EX-99.1A 2 ex991a.htm EX 99.1A ex991a.htm
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
 Western Water Consultants, Inc.
 Placentia, California

We have audited the accompanying balance sheets of Western Water Consultants, Inc. (the “Company”) as of December 31, 2011 and 2010 and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Western Water Consultants, Inc. as of December 31, 2011 and 2010 and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

/s/ MaloneBailey, LLP
 www.malonebailey.com
 Houston, Texas

November 13, 2012




 
 

 



 
Western Water Consultants, Inc.
Balance Sheets
   
December 31,
   
December 31,
 
   
2011
   
2010
 
ASSETS
           
Current assets:
           
Cash
  $ 43,626     $ 22,749  
Trade receivables, net of $0 allowance for doubtful accounts
    349,551       250,180  
Other
    1,090       290  
                 
Total current assets
    394,267       273,219  
                 
Property, Plant and Equipment, net of accumulated depreciation of $72,262 and $52,152
    96,068       103,050  
                 
Total Assets
    490,335       376,269  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
                 
Current Liabilities:
               
                 
Accounts Payable
  $ 130,320     $ 252,256  
Accrued Liabilities
    6,967       12,569  
Deferred tax liability
    19,131       -  
Line of credit
    62,022       88,510  
Obligations under capital leases - short term
    26,067       26,066  
                 
Total current liabilities
    244,507       379,401  
                 
Obligations under capital leases - long term
    54,247       76,162  
                 
Total Liabilities
    298,754       455,563  
                 
Stockholders' equity
               
Common stock, 1,000,000 shares authorized
100,000 issued and outstanding
    5,000       5,000  
Accumulated earnings/(deficit)
    186,581       (84,294 )
                 
Total shareholders' equity (deficit)
    191,581       (79,294 )
                 
Total liabilities and shareholders' equity
    490,335       376,269  
 
See accompanying notes to the financial statements.


 
 

 

Western Water Consultants, Inc.
Statements of Operations
   
Years Ended December 31,
 
   
2011
   
2010
 
             
Revenue
           
Total Revenues
$
2,290,463
 
$
1,648,289
 
             
Cost of sales
 
1,336,404
   
1,076,390
 
             
Gross profit
 
954,059
   
571,899
 
             
Operating expenses
           
Selling, General and Administrative
 
638,198
   
594,588
 
Depreciation and Amortization expense
 
15,462
   
9,973
 
Total operating expenses
 
653,660
   
604,561
 
             
Net operating income (loss)
 
300,399
   
(32,662
)
Other (Expense):
           
Interest Expense
 
(10,393
)
 
(11,923
)
             
Net income (loss) before income taxes
 
290,006
   
(44,585
)
             
Income Tax Expense
 
(19,131
)
 
-
 
             
Net Income (Loss)
$
270,875
 
$
(44,585
)
             
Basic and diluted income (loss) per share
$
2.71
 
$
(0.45
)
             
Basic and diluted weighted average common shares outstanding
 
100,000
   
100,000
 
 
See accompanying notes to the financial statements.




 
 

 


Western Water Consultants, Inc.
Statements of Stockholders' Equity
   
Common Stock
   
Accumulated
       
               
Earnings /
       
   
Shares
   
Amount
   
(Deficit)
   
Total
 
                         
Balance, December 31, 2009
 
100,000
 
$
5,000
 
$
(39,709
)
$
(34,709
)
                         
Net loss
 
-
   
-
   
(44,585
)
 
(44,585
)
                         
Balance, December 31, 2010
 
100,000
   
5,000
   
(84,294
)
 
(79,294
)
                         
Net income
 
-
   
-
   
270,875
   
270,875
 
                         
Balance, December 31, 2011
 
100,000
 
$
5,000
 
$
186,581
 
$
191,581
 
 
See accompanying notes to the financial statements.

 
 

 


Western Water Consultants, Inc.
Statements of Cash Flows

   
Years Ended December 31,
 
   
2011
   
2010
 
             
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net income (loss)
$
270,875
 
$
(44,585
)
Adjustments to reconcile net loss to net cash
provided by financing activities Depreciation expense
 
20,110
   
- 13,952
 
Changes in operating assets and liabiliities
           
Accounts receivable
 
(99,371
)
 
(114,376
)
Prepaid expenses and other current assets
 
(800
)
 
-
 
Accounts payable
 
(121,936
)
 
197,113
 
Deferred tax liability
 
19,131
   
-
 
Interest expense incurred under capital lease
 
4,152
   
3,306
 
Accrued liabilities
 
(5,602
)
 
6,197
 
             
Cash provided by operating activities
 
86,559
   
61,607
 
             
CASH FLOWS FROM INVESTING ACTIVITIES
           
Purchase of fixed assets
 
(39,194
)
 
(17,378
)
             
CASH FLOWS FROM FINANCING ACTIVITIES
           
Net payments on line of credit
 
(26,488
)
 
(43,695
)
             
NET INCREASE (DECREASE) IN CASH
 
20,877
   
534
 
             
Cash and cash equivalents, beginning of period
 
22,749
   
22,215
 
Cash and cash equivalents, end of period
$
43,626
 
$
22,749
 
             
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
           
Cash paid for interest
$
10,461
 
$
12,026
 
             
Non-cash investing and financing activities:
           
Fixed assets acquired under capital lease
$
-
 
$
116,300
 
See accompanying notes to the financial statements.

