EX-99.1 7 f8k012910ex99i_atlgreen.htm FINANCIAL STATEMENTS OF ATLANTIC GREEN POWER CORPORATION FOR THE PERIOD FROM SEPTEMBER 17, 2009 (DATE OF INCEPTION) THROUGH NOVEMBER 30, 2009. f8k012910ex99i_atlgreen.htm
 
Exihibit 99.1
 
ATLANTIC GREEN POWER CORPORATION
(A Development Stage Company)
 
November 30, 2009
 
INDEX TO FINANCIAL STATEMENTS
 
Report of Independent Registered Pubic Accounting Firm
F-1
   
Balance Sheet at November 30, 2009
F-2
   
Statements of Operations for the Period from September 17, 2009 (Inception) through November 30, 2009
F-3
   
Statement of Stockholders’ Equity for the Period from September 17, 2009 (Inception) through November 30, 2009
F-4
   
Statement of Cash Flows for the Period from September 17, 2009 (Inception) through November 30, 2009
F-5
   
Notes to the Financial Statements
F-6
   
 
 
 


 

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and Stockholders of
Atlantic Green Power Corporation
(a development stage company)
New York, New York
 
We have audited the accompanying balance sheet of Atlantic Green Power Corporation (a development stage company) (the “Company”) as of November 30, 2009 and the related statements of operations, stockholders’ equity and cash flows for the period from September 17, 2009 (inception) through November 30, 2009.  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 audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the 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 audit 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides 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 Atlantic Green Power Corporation as of November 30, 2009 and the results of its operations and cash flows for the period from September 17, 2009 (inception) through November 30, 2009 in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that Atlantic Green Power Corporation will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company has no revenue, and a net loss, which raise substantial doubt about the Company’s ability to continue as a going concern.  Management's plans in regards to these matters are also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s/ Li & Company, PC
Li & Company, PC
 
Skillman, New Jersey
December 22, 2009
 
 
F-1

 
ATLANTIC GREEN POWER CORPORATION
(A Development Stage Company)
Balance Sheet
 
       
ASSETS
 
   
November 30, 2009
 
Current Assets:
     
Cash
  $ 1,186,497  
         
Total Current Assets
    1,186,497  
         
TOTAL ASSETS
  $ 1,186,497  
         
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
   
Current Liabilities:
       
Accrued expenses
  $ 7,500  
Total Current Liabilities
    7,500  
         
Stockholders’ Equity:
       
Common stock, $.00001 par value; 250,000,000 shares authorized; 36,971,250 shares issued and outstanding
    370  
Additional paid in capital
    1,204,552  
Deficit accumulated during the development stage
    (25,925 )
Total  Stockholders’ Equity
    1,178,997  
         
         
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 1,186,497  
 
See accompanying notes to financial statements.
 
F-2

 
 
ATLANTIC GREEN POWER CORPORATION
(A Development Stage Company)
Statement of Operations
 
   
For the period from
September 17, 2009
(Inception) through
November 30, 2009
 
       
Operating Expenses:
     
  Professional fees
  $ 24,866  
  General and administrative
    1,059  
Total Operating Expenses
    25,925  
         
Loss From Operations
    (25,925 )
         
Loss Before Income Taxes
    (25,925 )
         
Income Taxes
    -  
Net Loss
  $ (25,925 )
         
Net Loss Per Common Share - basic and diluted
  $ (0.00 )
         
Weighted Average Number of Shares Outstanding – basic and diluted
    32,972,980  
 
See accompanying notes to financial statements.
 
 
F-3

 
ATLANTIC GREEN POWER CORPORATION
(A Development Stage Company)
Statement of Stockholders’ Equity
For the Period from September 17, 2009 (Inception) through November 30, 2009
 
                               
   
Common Stock
   
Additional
Paid In
   
Deficit
Accumulated
During the
Development
    Total Stockholders’  
   
Shares
   
Amount
   
Capital
   
Stage
   
 Equity
 
September 17, 2009 (Inception)
    32,153,250     $ 322       100     $ -     $ 422  
                                         
Sale of common stock at $0.25 per share from October 9, 2009
through November 24, 2009
    4,818,000       48         1,204,452         -       1,204,500  
                                         
Net loss
                            (25,925 )     (25,925 )
                                         
Balance, November 30, 2009
    36,971,250     $ 370     $ 1,204,552     $ (25,925 )   $ 1,178,997  
                                         
 
See accompanying notes to financial statements.
 
