SLNX Solanbridge Group Inc (CE)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

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

OF 1934

For the quarterly period ended      June 30, 2010

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For the quarterly transition period ended ______

 

0-49632

Commission file number:

Solanex Management Inc.

(Exact name of small business issuer as specified in its charter)

Nevada	#98-0361151
(State of Incorporation)	(I.R.S. Employer Identification No.)

 

 

5836 South Pecos Rd., Ste. 104

____ Las Vegas, Nevada 89120 ____

(Address of principal executive offices)

(702) 932-1576

      (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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   (1)  Yes  [X]   No  [  ]     (2) Yes  [X]   No   [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).        Yes  [   ]   No    [X]

State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date: As of August 12, 2010,  the Issuer had 15,460,080 shares of common stock, par value $0.001, issued and outstanding.

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

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PART I - FINANCIAL INFORMATION

ITEM 1.

 INTERIM FINANCIAL STATEMENTS

                  Consolidated Balance Sheets

                                  

                                                                  4   

                  Consolidated Statements of Operations                                                                              

  5

                  Consolidated Statements of Cash Flows

                                                                           

  6

                  Notes to Financial Statements

                                                                                               

  7

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

                  Plan of Operations

                                                                                                           

13

                  Liquidity and Capital Resources

                                                                                              

14

                  

ITEM 4T.

CONTROLS AND PROCEDURES

15

PART II -OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS                                                                                                         

16

ITEM 2.

CHANGES IN SECURITIES AND USE OF PROCEEDS

                                               

16

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

                                                             

 16

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  

16

ITEM 6.

OTHER INFORMATION

                                                            

16

 

 

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

                                                            

16

SIGNATURES

                                                                                                                                    

17

CERTIFICATIONS

                                                                                                                     

18

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PART I - FINANCIAL INFORMATION

Item 1.     FINANCIAL STATEMENTS

Our consolidated financial statements included in this Form 10-Q are as follows:
F-1	Consolidated Balance Sheets as of June 30, 2010 (Unaudited) and December 31, 2009 (audited); and
F-2	(Unaudited) Consolidated Statements of Operations for the three and six months ended June 30, 2010 and 2009 and for the cumulative period from inception on October 12, 2000 to June 30, 2010; and
F-3	(Unaudited) Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and 2009, and for the cumulative period from inception October 12, 2000 to June 30, 2010; and
F-4	Notes to Consolidated Financial Statements.

These interim consolidated financial statements of the Company have been prepared without audit in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended June 30, 2010 are not necessarily indicative of the results that can be expected for the full year ending December 31, 2010.

The interim consolidated financial statements of the Company were prepared by management and commence on the following page, together with related notes.  In the opinion of management, the interim consolidated financial statements fairly present the financial condition of the Company at June 30, 2010. The Company's auditors have expressed a going concern qualification with respect to the Company's audited financial statements at December 31, 2009.

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SOLANEX MANAGEMENT, INC.

(A Development Stage Company)

Balance Sheets

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

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SOLANEX MANAGEMENT, INC.

(A Development Stage Company)

Statements of Operations

(Unaudited)

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

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SOLANEX MANAGEMENT, INC.

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

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

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SOLANEX, INC.

(A Development Stage Company)

Notes to Consolidated Financial Statements

June 30, 2010 and December 31, 2009

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2010, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2009 audited financial statements.  The results of operations for the periods ended June 30, 2010 and 2009 are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.

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SOLANEX, INC.

(A Development Stage Company)

Notes to Consolidated Financial Statements

June 30, 2010 and December 31, 2009

NOTE 4 - RELATED PARTY TRANSACTIONS

During the six months ended June 30, 2010 the Company carried out a number of transactions with related parties in the normal course of business. These transactions were recorded at their exchange amount, which is the amount of consideration established and agreed to by the related parties.

Except as disclosed elsewhere in these notes, following are related party transactions and amounts owed:

As of June 30, 2010 and December 31, 2009, $49,539 and $22,110 was owed to the officers and shareholders of the Company.

