-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HwtYHRfvzH+/P3OkbVi7LY/f7+hehjet8z+CXoEmBt6RSqJci5/uDz0XLOeCgNsa ylZaKuS0ReXYVqR02efxpA== /in/edgar/work/20000905/0000950147-00-001360/0000950147-00-001360.txt : 20000922 0000950147-00-001360.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950147-00-001360 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000905 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOLPOWER CORP CENTRAL INDEX KEY: 0001068618 STANDARD INDUSTRIAL CLASSIFICATION: [2800 ] IRS NUMBER: 870384678 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-29780 FILM NUMBER: 716182 BUSINESS ADDRESS: STREET 1: 7309 EAST STETSON DRIVE STREET 2: STE 102 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 BUSINESS PHONE: 6029476366 MAIL ADDRESS: STREET 1: 7309 EAST STETSON DR STREET 2: STE 102 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 10QSB 1 0001.txt QUARTERLY REPORT FOR THE QTR ENDED 6/30/00 ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 10-QSB -------------------- (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from _____________ to _______________ -------------------- Commission File Number 001-14439 -------------------- SOLPOWER CORPORATION (Exact Name of Small Business Issuer as Specified in its Charter) Nevada 87-0384678 (State or Other Jurisdiction of (IRS Employer Identification No.) Incorporation or Organization) 7309 East Stetson Drive, Suite 102 Scottsdale, Arizona 85251 (Address of Principal Executive Offices) (480) 947-6366 (Issuer's Telephone Number) Check whether the issuer (1) 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 [ ] The number of shares outstanding of each of the issuer's classes of common equity was 28,250,691 shares of common stock, par value $.01, as of August 31, 2000. Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] ================================================================================ SOLPOWER CORPORATION INDEX TO FORM 10-QSB FILING FOR THE QUARTER ENDED JUNE 30, 2000 TABLE OF CONTENTS PART I FINANCIAL INFORMATION PAGE ---- Item 1. Financial Statements................................................ 2 Balance Sheets June 30, 2000 (unaudited) and March 31, 2000...................... 2 Statements of Operations For the Three Month Periods Ended June 30, 2000 (unaudited) and 1999 (unaudited).............................................. 3 Statement of Stockholders' Equity For the Period From March 31, 2000 to June 30, 2000............... 4 Statements of Cash Flows For the Three Month Periods Ended June 30, 2000 (unaudited) and 1999 (unaudited).............................................. 5 Notes to the Financial Statements For the Three Month Period Ended June 30, 2000................................................. 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................................... 6 PART II. OTHER INFORMATION Item 2. Change in Securities and Use of Proceeds............................ 7 SIGNATURES ................................................................. 7 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS SOLPOWER CORPORATION BALANCE SHEETS JUNE 30, 2000 (UNAUDITED) AND MARCH 31, 2000
June 30, March 31, 2000 2000 ----------- ----------- (Unaudited) (Audited) ASSETS Current Assets: Cash and cash equivalents $ 23,708 $ 34,299 Accounts receivable 69,867 79,726 Inventory 61,351 21,624 ----------- ----------- Total Current Assets 154,926 135,649 Property & Equipment, net 448,519 377,762 Marketing Rights, net 2,533,333 2,558,333 ----------- ----------- Total Assets $ 3,136,778 $ 3,071,744 ----------- ----------- LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Loans payable to related parties $ 181,390 $ 130,390 Accounts payable - trade 270,333 330,093 - related parties 236,181 107,118 Accrued expenses 42,965 309,929 ----------- ----------- Total Current Liabilities 730,869 877,530 Long-Term Liabilities: Loans payable to related parties, less current portion 466,173 212,114 ----------- ----------- Total Liabilities 1,197,042 1,089,644 ----------- ----------- Commitments and Contingencies -- -- Stockholders' Equity: Preferred stock; $0.001 par value, 5,000,000 shares authorized; issued and outstanding, none -- -- Common stock; $0.01 par value, 30,000,000 shares authorized; issued and outstanding 28,250,691 and 27,316,066, respectively 282,507 273,161 Additional Paid in Capital 9,116,292 8,741,730 Accumulated Deficit (7,459,063) (7,032,791) ----------- ----------- Total Stockholders' Equity 1,939,736 1,982,100 ----------- ----------- Total Liabilities and Stockholders' Equity $ 3,136,778 $ 3,071,744 =========== ===========