F-4

 
 
ATLANTIC GREEN POWER CORPORATION
(A Development Stage Company)
Statement of Cash Flows
 
       
   
For the period from
September 17, 2009
(Inception) through
November 30, 2009
 
CASH FLOWS FROM OPERATING ACTIVITIES:
     
Net loss
  $ (25,925 )
Adjustments to reconcile net loss to net used in operating activities:
       
         
Changes in operating assets and liabilities:
       
Increase in accrued expenses
    7,500  
         
Net Cash Used in Operating Activities
    (18,425 )
         
CASH FLOWS FROM FINANCING ACTIVITIES
       
Sale of common stock
    1,204,922  
         
Net Cash Provided By Financing Activities
    1,204,922  
         
NET CHANGE IN CASH
    1,186,497  
         
CASH AT BEGINNING OF PERIOD
    -  
CASH AT END OF PERIOD
  $ 1,186,497  
         
Supplemental Disclosure of Cash Flow Information:
       
   Cash Paid For:
       
     Interest
  $ -  
     Taxes
  $ -  
         
 
See accompanying notes to financial statements.
 
 
F-5

 
ATLANTIC GREEN POWER CORPORATION
(A Development Stage Company)
November 30, 2009
 
NOTES TO FINANCIAL STATEMENTS
 
NOTE 1 - ORGANIZATION
 
Atlantic Green Power Corporation (“Atlantic” or the “Company”) (a development stage company), was incorporated on September 17, 2009 under the laws of the State of New Jersey.  The Company plans to develop renewable energy systems and related activities.
 
NOTE 2 – SUMMARY OF ACCONTING POLICIES
 
Basis of presentation
 
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
 
Development stage company
 
The Company is a development stage company as defined by section 810-10-20 of the FASB Accounting Standards Codification.  The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated since inception have been considered as part of the Company’s development stage activities.
 
Use of estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.
 
Fiscal year end
 
The Company elected November 30 as its fiscal year ending date upon its formation.
 
Cash equivalents
 
The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.
 
 
F-6

 
Fair value of financial instruments
 
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements.  To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
 
Level 1
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3
Pricing inputs that are generally observable inputs and not corroborated by market data.
 
The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.
 
The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at November 30, 2009, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the period from September 17, 2009 (inception) through November 30, 2009.
 
Revenue recognition
 
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts.  The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured.
 
Income taxes
 
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification.  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.
 
 
F-7

 
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”).  Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may 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.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
 
Net loss per common share
 
Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.  There were no potentially dilutive shares outstanding as of November 30, 2009.
 
Recently Issued Accounting Pronouncements
 
In June 2003, the Securities and Exchange Commission (“SEC”) adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC Release No. 33-9072 on October 13, 2009.  Commencing with its annual report for the fiscal year ending November 30, 2010, the Company will be required to include a report of management on its internal control over financial reporting. The internal control report must include a statement
 
of management’s responsibility for establishing and maintaining adequate internal control over its financial reporting;
of management’s assessment of the effectiveness of its internal control over financial reporting as of year end; and
of the framework used by management to evaluate the effectiveness of the Company’s internal control over financial reporting.
 
 
F-8

 
Furthermore, it is required to file the auditor’s attestation report separately on the Company’s internal control over financial reporting on whether it believes that the Company has maintained, in all material respects, effective internal control over financial reporting.
 
In June 2009, the FASB approved the “FASB Accounting Standards Codification” (the “Codification”) as the single source of authoritative nongovernmental U.S. GAAP to be launched on July 1, 2009.  The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place.  All existing accounting standard documents will be superseded and all other accounting literature not included in the Codification will be considered non-authoritative.  The Codification is effective for interim and annual periods ending after September 15, 2009.  The Company does not expect the adoption to have a material impact on its financial position, results of operations or cash flows.
 
In August 2009, the FASB issued the FASB Accounting Standards Update No. 2009-04 “Accounting for Redeemable Equity Instruments - Amendment to Section 480-10-S99” which represents an update to section 480-10-S99, distinguishing liabilities from equity, per EITF Topic D-98, Classification and Measurement of Redeemable Securities.  The Company does not expect the adoption of this update to have a material impact on its financial position, results of operations or cash flows.
 
In August 2009, the FASB issued the FASB Accounting Standards Update No. 2009-05 “Fair Value Measurement and Disclosures Topic 820 – Measuring Liabilities at Fair Value”, which provides amendments to subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities.  This Update provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques: 1. A valuation technique that uses: a. The quoted price of the identical liability when traded as an asset b. Quoted prices for similar liabilities or similar liabilities when traded as assets. 2.  Another valuation technique that is consistent with the principles of topic 820; two examples would be an income approach, such as a present value technique, or a market approach, such as a technique that is based on the amount at the measurement date that the reporting entity would pay to transfer the identical liability or would receive to enter into the identical liability.  The amendments in this Update also clarify that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. The amendments in this Update also clarify that both a quoted price in an active market for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements.  The Company does not expect the adoption of this update to have a material impact on its financial position, results of operations or cash flows.
 