NOTE 5 – PROMISSORY NOTES PAYABLE

As of June 30, 2010 and December 31, 2009 the Company owed third parties $20,700 in promissory notes.  These notes are unsecured, accrue no interest and are due on demand.  Since the notes do not state an interest rate, the Company has imputed interest at the rate of 8% per annum in a total of $828 and $624 for the six months ended June 30, 2010 and 2009.  The expense is recorded as a contribution to the Company’s additional paid-in capital account.

Additionally, the Company owed $120,400 and $110,400 in convertible promissory notes payable to unrelated parties as of June 30, 2010 and December 31, 2009, respectively.  These notes bear interest at a rate equal to the 3 year Treasury note plus 275 basis points computed annually.  These notes can be settled for 240,000 shares of the Company’s preferred stock which are convertible into 12,000,000 shares of the Company’s common stock, at the discretion of either party. The Company is currently in default on its payment obligation making the balance of the note payable on demand and thus the Company has classified this note as a current liability.  No demand for payment has been made at this time.   

In accordance with ASC 470 the Company determined that a beneficial conversion feature exists as part of this convertible notes and calculated its value to be $120,400 using the intrinsic value method.  Accordingly, the Company has recorded a beneficial conversion feature allowance that was amortized immediately because there is no vesting period before the debt can be converted.  The Company has recognized $110,400 in interest expense in conjunction with this conversion feature during the year ended December 31, 2009 and $10,000 during the six months ended June 30, 2010.

NOTE 6 - CAPITAL STOCK

No preferred shares have been issued. The preferred shares have been authorized without terms. The terms of the preferred shares will be set by the Company’s board of directors as, if and when the preferred shares are issued.  Each preferred share is convertible into 50 shares of the Company’s common stock.

On October 12, 2000, the Company issued 3,500,000 shares of common stock at $0.001 per share in compensation for the acquisition of a license agreement to certain technology and intellectual property, and issued 1,500,000 shares of common stock at $0.001 per share in compensation for organizational expenses.

In 2003, the Company issued 310,000 restricted shares of common stock at $0.01 per share pursuant to a private placement in the amount of $3,100, and issued 281,725 free trading and 2,267,000 restricted shares of common stock for settlement of a $96,939 payable.

On December 1, 2003, the Company acquired and cancelled 750,000 restricted shares of common stock for the consideration of $1.00.

On April 12, 2004, the Company issued 419,300 shares of common stock at $0.04 per share in settlement of $16,772 in promissory notes payable.

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SOLANEX, INC.

(A Development Stage Company)

Notes to Consolidated Financial Statements

June 30, 2010 and December 31, 2009

NOTE 6 - CAPITAL STOCK

During April of 2004, the Company received $85,228 in stock subscriptions.  The shares issued in September 2005 and February 2006 described below were associated with this stock subscription.

On September 30, 2005, the Company recorded the issuance of 2,130,705 common shares at $0.04 per share in settlement of share subscriptions received by the Company on October 1, 2004.

On February 9, 2006, the Company issued 1,000,000 shares of common stock at $0.10 per share pursuant to a private placement in the amount of $100,000 and issued 375,000 shares for cash at $0.04 in the amount of $15,000.

On June 9, 2006, the Company issued 250,000 shares of common stock at $0.04 per share in settlement of a $10,000 promissory note payable.

On September 28, 2006, the Company issued 750,000 restricted shares of common stock at $0.10 per share pursuant to a private placement in the amount of $75,000.

On December 3, 2008, the Company issued 1,200,000 restricted shares of common stock at $0.10 per share for services valued at $120,000.

On December 3, 2008, the Company issued 2,226,350 restricted shares of common stock at $0.10 per share for debt in the amount of $222,635.

NOTE 7 – SIGNIFICANT EVENTS

The Company entered into a Letter of Intent dated July 27, 2009, to acquire the existing sales, marketing and distribution agreement between Alten Power Corporation and to EnEco Systems Inc. Waste to Energy technology including any and all rights to projects which have been initiated by Alten Power Corporation. This agreement includes but is not limited to a feasibility/viability assessment for a waste to energy facility in Mexico and Abbotsford British Columbia, Canada. The LOI calls for a due diligence on the technology, which was concluded in November, 2009. The due diligence on the potential locations in Mexico is ongoing. According to the terms of the agreement, the Company would acquire any and all rights to projects that have been initiated by Alten, including but not limited to feasibility/viability assessments for waste to energy facilities in Central and South America, the United States and Canada. The transfer would be completed following payment of $200,000 (two hundred thousand USD) plus 3 million common shares of Solanex.