2 SOLPOWER CORPORATION STATEMENTS OF OPERATIONS FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2000 (UNAUDITED) AND 1999 (UNAUDITED) For the Three Month Periods Ended --------------------------------- June 30, 2000 June 30, 1999 ------------ ------------ (unaudited) (audited) Revenues Sales - Product $ 121,339 $ 25,439 Cost of Sales 92,534 132,966 ------------ ------------ Gross Profit 28,805 (107,527) Expenses General and administrative 387,754 335,928 ------------ ------------ Operating Loss (358,949) (443,455) ------------ ------------ Other Income (Expense) Interest income 233 -- Foreign currency transaction gain 7,794 -- Settlement costs (60,000) -- Interest expense (15,350) (140) ------------ ------------ Total Other Income (Expense) (67,323) (140) ------------ ------------ Net Loss Before Provision for income taxes (426,272) (443,595) Provision for Income Taxes -- -- ------------ ------------ Net Loss $ (426,272) $ (443,595) ============ ============ Basic Loss Per Share $ (0.02) $ (0.02) ============ ============ Weighted Average Number of Shares Outstanding 27,322,010 23,443,492 ============ ============ 3 SOLPOWER CORPORATION STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD FROM MARCH 31, 2000 TO JUNE 30, 2000
Additional Common Stock Paid In Accumulated Shares Amount Capital Deficit Total ---------- -------- ---------- ----------- ----------- Balance, March 31, 2000 27,316,066 $273,161 $8,741,730 $(7,032,791) $ 1,982,100 Issuance of common stock for license terminations, interest and property 784,625 7,846 306,004 -- 313,850 Issuance of common stock pursuant to employment agreements 150,000 1,500 68,558 -- 70,058 Loss for the three months ended June 30, 2000 (unaudited) -- -- -- (426,272) (426,272) ---------- -------- ---------- ----------- ----------- Balance, June 30, 2000 (unaudited) 28,250,691 $282,507 $9,116,292 $(7,459,063) $ 1,939,736 ========== ======== ========== =========== ===========
4 SOLPOWER CORPORATION STATEMENTS OF CASH FLOWS FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2000 (UNAUDITED) AND 1999 (UNAUDITED) For the Three Month Periods Ended ----------------------------- June 30, 2000 June 30, 1999 ------------- ------------- (unaudited) (audited) Cash Flows From Operating Activities: Net loss $(426,272) $(443,595) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation and amortization 50,048 50,714 Non-cash transactions 348,908 -- Changes in operating assets and liabilities: Accounts receivable 9,859 3,808 Inventory (39,727) 9,646 Accounts payable -trade (59,760) (48,924) -related party 129,063 -- Accrued expenses (266,964) 19,535 --------- --------- Net Cash Used by Operating Activities (254,845) (408,816) --------- --------- Cash Flows from Investing Activities: Capital Expenditures (60,805) (15,653) --------- --------- Net Cash Used by Investing Activities (60,805) (15,653) --------- --------- Cash Flows From Financing Activities: Payment on capital lease -- (1,384) Loans from related parties 308,000 457,457 Payments to related parties (2,941) -- --------- --------- Net Cash Provided by Financing Activities 305,059 456,073 --------- --------- Increase (Decrease) in Cash and Cash Equivalents (10,591) 31,604 Cash and Cash Equivalents, Beginning of Period 34,299 2,228 --------- --------- Cash and Cash Equivalents, End of Period $ 23,708 $ 33,832 ========= ========= SUPPLEMENTAL INFORMATION: Cash Paid for: Interest $ -- $ 140 Noncash Investing and Financing: Issuance of shares of common stock for conversion of debt $ 203,500 -- Issuance of shares of common stock for settlement costs $ 75,350 -- Issuance of shares of common stock for equipment $ 35,000 -- Issuance of shares of common stock pursuant to employment agreements $ 70,058 -- 5 SOLPOWER CORPORATION NOTES TO THE FINANCIAL STATEMENTS FOR THE THREE MONTH PERIOD ENDING JUNE 30, 2000 NOTE 1 - BASIS OF PREPARATION The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and Article 10 of Regulation S-X. These statements 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. Operating results for the three month period ended June 30, 2000 are not necessarily indicative of the results that may be expected for the year ended March 31, 2001. The unaudited condensed financial statements should be read in conjunction with the financial statements and footnotes thereto for the year ended March 31, 2000 included in the Company's report on form 10-KSB. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999 Revenues for the three months ended June 30, 2000 were $121,339 as compared to revenues of $25,439 for the three months ended June 30, 1999. The increase in revenues resulted primarily from improved sales in several expanding regional markets during the three month period ended June 30, 2000 compared with the three months ended June 30. 1999. Cost of sales decreased $40,432 or 30.4% from $132,966 in the quarter ended June 30, 1999 to $92,534 in the quarter ended June 30, 2000. This decrease is primarily attributable to closing the plant site in Elkhart, Indiana and a reduction in plant personnel at the Phoenix, Arizona plant. General and administrative costs were $387,754 for the quarter ended June 30, 2000 compared to $335,928 for the three months ended June 30, 1999. The 15% increase in costs were due to an increase in consulting fees associated with management services and a reduction in other non-recurring expenses associated with a reorganization of operations. Cash flow of $308,000 was provided by related parties for the three months ended June 30, 2000 as compared with $457,457 received from related party advances for the three month period ended June 30, 1999. The Company experienced a net loss of $426,272 for the three months ended June 30, 2000 as compared with $443,595 for the three months ended June 30, 1999. The 4% decrease was due to a reduction in marketing and administrative personnel and other reorganization efficiencies. LIQUIDITY AND CAPITAL RESOURCES The Company anticipates future liquidity needs for product production and operations will be met through increased product sales supplemented by equity and debt financings primarily from its major shareholder, Dominion Capital Pty Ltd. 6 PART II OTHER INFORMATION ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS In June, 2000, Solpower issued 80,000 shares of its common stock to Mark A. Robinson and 70,000 shares to James H. Hirst. Mr. Robinson is the Chief Executive Officer and Mr. Hirst is the Secretary and Treasurer of Solpower. These shares were issued as compensation to Mr. Robinson and Mr. Hirst. In August, 2000, Solpower issued 500,000 shares of common stock to Solpower Southeast Corporation in discharge of debt and accrued interest, for repayment of certain expenses related to the Elkhart, Indiana plant and for purchase of equipment. The shares were issued at $.40 per share and in reliance on the exemption from registration under Section 4(2) of the Securities Act. In August, 2000, Solpower issued 284,625 shares of common stock to Masters Marketing Group, Inc. The shares were issued at $.40 per share in cancellation of $113,850 of debt and interest. The shares were issued in reliance on the exemption from registration under Section 4(2) of the Securities Act. The shares issued to Solpower Southeast Corporation and Masters Marketing Group, Inc. were included in the shares outstanding on Solpower's balance sheet dated June 30, 2000. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed by the undersigned, thereunto duly authorized. SOLPOWER CORPORATION (Registrant) Dated: September 1, 2000 By /s/ Mark A. Robinson ----------------------------------------- Mark A. Robinson, Chief Executive Officer 7 EX-27 2 0002.txt FINANCIAL DATA SCHEDULE
5 3-MOS MAR-31-2001 APR-01-2000 JUN-30-2000 23,708 0 69,867 0 61,351 154,926 661,800 213,281 3,136,778 730,869 0 0 0 282,507 1,657,229 3,136,778 121,339 121,339 92,534 387,754 (67,323) 0 15,350 (426,272) 0 (426,272) 0 0 0 (426,272) .02 .02
-----END PRIVACY-ENHANCED MESSAGE-----