 
F-9

 
In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-08 “Earnings Per Share – Amendments to Section 260-10-S99”,which represents technical corrections to topic 260-10-S99, Earnings per share, based on EITF Topic D-53, Computation of Earnings Per Share for a Period that includes a Redemption or an Induced Conversion of a Portion of a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock.  The Company does not expect the adoption of this update to have a material impact on its financial position, results of operations or cash flows.
 
In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-09 “Accounting for Investments-Equity Method and Joint Ventures and Accounting for Equity-Based Payments to Non-Employees”.  This Update represents a correction to Section 323-10-S99-4, Accounting by an Investor for Stock-Based Compensation Granted to Employees of an Equity Method Investee.  Additionally, it adds observer comment Accounting Recognition for Certain Transactions Involving Equity Instruments Granted to Other Than Employees to the Codification. The Company does not expect the adoption to have a material impact on its financial position, results of operations or cash flows.
 
In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-12 “Fair Value Measurements and Disclosures Topic 820 – Investment in Certain Entities That Calculate Net Assets Value Per Share (or Its Equivalent)”, which provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures-Overall, for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent).  The amendments in this Update permit, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of the amendments in this Update on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity’s measurement date, including measurement of all or substantially all of the underlying investments of the investee in accordance with Topic 820.  The amendments in this Update also require disclosures by major category of investment about the attributes of investments within the scope of the amendments in this Update, such as the nature of any restrictions on the investor’s ability to redeem its investments a the measurement date, any unfunded commitments (for example, a contractual commitment by the investor to invest a specified amount of additional capital at a future date to fund investments that will be make by the investee), and the investment strategies of the investees. The major category of investment is required to be determined on the basis of the nature and risks of the investment in a manner consistent with the guidance for major security types in U.S. GAAP on investments in debt and equity securities in paragraph 320-10-50-1B.  The disclosures are required for all investments within the scope of the amendments in this Update regardless of whether the fair value of the investment is measured using the practical expedient.  The Company does not expect the adoption to have a material impact on its financial position, results of operations or cash flows.
 
 
F-10

 
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
 
NOTE 3 – GOING CONCERN
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.  As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $25,925, a net loss and net cash used in operations of $25,925 and $18,423 for the period from September 17, 2009 (inception) through November 30, 2009, respectively. These conditions raise substantial doubt about its ability to continue as a going concern.
 
While the Company is attempting to produce sufficient sales, the Company’s cash position may not be sufficient to support the Company’s daily operations. While the Company believes in the viability of its strategy to produce sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern.
 
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
 
NOTE 4 - STOCKHOLDERS’ EQUITY
 
The Company was incorporated on September 17, 2009 at which time 32,153,250 shares of common stock were issued to the Company’s founders at $0.00001 per share.
 
On September 17, 2009, the president of the Company contributed $100 to the Company.
 
From October 13, 2009 through November 30, 2009, the Company sold 4,818,000 shares of its common stock in a private placement at $0.25 per share to eighteen (18) individuals for $1,204,500.
 
NOTE 5 – INCOME TAXES
 
Deferred tax assets
 
At November 30, 2009, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $25,925 that may be offset against future taxable income through 2029.  No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $8,815 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $8,815.
 
 
F-11

 
Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.  The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.
 
Components of deferred tax assets at November 30, 2009 are as follows:
 
 
November 30, 2009
 
Net deferred tax assets – Non-current:
     
       
Expected income tax benefit from NOL carry-forwards
  $ 8,815  
Less valuation allowance
    (8,815  
Deferred tax assets, net of valuation allowance
  $ -  
 
Income taxes in the statements of operations
 
A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:
 
   
For the Period from
September 17, 2009
(inception) through
November 30, 2009
         
Federal statutory income tax rate
   
34.0
%
Change in valuation allowance on net operating loss carry-forwards
   
(34.0
)%
Effective income tax rate
   
0.0
%
 
NOTE 6 – COMMITMENTS AND CONTINGENCIES
 
Ground lease
 
In November 2009, the Company entered into a ground lease agreement with a shareholder for a period of twenty-five (25) years, commencing December 1, 2009 for up to 700 acres of property.
 
Base rent will be due at the rate of $18,571.42 per year, or $1,547.61 per month for each ten (10) acres for which construction is completed and electricity is being generated.
 
F-12

 
 
 
Credit risk
 
Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents.  As of November 30, 2009, all of the Company’s cash and cash equivalents were held by one major financial institution located in the United States.  However, the Company has not experienced losses on this accounts and management believes that the Company is not exposed to significant risks on such account.
 
NOTE 7 – SUBSEQUENT EVENTS
 
The Company has evaluated all events that occur after the balance sheet date of November 30, 2009 through December 22, 2009, the date when the financial statements were issued to determine if they must be reported.  The Management of the Company determined that there is a reportable subsequent event to be disclosed as follows:
 
On December 14, 2009, the Company sold 420,000 shares of its common stock in a private placement at $0.25 per share to two (2) individuals for $105,000.
 

 
 
 

F-13