The Company entered into a Memorandum of Understanding ("MOU") dated August 25 2009 to form a Joint Venture with Geo Finance Corporation (PINK SHEETS).  Solanex will provide working capital to the Joint Venture and Geo Finance will provide its business models as well as full inclusion of its client lists as well as all sales and marketing IT of Geo Exchange renewable energy programs. The Joint Venture (JV) will be established by means of a Limited Liability Company (LLC) under US Law, with its place of business being in the State of Nevada According to the terms of the MOU, the JV shall be 51% owned by Solanex and 49% by Geo Finance. There is a 60-day “Negotiation Period” to formalize the MOU and a performance date of 90 days thereafter for Solanex to provide the required working capital of $500,000 for the JV. As the two companies are currently working on closing a particular transaction together and there are no penalties to continue the discussions, the dates have been extended indefinitely.

On September 15, 2009, the Company entered into a Memorandum of Understanding ("MOU") to acquire technology leasing rights for sales, marketing and distribution to both a Pyrolitic Hydrocarbon Gasification System and a Liquid Extraction System owned by American Resource Petroleum Corporation of Utah (www.amrpco.com).

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SOLANEX, INC.

(A Development Stage Company)

Notes to Consolidated Financial Statements

June 30, 2010 and December 31, 2009

NOTE 7 – SIGNIFICANT EVENTS (CONTINUED)

According to the terms of the agreement, the territory includes the exclusive rights for the Central and South American region as well as additional Joint Venture rights to projects in North America with the existing rights holder. The agreement calls for a royalty which is not to exceed 5% of the net production revenue as well as a payment of 3 million common shares of Solanex. Solanex has subsequently expanded the territories for the sub-license in their MOU for technology leasing rights to include the country of Mexico on the same exclusive terms.

The MOU calls for a due diligence period, which was to be concluded by October 31, 2009, however, it has been extended indefinitely a s the two companies are currently working on closing a particular transaction together and to facili tate ongoing testing. According to the terms of the agreement, the territory includes the exclusive rights for Mexico, Central and South America as well as additional Joint Venture rights for North American projects with the existing rights holder. The agreement calls for a royalty, which is not to exceed 5% of the net production revenues as well as a payment of 3 million common shares of Solanex.

Mr. Dave Eckert is a minority shareholder of the private company Alten Power Corporation as well as a minority shareholder of Geo Finance Corporation and Mr. Luis Mora Gamaz is a minority shareholder of Geo Finance Corporation.

NOTE 8 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company’s management has reviewed all material events and there are no material subsequent events to report as of the date of this report.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN

Our plans for the next 12 months are to actively pursue numerous municipalities in the Central and South American arena to partner with on Waste to Energy power plants. We have had numerous inquiries and are confident that we will be able to close several opportunities.

These municipal contacts have opened doors of opportunity for additional alternative energy’s such as geoexchange, seawater thermal and solar energy’s. These opportunities will be aggressively pursued via our joint venture with Geo Finance Corporation.

We will also be actively pursuing smaller oil sands projects that are not viable for the large conglomerates, which, given the mobile technology of the liquid extraction system are a niche target for our company. Also utilizing the Pyrolitic Hydrocarbon Gasification system allows us to capitalize further on our Central and South American contacts to obtain access to the multitudinous piles of tires throughout the area; yielding profitable fuel production.

We expect Alten/EnEco to:

·

Provide services that include analyses of feasibility and viability, in connection with the EnEco Waste to Energy  technology.

·

Be a liaison with site engineers for specifications of Waste to Energy facilities.

·

Design promotional materials and displays and assist management with the overall design of the Waste to Energy, its presentation and technology.

We expect Geo Finance Corporation to:

·

Provide services that include analyses of operation of field units, in connection with our Geo Exchange, sea water thermal and solar thermal operation; and

·

Be a liaison with site engineers for specifications of alternative energy facilities.

