amount
 
Capital
 
Stock
 
Income (loss)
 
Deficit
 
Deficiency
 
Balance at December 31, 2005,
as adjusted for Securities Purchase Agreement (Note 1) and reverse stock split (Note 12)
 
 
16,035,222
 
$
240,400
 
$
253,781
 
$
-
 
$
31,997
 
$
(966,983
)
$
(440,805
)
Shares issued to Kraft RT shareholders in exchange for 95.5% of issued and outstanding Kraft RT shares in connection with Securities Purchase Agreement on June 14, 2006 (Note1 )
 
 
-
 
 
-
 
 
(955
)
 
-
 
 
-
 
 
-
 
 
-
 
Reclassification of Kraft equity with Share Exchange Agreement Transfer
 
 
 
 
 
(240,400
)
 
240,400
 
 
-
 
 
-
 
 
-
 
 
-
 
Effect of merger with Solar Thin Films, Inc. (formerly American Global United) and assumption of liabilities on June 14, 2006 (Note 1)
 
 
 
 
 
160,352
 
 
(163,113
)
 
(80,000
)
 
-
 
 
(6,681,891
)
 
(6,781,891
)
Common stock issued in September 2006 for services rendered at $2.00 per share (Notes 1 and 8)
 
 
234,375
 
 
2,344
 
 
466,406
 
 
-
 
 
-
 
 
-
 
 
468,750
 
Net Income at September 30, 2006
 
 
-
 
 
-
 
 
-
 
 
-
 
 
(36,071
)
 
3,507,105
 
 
3,471,034
 
Balance at September 30, 2006
 
 
16,269,597
 
$
162,696
 
$
796,519
 
$
(80,000
)
$
(4,074
)
$
(4,141,769
)
$
(3,262,912
)
 
 See accompanying notes to the unaudited condensed consolidated financial statements
 
 
F-6

 
 
SOLAR THIN FILMS, INC
(Unaudited)
 
 
 
Nine months ended September 30,
 
 
 
2006
 
2005
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
RESTATED
 
 
 
 
Net Income
 
$
3,507,105
 
$
76,149
 
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
 
 
 
 
Depreciation
 
 
35,564
 
 
24,526
 
Provision for doubt accounts
 
 
-
 
 
36,411
 
Common stock issued for services rendered
 
 
468,750
 
 
-
 
Forgiveness of debt-net
 
 
-
 
 
(202,340
)
Amortization of deferred financing costs
 
 
59,918
 
 
-
 
Amortization of debt discounts
 
 
826,631
 
 
-
 
Unrealized gain on change in fair value of warrant liabilities
 
 
(5,757,000
)
 
-
 
Loss on disposal of fixed assets
 
 
23,366
 
 
-
 
(Increase) decrease in:
 
 
 
 
 
 
 
Accounts receivable
 
 
(699,555
)
 
87,114
 
Inventory
 
 
(465,778
)
 
66,307
 
Prepaid expenses
 
 
(189,329
)
 
35,894
 
Advances and other current assets
 
 
40,891
 
 
10,219
 
Other assets
 
 
(7,891
)
 
-
 
Increase (decrease) in:
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
 
 
680,502
 
 
(233,245
)
Advances received from customers
 
 
509,043
 
 
67,822
 
Other current liabilities
 
 
(2,545
)
 
(2,844
)
Net cash used in operations
 
 
(970,328
)
 
(33,987
)
 
 
 
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
Net cash acquired in connection with merger with American United Global
 
 
5,258,503
 
 
-
 
Acquisition of property, plant and equipment
 
 
(411,278
)
 
(30,801
)
Net cash provided by (used in) investing activities:
 
 
4,847,225
 
 
(30,801
)
 
 
 
 
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
Cash provided by notes payable, other-net
 
 
979,948
 
 
497,439
 
Cash provided(used in) notes payable, related party
 
 
(433
)
 
113,356
 
Net cash provided by financing activities:
 
 
979,515
 
 
610,795
 
 
 
 
 
 
 
 
 
Effect of currency rate change on cash
 
 
(36,071
)
 
469
 
 
 
 
 
 
 
 
 
Net increase in cash and cash equivalents
 
 
4,820,341
 
 
546,476
 
Cash and cash equivalents at beginning of period
 
 
33,081
 
 
25,909
 
Cash and cash equivalents at end of period
 
$
4,853,422
 
$
572,385
 
 
 
 
 
 
 
 
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 
 
 
 
 
 
 
Cash paid during the period for interest
 
 
-
 
 
806
 
Cash paid during the period for taxes
 
 
-
 
 
7,454
 
NON CASH INVESTING AND FINANCING ACTIVITIES
 
 
 
