UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

SEC File Number

333-193058

CUSIP NUMBER

74255T 202

NOTIFICATION OF LATE FILING

 

(Check One) :

☐ Form 10-K

 ☐ Form 20-F

  ☐ Form 11-K   

  ☑ Form 10-Q

 ☐ Form 10-D

☐ Form N-SAR 

 ☐ Form N-CSR

               

For Period Ended: March 31, 2016

 

☐   Transition Report on Form 10-K

☐   Transition Report on Form 20-F

☐   Transition Report on Form 11-K

☐   Transition Report on Form 10-Q

☐   Transition Report on Form N-SAR

For the Transition Period Ended: ________________________

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

 

PART I -- REGISTRANT INFORMATION

 

PRINCIPAL SOLAR, INC.                                                                                                                                            

Full Name of Registrant

 

                                                                                                                                                                                             

Former Name if Applicable

 

2560 KING ARTHUR BLVD, SUITE 124 PMB 65                                                                                                      

Address of Principal Executive Office (Street and Number)

 

LEWISVILLE, TX 75056                                                                                                                                                 

City, State and Zip Code

 

PART II -- RULE S 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

 

 

(a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

 

[X]

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof , will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof , will be filed on or before the fifth calendar day following the prescribed due date; and

 

(c)

The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 
 
 

 

PART III-- NARRATIVE

 

State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report portion thereof , could not be filed within the prescribed time period. (Attach extra sheets if needed.)

 

The Registrant was unable to file its quarterly report on Form 10-Q within the prescribed time period due to transitional issues stemming from the recent resignation of the Company's Chief Financial Officer.

 

PART IV -- OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

Michael Gorton

 

(855)

 

774-7799

(Name)

 

(Area Code)

 

(Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). 

[X] Yes [_] No

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

[X] Yes [_] No

 

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

 


               PRINCIPAL SOLAR, INC.                    

(Name of Registrant as Specified in Charter)

 

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

Date      May 16, 2016                           

By   /s/ Michael Gorton               

Michael Gorton

Chief Executive and

Principal Financial Officer

 

 

 
 
 

   

PRINCIPAL SOLAR, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   

Three Months Ended March 31,

 
   

2016

   

2015

 
                 

OPERATING ACTIVITIES

               

Net loss

  $ (408,748 )   $ (1,217,240 )

Adjustments to reconcile net loss to net cash used in operating activities:

               

Depreciation

    -       75,494  

Stock-based employee compensation expense

    8,334       341,071  

Stock-based advisor compensation expense

    -       75,000  

Loss on derivative liability on warrants

    -       19,215  

Amortization of debt discounts

    -       206,480  

Change in operating assets and liabilities:

               

Accounts receivable

    1,949       (17,645 )

Prepaid assets

    13,962       12,875  

Accounts payable

    537,384       50,551  

Compensation payable

    33,546       116,500  

Interest payable

    130,712       32,842  

Accrued expenses and other liabilities

    107,062       39,567  

Net cash provided by (used in) operating activities

    424,201       (265,290 )
                 

INVESTING ACTIVITIES

               

Construction in progress

    (3,224,336 )     (2,202,092 )

Net cash used in investing activities

    (3,224,336 )     (2,202,092 )
                 

FINANCING ACTIVITIES

               

Proceeds from Arowana note

    2,278,072       -  

Proceeds from sale of common stock

    -       1,679,001  

Proceeds from convertible debenture payable (Alpha)

    -       1,250,000  

Payment of acquisition note payable

    -       (62,455 )

Proceeds from convertible note, non-related party

    -       50,000  

Proceeds from short-term note, related party

    300,000       -  

Payments on note payable for insurance premiums

    (12,396 )     (16,268 )

Change in restricted cash

    -       28,451  

Net cash used in financing activities

    2,565,676       2,928,729  
                 

(Decrease) increase in cash and equivalents

    (234,459 )     461,347  

Cash and equivalents, beginning of period

    498,330       104,328  

Cash and equivalents, end of period

  $ 263,871     $ 565,675  
                 

Supplemental Disclosures

               

Interest paid

  $ 465     $ 94,152  
                 

Income taxes paid

  $ -     $ -  
                 

Non-Cash Transactions:

               

Discount on covertible debenture recorded as a derivative liability

  $ -     $ 1,250,000  

Construction in progress in accounts payable

    473,407       349,950  

Deposit applied to construction in progress

    -       250,000  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 
 
 

   

COMPARISON OF OPERATING RESULTS

(all amounts rounded to the nearest thousand)

 

Three Months Ended March 31 2016 and 2015

 

Power generation revenue was $5 thousand in 2016 compared to $184 thousand in 2015, a decrease of $179 thousand; and total costs of revenues was $5 thousand compared to $128 thousand in 2015, a decrease of $123 thousand. Both decreases are due primarily to the sale of our Powerhouse One subsidiary effective July 1, 2015.

 

The decrease in general and administrative expenses of approximately $642 thousand was comprised of:

 

 

●

a net decrease of $370 thousand in equity compensation as 2015 included a general grant of options to management and Board members and advisors resulting in a non-cash expense of $335 thousand; further reduced by the $35 thousand of amortization that ended in 2015

 

●

a net decrease in consulting fees of $164 thousand resulting from the reimbursement of fees incurred for individuals working on the additional projects on behalf of the secured lender

 

●

a net decrease of $73 thousand in legal, investor relations, and filings fees incurred in 2015 in anticipation of a public offering later withdrawn

 

Results of operations were also impacted significantly from the following:

 

 

●

a net decrease in interest expense of $202 thousand resulting primarily from the repayment in August 2015 of related party notes saving $37 thousand; repayment of the acquisition note payable to Bridge Bank in August 2015 saving $85 thousand; a decrease of interest expense of $201 thousand reflecting the amortization of the discount on debt (primarily convertible debentures); an increase resulting from a new promissory note with Arowana incurring $86 thousand; and a fee of $45 thousand resulting from a new related party note

 

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