·

Design promotional materials and displays and assist management with the overall design of the products, its presentation and technology.

We expect American Resource Petroleum Corporation to:

·

Provide services that include analyses of operation of field units, in connection with our Liquid Extraction System and Pyrolitic Hydrocarbon Gasification operation; and

·

Be a liaison with site engineers for specifications of these facilities.

·

Design promotional materials and displays and assist management with the overall design of the products, its presentation and technology.

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.  We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.  Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties and may cause actual results to differ materially from the forward-looking statements.  Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles.  These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  Further information concerning our business and additional factors that could materially affect our financial results is included herein and in our other filings on EDGAR.

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The following discussion should be read in conjunction with the accompanying unaudited interim financial statements.

Business History

We were incorporated as EcoSoil Management Inc. under the laws of the State of Nevada on October 12, 2000. We changed our name to Solanex Management Inc. (“Solanex” or “the Company”) on December 6, 2001. To date, our activities have been organizational in nature, directed at acquiring our principal assets, raising capital, and implementing measures under our business plan in hopes of achieving revenues.

Our business previously was focused on the development, manufacture, and sale of the Thermal Destructor; and the development, manufacture, and sale of the portable Steam Injection System. The Company is now expanding into the other businesses outlined below.

Alten Power

The Company is proceeding on its agreement to acquire certain sales, marketing and distribution rights to a Waste to Energy technology from Alten Power Corporation. The Company has elected to enhance the incineration/gasification component of its business model and considers the availability of electric power from the gasification of Municipal Solid Waste to be an added benefit to potential customers, especially Municipal, State and Federal Governments in developing countries.

GeoFinance

The Company has a Joint Venture with Geo Finance Corporation (PINK SHEETS) whereby Solanex will provide working capital to the Joint Venture and Geo Finance will provide its business models as well as full inclusion of its client lists as well as all sales and marketing IT of Geo Exchange renewable energy programs.

The principal reason that end users do not take advantage of the substantial savings of using the geoexchange technology for heat air conditioning and hot water is due to the considerable capital cost of the "green" technology. The business model of Geo Finance Corporation was created to secure and finance Geo Thermal Exchange (“GeoExchange”) heating/cooling fields throughout North America. This allows end users to install the green technology without a Capital infusion and the payments for the lease and reduced power costs will in most cases be less than traditional operating expenses for traditional heat, air conditioning and hot water. A management team of highly experienced professionals has been assembled to develop a “Green” finance and leasing company with unique operating and financial strategies. The management team has completed comprehensive due diligence and analysis that demonstrates the viability of the leasing model, significant growth and an attractive potential return on investment for third party investors and the Company.

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Pyrolitic Hydrocarbon Gasification System

On October 5, 2009, the Company received the initial bulk run test results to the Pyrolitic Hydrocarbon Gasification System. The full commercial test runs are being performed on oil sands, shale, tires and coal and are part of the procedure of having third party engineering confirm and quantify all figures associated with the processing of these feed stocks. The results defined by the third party engineering agency will be the basis of setup expenses and operating costs for all in-situ locations.

Plan of Operation

Our plans for the next 12 months are focused on pursuing financing. The Company is working on raising the financing to complete its LOI with Alten Power. The Company has received a proposal for the due diligence of its waste to energy technology announced. The proposal includes a complete peer review of the technology, including the scope of the technology, the modular aspect of the technology, the upper and lower size limits of the technology, the requirements from the host (municipality) for the project to succeed, the "project variables" for a given range of plant sizes, and more.

The Company is also looking to provide working capital to its Joint Venture with Geo Finance.  GeoFinance Corporation has subsequently presented an Expression of Interest to provide financing and monitoring for the installation of a geo-exchange collection field in Ontario, Canada. The details of the project as defined in the feasibility/engineering study calls for the provision of heat, hot water and air-conditioning for up to 540,000 square feet of residential, municipal arena and retirement facilities at a cost estimated to be approximately $4,500,000.

The Company is proceeding with the bulk run tests for the Pyrolitic Hydrocarbon Gasification System. The full commercial test runs are being performed on oil sands, shale, tires and coal and are part of the procedure of having third party engineering confirm and quantify all figures associated with the processing of these feed stocks. The results defined by the third party engineering agency will be the basis of setup expenses and operating costs for all in-situ locations.