 
 
 
 
Common stock issued for services rendered
 
 
468,750
 
 
-
 
Abandonment of fixed asset-net of book value, in exchange for forgiveness of debt
 
 
-
 
 
16,008
 
 
See accompanying notes to the unaudited condensed consolidated financial statements
 
 
F-7

 
 
SOLAR THIN FILMS, INC
SEPTEMBER 30, 2006

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

The accompanying unaudited condensed consolidated financial statements of Solar Thin Films, formerly known as American United Global Inc., (the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Accordingly, the results from operations for the three and nine month period ended September 30, 2006, are not necessarily indicative of the results that may be expected for the year ended December 31, 2006. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated December 31, 2005 financial statements and footnotes thereto included in the Company's SEC Form 8-K dated June 14, 2006 as filed with the SEC on July 17, 2006.

Business and Basis of Presentation

The Company is incorporated under the laws of the State of Delaware, and is in the business of designing, manufacturing and marketing Solar Panel equipment on a world wide basis.

The consolidated financial statements include the accounts of the Company and its wholly and majority- owned subsidiaries, Kraft, Rt. and Superior Ventures Corp. All significant intercompany balances and transactions have been eliminated in consolidation.

Merger and Corporate Restructure

On June 14, 2006, the Company entered into a Securities Purchase Agreement (“Agreement” or “Merger”) with Kraft Rt. ("Kraft”), a company formed under the laws of the country of Hungary. As a result of the Merger, there was a change in control of the public entity. In accordance with SFAS No. 141, Kraft was the acquiring entity. While the transaction is accounted for using the purchase method of accounting, in substance the Agreement is a recapitalization of Kraft's capital structure.

For accounting purposes, the Company accounted for the transaction as a reverse acquisition and Kraft is the surviving entity. The total purchase price and carrying value of net assets acquired was $(6,681,891). The Company did not recognize goodwill or any intangible assets in connection with the transaction. Prior to the Agreement, the Company was an inactive corporation with no significant assets and liabilities.

Effective with the Agreement, 95.5% of previously outstanding shares of its common stock owned by the Kraft’s shareholders were exchanged for an aggregate of 95,500 shares of the Company’s newly issued Series B-4 Preferred Stock (the “Series B-4 Preferred”). The Series B-4 Preferred are each automatically convertible into 350 shares of common stock or an aggregate of 33,425,000 shares of the Company’s common stock. The conversion is subject to the Company increasing its authorized shares of common stock. Under the Agreement, prior to such conversion, each Series B-4 Preferred share will have the voting rights equal to 350 shares of common stock and vote together with the shares of common stock on all matters.

The value of the stock that was issued was the historical cost of the Company's net tangible assets, which did not differ materially from their fair value.

The accompanying financial statements present the historical financial condition, results of operations and cash flows of Kraft, Rt. prior to the merger with American United Global.
 
 
F-8

 
 
SOLAR THIN FILMS, INC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
The total consideration paid was $(6,681,891) and the significant components of the transaction are as follows:
 
American United Global, Inc.
Summary Statement of Financial Position
At June 14, 2006
Current Assets:
 
 
 
 
Cash
 
$
5,258,503
 
Other assets:
 
 
 
 
Deferred loan costs, net of accumulated amortization of $-0-
 
 
607,500
 
Notes receivable-Kraft RT
 
 
1,500,000
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
Note payable - unsecured
 
 
(1,500,000
)
Accrued interest and other
 
 
(1,435,200
)
Long Term liabilities:
 
 
 
 
$525,000 Convertible debenture; less unamortized debt discount of $266,935
 
 
(258,065
)
$1,250,000 Convertible debenture; less unamortized debt discount of $1,140,988
 
 
(109,012
)
$6,000,000 Convertible debenture; less unamortized debt discount of $6,000,000
 
 
-0-
 
Warrant liability
 
 
(10,821,900
)
 
 
 
 
 
Preferred stock: series B-1
 
 
(2,287
)
Preferred stock: series B-3
 
 
(475
)
Preferred stock: series B-4
 
 
(955
)
Treasury stock, at cost
 
 
80,000
 
 
 
 
 
 
Net liabilities assumed
 
$
(6,681,891
)

The net liabilities assumed is accounted for as a recapitalization of the Company’s capital structure and , accordingly the Company has charged the $ 6,681,891 to accumulated deficit during the nine period ended September 30, 2006.

Subsequent to the date of the financial statements, the Company changed its name from American United Global Inc. to Solar Thin Films, Inc.