 
 

 


Western Water Consultants Inc.
Notes to Financial Statements
For The Years Ended December 31, 2010 and 2011

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Western Water Consultants Inc. (“we”, “our” or the “Company”) is a California corporation engaged in the business of operating water treatment programs for major manufacturers, oil and gas refiners, and the food and beverage industries. The company institutes programs that help conserve water use, energy use, and capital equipment costs.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

Management uses estimates and assumptions in preparing these financial statements in accordance with U.S. generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

CASH AND CASH EQUIVALENTS

Cash equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

We establish an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. No allowance has been recorded as of 2010 and 2011.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is computed utilizing the straight-line method over the estimated economic life of five to ten years. Maintenance, repairs and minor renewals are charged directly to expenses as incurred. Additions and betterment to property and equipment are capitalized. When assets are disposed of, the related cost and accumulated depreciation thereon are removed from the accounts and any resulting gain or loss is included in the statement of operations.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is estimated based upon either discounted cash flow analysis or estimated salvage value. No impairment has been recorded as of 2010 and 2011.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments are recorded at fair value in accordance with the standard for “Fair Value Measurements codified within ASC 820”, which defines fair values, establishes a three level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measurements:

• Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical asset or liabilities in active markets.
• Level 2 – inputs to the valuation methodology include closing prices for similar assets and liabilities in active markets, and inputs that are observable for the assets and liabilities, either directly, for substantially the full term of the financial instruments.
• Level 3 – inputs to the valuation methodology are observable and significant to the fair value.

REVENUE RECOGNITION

Revenue is generated through the sale and shipment of customer orders. Revenues are recognized when all of the following have been met:

o Persuasive evidence of an arrangement exists;

o Delivery or service has been performed;

o The customer's fee is deemed to be fixed or determinable and free of contingencies or significant uncertainties

o Collectability is probable.

INCOME TAXES

The Company has elected under the provisions of the Internal Revenue Code to be an “S” Corporation. As a result, earnings and losses of the Company are passed through to its stockholders for federal tax purposes.

Deferred tax assets and liabilities are recognized for the estimated future California state income tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse.

We have net state operating loss carryforwards available to reduce future state taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that we will not realize a future tax benefit, a valuation allowance is established.

CONCENTRATION OF CREDIT RISK

The Company maintains its cash and cash equivalents in various financial institutions. Accounts at these institutions are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company performs ongoing evaluations of these institutions to limit concentration risk exposure.

INCOME (LOSS) PER SHARE

Basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At December 31, 2011 and 2010, diluted net income or loss per share is equivalent to basic net income or loss per share.

RECENT ACCOUNTING PRONOUNCEMENTS

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position, or cash flow.
 
NOTE 3 - RELATED PARTY TRANSACTIONS

The Company currently has no related party transactions.

NOTE 4 - STATE INCOME TAXES

The Company uses the liability method, where deferred California state income tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. Since inception through 2010, the Company incurred net losses which were used to offset income tax in 2011. During 2011, the Company incurred a $19,131 deferred state income tax liability, calculated at statutory rates with no significant permanent differences between statutory and actual rates. Substantially all of this timing difference is due to the differences caused by using the cash method of accounting for tax purposes.

NOTE 5 - OBLIGATIONS UNDER CAPITAL LEASE

The Company purchased two vehicles in 2010 for $116,300. These vehicles were financed over 5 years at a 4.5% interest rate. Interest expense related to the capital leases total $3,305 and $4,152, total lease obligations are $102,228 and $80,313, and cash paid for the leases are $17,378 and $26,066 for 2010 and 2011, respectively.

NOTE 6 - LINE OF CREDIT

The Company has an outstanding line of credit with two banking institutions for a maximum credit line of $98,000 and $85,000, interest rate of 6% and 6.63%, and payment on cash advances due at the end of every month. Outstanding line of credit totals $62,022 and $88,510 as of 2011 and 2010 respectively.

NOTE 7 - STOCKHOLDERS' EQUITY

During 2011 and 2010, the Company had no stock transactions. The $5,000 in common stock represents contributions made at inception by the two Board members. Each board member was issued 50,000 common shares for their contributions at inception on January 27, 2004.

NOTE 8 - MAJOR CUSTOMERS AND VENDORS

During 2011, the Company had 4 customers which accounted for 89% of total revenues. The Company also had 3 vendors which accounted for 81% of materials purchased during the fiscal year end.

During 2010, the Company had 3 customers which accounted for 79% of total revenues. The Company also had 3 vendors which accounted for 93% of materials purchased during the fiscal year end.

NOTE 9 - SUBSEQUENT EVENTS

On August 30, 2012, Unseen Solar, Inc. entered into a stock purchase agreement (the "Purchase Agreement") with Western Water Consultants Inc., ("Western") and the shareholders of Western. Pursuant to the Purchase Agreement, Unseen Solar will issue 4,500,000 shares of its common stock, representing no less than 60% of the total issued and outstanding common stock of Unseen Solar, to the shareholders of Western at the closing of the Purchase Agreement in exchange for 100% of the issued and outstanding capital stock of Western.

On November 13, 2012 (the "Closing Date"), Unseen Solar closed the stock purchase transaction with Western and the shareholders of Western pursuant to the Purchase Agreement. In accordance with the terms of Purchaser Agreement, on the Closing Date, Unseen Solar issued 4,500,000 shares of its common stock to the shareholders of Western in exchange for 100% of the issued and outstanding capital stock of Western (the "Purchase Transaction"). As a result of the Purchase Transaction, the shareholders of Western acquired approximately 60% of Unseen Solar's issued and outstanding common stock, Western became Unseen Solar's wholly-owned subsidiary, and Unseen Solar acquired the business and operations of Western.
 
For accounting purposes, the purchase transaction is being accounted for as a reverse acquisition. The transaction has been treated as a recapitalization of Western, with Western, whose shareholders and management took control of Unseen Solar (the legal acquirer), considered the accounting acquirer.