The feed stock used in the first run was tar sands from the Asphalt Ridge in Utah, carrying a 16% hydrocarbon count. The unit processed the material at the rate of six (6) tons per hour and ran on a continuous feed basis with three (3) eight (8) hour shifts, with one hour being used for basic maintenance. The unit produced ninety five (95) barrels of high grade, low sulphur crude and forty seven (47) barrels of methanol per day. The operating cost based on the existing equipment equated to $14.24 per barrel. Not included in the operating costs are variables for mining and delivery of feedstock to the unit, since the mining, delivery and cost of feedstock will vary from site to site.

It is anticipated that each source of coal, shale and tires will also follow the results of the oil sands, meaning that each deposit will be correspondent to the percentage of hydrocarbons found in each specific feed stock. Management is encouraged by these results and as such will begin the search for sources of feedstock in Canada, the US and in Mexico, immediately, in anticipation that the final engineering results will garner similar results for the shale, coal and tires.

The Company continues to seek out other opportunities in the renewable and alternative energy sectors which may become available to the Company and which may be funded at levels of funding attainable by the Company.    

Financing Plans

The completion of our business plan for the next twelve months is contingent upon us obtaining additional financing. As of June 30, 2010 we had cash in the amount of $0. We have forecasted expenditures of $80,000 for the next twelve months. Therefore, we will require financing to pursue our business plan for the next twelve months. We plan to offer equity securities in an exempt offering as a means of meeting our financial requirements over the next twelve months. Although neither David Eckert nor any other shareholders or third parties have any legal obligations to infuse additional capital, it is anticipated that each party will continue to do so as reasonably necessary by providing short-term demand loans carrying a market interest rate. If we are unable to obtain additional financing, our business plan will be significantly delayed or will fail. Should this failure to finance occur the Company would abandon its current business plan.

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We have not contacted any broker-dealers or other parties regarding our financing plans but may do so in the future. We have not identified any broker-dealers to assist in our financing efforts.  Currently, we believe we have the required funds to cover our expenses through the end of December 2010.

Results of Operations for the three months ended June 30, 2010 and 2009

No revenue was recorded for the three month period ended June 30, 2010 and no revenue has been generated since inception.

Net loss for the three months ended June 30, 2010 was $60,913 compared to a loss of $3,608 for the three months ended June 30, 2009. The expenditures comprising the loss for the three months ended June 30, 2010 consisted primarily of administrative expenses in the amount of $36,796 (2009 - $2,158) and  professional fees in the amount of $11,948 (2009 - $1,450).   Administrative expenses and professional fees have increased primarily due to fees associated with our public filings and our attempts to raise additional capital.

During the three months ended June 30, 2009 the Company recognized interest expense of $11,449 (2009 - $0).

The Company has kept its office and business operations at a minimum and has relied mainly on its directors as the Company assesses its business plan and direction.

Results of Operations for the six months ended June 30, 2010 and 2009

No revenue was recorded for the six month period ended June 30, 2010 and no revenue has been generated since inception.

Net loss for the six months ended June 30, 2010 was $68,868 compared to a loss of $10,771 for the six months ended June 30, 2009. The expenditures comprising the loss for the six months ended June 30, 2010 consisted primarily of administrative expenses in the amount of $37,105 (2009 - $2,921) and  professional fees in the amount of $18,700 (2009 - $9,260).   Administrative expenses and professional fees have increased primarily due to fees associated with our public filings and our attempts to raise additional capital.

During the three months ended June 30, 2009 the Company recognized a gain on the settlement of debt for $1,410 and during the same period ended June 30, 2010 the Company recognized interest expense of $13,063.

The Company has kept its office and business operations at a minimum and has relied mainly on its directors as the Company assesses its business plan and direction.

Liquidity and Capital Resources

The Company has not earned any revenue since inception and has been able to pay its expenses and costs through the issuance of common shares as well as by loans from directors and other shareholders.

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Cash used in operating activities totaled $(37,429) and $(16,534) for the six months ended June 30, 2010 and 2009, respectively.   The $68,868 net loss was partially offset by increases in accounts payable in both periods.

 

The Company did not issue any shares during the six months ended June 30, 2010 or 2009. The Company received $27,429 from related parties and $10,000 from loans during the six months ended June 30, 2010.

As of June 30, 2010 the Company has a working capital deficiency of $384,746 (at December 31, 2009 $326,706). The Company needs to raise additional funds through the sale of stock or borrowing just to maintain the corporate existence of the Company. The Company may not be successful in its efforts to obtain equity financing and/or attain profitable operations. There is doubt regarding the Company’s ability to continue as a going concern.

The Company’s cash requirements to operate for a fiscal year are estimated at $80,000. The Company is currently seeking out options for financing from shareholders or private placements.

Off Balance Sheet Arrangements

As of June 30, 2010 there were no off balance sheet arrangements.

ITEM 4T. CONTROLS AND PROCEDURES

The Company’s management, including the chief executive officer and chief financial officer (who are the same person), do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud that could occur. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.  Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.  The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks.  Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.  

Disclosure Controls and Procedures

The Company’s management, including the chief executive officer and chief financial officer (who are the same person), is responsible for establishing and maintaining adequate disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e). The Company recognizes the need to segregate the functions of the chief executive officer and chief financial officer. The Company’s management, including the chief executive officer and chief financial officer, has evaluated our disclosure controls and procedures as of the period ended June 30, 2010 and, due to a lack of segregations of duties and no audit committee, has concluded that they are currently ineffective. The Company plans to install segregated controls if it is able to obtain additional financing needed to sustain its business plan.  See “Risk Factors” in the Form 10-K/A.

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Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting in connection with the evaluation required under paragraph (d) of Rule 13a-15 of the Exchange Act that occurred during the fiscal quarter ended  March 31, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us. We are however a party to pending legal proceeding. The company entered into an agreement with a business in Florida whereby for certain services and considerations there would have been remuneration. It is the Company’s stance that no such services or considerations were ever provided. The Company was served a notice in October 2009. The Company was represented in January 2010 at an initial hearing in Florida and is confident that the case will be resolved to our favor.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were put forward to a vote of the security holders of the Company this quarter.

ITEM 5. SUBSEQUENT EVENTS

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

None.

Reports on Form 8-K

None.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Solanex Management Inc.

By:

 /s/ Dave Eckert _____

 

Dave Eckert

President and Director

Date:

August 15, 2010

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CERTIFICATIONS OF CEO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

   Exhibit 31.1

I, Dave Eckert, certify that

1. I have reviewed this quarterly report on Form 10-Q of Solanex Management Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 15, 2010

/s/ Dave Eckert _______________

Dave Eckert

Chief Executive Officer

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CERTIFICATIONS OF CFO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

    Exhibit 31.2

 I, Dave Eckert, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Solanex Management Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 15, 2010

/s/ Dave Eckert _                                

Dave Eckert

Chief Financial Officer

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CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

                Exhibit 32.1

 In connection with the quarterly report of Solanex Management Inc. a Nevada corporation (the “Company”), on Form 10-Q for the quarter ended June 30, 2010, as filed with the Securities and Exchange Commission (the “Report”), Dave Eckert, Chief Executive Officer of the Company do hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

By:          /s/ Dave Eckert _______________

Name:    Dave Eckert

Title:      Chief Executive Officer

Date:     August 15, 2010

[A signed original of this written statement required by Section 906 has been provided to Solanex Management Inc. and will be retained by Solanex Management Inc. and furnished to the Securities and Exchange Commission or its staff upon request.]

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CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

Exhibit 32.2

 

In connection with the quarterly report of Solanex Management Inc., a Nevada corporation (the “Company”), on Form 10-Q for the quarter ended June 30, 2010, as filed with the Securities and Exchange Commission (the “Report”), Dave Eckert, Chief Financial Officer of the Company do hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

By:          /s/ Dave Eckert ____________

Name:   Dave Eckert

Title:     Chief Financial Officer

Date:     August 15, 2010

[A signed original of this written statement required by Section 906 has been provided to Solanex Management Inc. and will be retained by Solanex Management Inc. and furnished to the Securities and Exchange Commission or its staff upon request.]

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