Revenue Recognition

For revenue from product/contract sales, the Company recognizes revenue in accordance with Staff Accounting Bulletin No. 104, Revenue Recognition (“SAB 104"), which superceded Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (“SAB 101"). SAB 101 requires that four basic criteria must be met before revenue can be recognized: 1) Persuasive evidence of an arrangement exists; 2) delivery has occurred; 3) the selling price is fixed and determinable; and 4) collectibility is reasonably assured.
 
 
F-9

 

SOLAR THIN FILMS, INC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition (continued)

Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the company and the customer jointly determine that the product has been delivered or no refund will be required. Deferred revenues as of September 30, 2006 are $608,281. SAB 104 incorporates Emerging Issues Task Force 00-21 (“EITF 00-21"), Multiple-Deliverable Revenue Arrangements. EITF 00-21 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing EITF 00-21 on the Company’s financial position and results of operations was not significant.

The Company recognizes revenue when persuasive evidence of an arrangement exists, the price to the customer is fixed, collectibility is reasonable assured and title and risk of ownership is passed to the customer, which is usually upon shipment. However, certain customers traditionally have requested to take title and risk of ownership prior to shipment. Revenue for these transactions are recognized only when:

1. Title and risk of ownership have passed to the customer;
2. The Company has obtained a written fixed purchase commitment;
3. The customer has requested the transaction be on a bill and hold basis;
4. The customer has provided a delivery schedule;
5. All performance obligations related to the sale have been completed;
6. The product has been processed to the customer’s specifications, accepted by the customer and made ready for shipment;
7. The product is segregated and is not available to fill other orders.

The remittance terms for these “bill and hold” transactions are consistent with all other sale by the company. There were no bill and hold transactions at September 30, 2006.

Currently, there are no warranties provided with the purchase of the Company‘s products. The cost of replacing defective products and product returns have been immaterial and within management’s expectations. In the future, when the Company deems warranty reserves are appropriate that such costs will be accrued to reflect anticipated warranty costs.

Research and Development

The Company accounts for research and development costs in accordance with the Financial Accounting Standards Board’s Statement of Financial Accounting Standards No. 2 (“SFAS 2"), “Accounting for Research and Development Costs.” Under SFAS 2, all research and development cost must be charged to expense as incurred. Accordingly, internal research and developments cost is expensed as incurred.

Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred expenditures of $-0- and $97,475 on research and product development for the three and nine months ended September 30, 2006 and 2005, respectively

Reclassification

Certain reclassifications have been made to conform to prior periods’ data to the current presentation. These reclassifications had no effect on reported losses.
 
 
F-10

 

SOLAR THIN FILMS, INC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2006

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Stock Based Compensation

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure-an amendment of SFAS 123.” This statement amended SFAS 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary charge to the fair value based method of accounting for stock-based employee compensation. In addition, this statement amended the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. Effective for the nine months ended September 30, 2006 the Company has adopted SFAS 123 (R) which supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” and eliminates the intrinsic value method that was provided in SFAS 123 for accounting of stock-based compensation to employees. The Company made no employee stock-based compensation grants before December 31, 2005 and during the nine months ended September 30, 2006 and therefore has no unrecognized stock compensation related liabilities or expense unvested or vested prior to 2006 and for the nine months ended September 30, 2006.

Use of Estimates

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

Comprehensive Income (Loss)

The Company adopted Statement of Financial Accounting Standards No. 130; “Reporting Comprehensive Income” (SFAS) No. 130 establishes standards for the reporting and displaying of comprehensive income and its components. Comprehensive income is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owners sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. SFAS No. 130 requires other comprehensive income (loss) to include foreign currency translation adjustments and unrealized gains and losses on available for sale securities.

Foreign Currency Translation

The Company translates the foreign currency financial statements in accordance with the requirements of Statement of Financial Accounting Standards No. 52, “Foreign Currency Translation”. Assets and liabilities are translated at current exchange rates in effect during the period. Resulting translation adjustments are recorded as a separate component in stockholder’s equity. Foreign currency transaction gains and losses are included in the statement of shareholders equity and the statement of operations when applicable.

Net income (loss) per share

The following reconciliation of net income and share amounts used in the computation of income (loss) per share for the three and nine months ended September 30, 2006 and 2005:

 
 
Three Months Ended
September 30, 2006
 
Nine Months
Ended
September 30, 2006
 
Three Months Ended
September 30, 2005
 
Nine Months
Ended
September 30, 2005
 
Net income used in computing basic net income per share
 
$
2,629,918
 
$
3,507,105
 
$
44,968
 
$
76,149
 
Impact of assumed assumptions:
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of debt discount (interest expense) on convertible debentures
 
 
704,167
 
 
826,631
 
 
-
 
 
-
 
Impact of equity classified as liability: