U.S. SECURITIES
AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K

Amendment No. 1



ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934



For the fiscal year ended December
31, 2011



Commission File Number: _________



SOLARFLEX CORP

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



|Delaware                 |  | 42-1771817              
|------------------------ |  | ------------------------
|                         |  |                         
|(State of incorporation) |  | (IRS Employer ID Number)



c/o Sergei Rogov

12 Abba Hillel Silver Street, 11th
Floor

Ramat Gan, 52506, Israel

Phone number: 972-3-753-9888

Fax number: 972-3-725-2632



Securities registered pursuant to
Section 12(b) of the Exchange Act:

None



Securities registered pursuant to
Section 12(g) of the Exchange Act:

Common Stock, $0.0001 par value



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ̈Nox



Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ̈Nox



Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. YesxNo ̈



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈



Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):



|Large accelerated filer ̈                      |  | Accelerated filero        
|--------------------------------------------- |  | --------------------------
|Non-accelerated filero                        |  | Smaller reporting companyx
|(Do not check if a smaller reporting company) |  |                           





Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Act).

YesxNo ̈







The number of shares of the issuer’s
common stock issued and outstanding as of  March 22, 2012, was 3,000,000 shares.



The Company’s Common Stock
is currently not yet trading on the public markets



Documents Incorporated By Reference:  None















TABLE OF CONTENTS



|           |  |                                                                                                              |  | Page
|---------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|PART I     |  |                                                                                                              |  | 3   
|Item 1     |  | Business                                                                                                     |  | 3   
|Item 1A    |  | Risk Factors                                                                                                 |  | 5   
|Item 1B    |  | Unresolved Staff Comments                                                                                    |  | 6   
|Item 2     |  | Properties                                                                                                   |  | 6   
|Item 3     |  | Legal Proceedings                                                                                            |  | 6   
|           |  |                                                                                                              |  |     
|PART II    |  |                                                                                                              |  | 6   
|Item 4     |  | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 6   
|Item 5     |  | Selected Financial Data                                                                                      |  | 7   
|Item 6     |  | Management’s Discussion and Analysis of Financial Condition and Results of Operation                         |  | 7   
|Item 6A    |  | Quantitative and Qualitative Disclosures About Market Risk.                                                  |  | 11  
|Item 7     |  | Financial Statements and Supplementary Data                                                                  |  | F-1 
|Item 8     |  | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                         |  | 12  
|Item 8A(T) |  | Controls and Procedures                                                                                      |  | 12  
|Item 8B    |  | Other Information                                                                                            |  | 13  
|           |  |                                                                                                              |  |     
|PART III   |  |                                                                                                              |  | 14  
|Item 9     |  | Directors, Executive Officers and Corporate Governance                                                       |  | 14  
|Item 10    |  | Executive Compensation                                                                                       |  | 16  
|Item 11    |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 16  
|Item 12    |  | Certain Relationships and Related Transactions, and Director Independence                                    |  | 17  
|Item 13    |  | Principal Accountant Fees and Services                                                                       |  | 18  
|           |  |                                                                                                              |  |     
|PART IV    |  |                                                                                                              |  | 18  
|Item 14    |  | Exhibits and Financial Statement Schedules                                                                   |  | 18  
|SIGNATURES |  |                                                                                                              |  | 19  





2











PART I



Item 1.  Business.



As used in this Annual Report on Form 10-K (this “Report”),
references to the “Company,” the “Registrant,” “we,” “our,” “us” or
“Solarflex Corp” , unless the context otherwise indicates .



Forward-Looking Statements



This Report contains forward-looking
statements. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed
to be forward-looking statements. Forward-looking information includes statements relating to future actions, prospective products,
future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates,
outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives
of management, and other matters. You can identify forward-looking statements by those that are not historical in nature, particularly
those that use terminology such as “may,” “will,” “should,” “expects,” “anticipates,”
“contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,”
“potential,” or “continue” or the negative of these similar terms. The Private Securities Litigation Reform
Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective
information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied
by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those
projected in the information.



These forward-looking statements
are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In evaluating
these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties
related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable
operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d)
whether we are able to successfully fulfill our primary requirements for cash, which are explained below under “Liquidity
and Capital Resources.” We assume no obligation to update forward-looking statements, except as otherwise required under
the applicable federal securities laws.



Corporate Background



We were incorporated in Delaware
on February 12, 2010. We are a development stage company established for the purpose of developing, manufacturing and selling a
solar photovoltaic element (also known as a photovoltaic cell) based on certain proprietary technology that is expected to enable
an increase in solar energy conversion and thus provide energy at a lower cost.  A photovoltaic element is a device that converts
light into electrical flow.



On March 10, 2010, we entered into
a patent sale agreement (the "Patent Sale Agreement ") with P.T Holding, represented by its owner, Dr. Boris Sigalov,
whereby P.T. Holding sold to us all of P.T. Holding’s right, title, and interest in a patent application, Israel Patent Application
Number 198369, (the “Patent Application”), for the design of and manufacturing method for a solar photovoltaic element. 
  P.T. Holding transferred the Patent Application to us in exchange for our agreeing to pay P.T. Holding a sum equal
to 10% of the royalties that we will receive in relation to the Patent Application.



Our Company’s future product
is based on the design detailed in Israel Patent Application Number 198369,  for the design of and manufacturing method
for a solar photovoltaic element. If the product based on this technology is able to be successfully adopted and implemented in
both home and business solar energy markets, we believe it will deliver a significant improvement in energy conversion efficiency
and with that improvement, we believe the solar energy market will react favorably to a product that has the potential to deliver
electricity at a lower cost.  However, as our Directors and officers have no experience in operating a company that sells
solar photovoltaic elements we can only confirm the expected results defined in the patent application by developing a working
prototype of the product. If that is accomplished, we hope that a product based on our technology will be able to achieve efficiency
improvement compared to existing solar photovoltaic elements based on thin film technologies manufactured by First Solar and GE
Solar. Until that prototype is developed and proven to deliver these results, we cannot verify or confirm such expectations.
Nevertheless, we recognize that we still need to establish that the technology will work as expected, and that we can implement
the technology in the production cycle of photovoltaic cells at low cost. Once a working prototype has been developed and produced
and the patent application design is validated, which believe these positive results will enable us to develop and manufacture
the device in commercial quantities, or license the manufacturing and related marketing and selling rights to a third party.



Although  a  working
prototype has not yet been developed all of the above assertions  in relation to the expected  efficiency improvement
and related cost savings ( including throughout  the prospectus ) are the assumptions of the current management based
on the extensive and unique experience in the technology and software development  industry of the CEO and upon the review
in depth of the acquired patent and its ramifications . A further in depth explanation of the patent and its proposed efficiency
and cost savings should be read in the section’ PHOTOVOLTIC   ELEMENT TECHNOLOGY  ”in the
business section of the Prospectus .





3









The Patent Application is for the
design and manufacture of a solar photovoltaic element that absorbs the solar spectrum and that is expected to enable an increase
in solar energy conversion. The device will be manufactured on the basis of at least one vacuum chamber and will include five layers.
As soon as we raise the necessary funds, we will use the raised proceeds to develop a working prototype of the invention. 
Although we have not yet engaged a manufacturer to construct a working prototype, based on our preliminary discussions with certain
manufacturing vendors, we believe that it will take approximately twelve months to produce a working prototype, from design through
construction.  Once a working prototype has been developed and produced, we will work to develop and manufacture the device
in commercial quantities.





Business Summary



We were incorporated in Delaware
on February 12, 2010, and we are a development stage company. We intend to engage in the development, manufacture, and distribution
of a solar photovoltaic element (also known as a photovoltaic cell) based on certain proprietary technology that  is
expected to enable an increase in solar energy conversion and thus provide energy at a lower cost.  A photovoltaic element
is a device that converts light into electrical flow.



We plan to develop a working prototype
of our invention for testing and evaluation.  We then plan to develop a manufacturing process for producing the photovoltaic
elements for sale to solar panel producers.  We intend to manufacture and distribute the device ourselves.



We believe that a product based
on the Solarflex technology can be adopted for both businesses and homes and we expect to develop commercial products of appropriate
sizes and configurations for each of these markets. Our primary marketing consideration initially will be to focus more on areas
in which solar energy is already popular. It is possible that building owners will be interested in purchasing our products, government
agencies, large campuses such as universities and hospitals, etc. Essentially, any company, industry, or individual that uses electricity
should benefit from using an alternative source of power, such as a product based on our technology.



In terms of entering into a licensing
agreement with a company interested in licensing our technology, we believe there several potential opportunities that we can explore
once we successfully develop a working prototype that can be used to show the potential of our technology. For example, we can
approach building firms that are committed to including “green” technologies such as solar power in their projects.



The top three solar cell manufacturers
in the field are Sharp Solar Corporation, based in Japan, Q-Cells from Germany, and Suntech Power Corporation, which has several
bases, including in the United States, Europe and Africa. Other notable solar manufacturers around the world include BP Solar,
First Solar, Shell Solar, Kyocera Solar, Mitsubishi Solar, and GE Solar. Each produces various solar devices based on its assets
and technologies. We intend to develop and manufacture our solar photovoltaic element based on the manufacturing method detailed
in the Patent Application. There are at least a dozen photovoltaic cell publicly traded companies in the world, several located
in the United States and China. It is possible they would be interested in licensing our technology once we have a working prototype
and can show affirmative results and energy savings beyond their current products or technologies. However, we also believe that
there are other possible partnerships – including partnering or licensing to companies in the building industry, as previously
mentioned.



Our proposed solar photovoltaic
element will be comprised of five layers attached to a substrate.  The top and bottom layers will be conductive.  The
three middle layers will be semi-conductive and consist of a positive layer (P-layer), an intrinsic layer (i-layer), and a negative
layer (N-layer).  The three semi-conductive layers will be made of silicon.  The P-layer and the N-layer will be either  a
doped layer or a heterojunction metal oxide layer.  The i-layer will be a graded band-gap layer.



A doped layer is a layer of material
to which impurities have purposely been introduced (mechanically, electrically, or optically) in order to change the way the material
reacts or performs in certain conditions.  It is used in photovoltaic cells to absorb light.   A heterojunction
metal oxide layer is a layer of vanadium that changes its properties from conductor to semiconductor at 67°C.  The graded
band-gap layer is a specially grown thin film made mainly of silicon with a variable band-gap.  The device will be manufactured
on the basis of at least one vacuum chamber.



The product will be based on our
detailed patent application (Israel Patent Application Number 198369), which includes both the design and manufacturing details
of the device. We believe that our solar photovoltaic (photoelectric) element, once manufactured, will provide the performance
of a solar element.  We have not generated any revenues to date and our operations have been limited to organizational, start-up,
and capital formation activities, as well as execution of the Patent Sale Agreement. We currently have no employees other than
our officers, who are also our Directors and work only part time.





4









We have never declared bankruptcy,
have never been in receivership, and have never been involved in any legal action or proceedings. We have not made any significant
purchase or sale of assets, except for the purchase of all right, title, and interest in the Patent Application and the future
rights in relation to the Patent Application. The Company has not been involved in any mergers, acquisitions or consolidations.
We are not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, because
we have a specific business plan and purpose. Neither Solarflex Corp. nor its officers, Directors, promoters or affiliates, has
had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements or understandings with any
representatives of the owners of any business or company regarding the possibility of an acquisition or merger.





Employees



Other than our current Directors and officers, we have
two part-time employees..



Transfer Agent



We have engaged Nevada Agency and Trust as our stock
transfer agent. Nevada Agency and Trust is located at 50 West Liberty Street, Reno, Nevada 89501. Their telephone number is (775)
322-0626 and their fax number is (775) 322-5623. The transfer agent is responsible for all record-keeping and administrative functions
in connection with our issued and outstanding common stock.



Item 1A. Risk Factors



In addition to the risk factors described in our Registration
Statement on Form S1, as filed with the Securities and Exchange Commission, and although smaller reporting companies are not required
to provide disclosure pursuant to this Item, your attention is directed to the following risk factor that relates to our business.





5









We do not have sufficient cash
to fund our operating expenses for the next twelve months, and plan to seek funding through the sale of our common stock. Without
significant improvement in the capital markets, we may not be able to sell our common stock and funding may not be available for
continued operations.



There is not enough cash on hand
to fund our administrative and other operating expenses or our proposed research and development program for the next twelve months.
In addition, we will require substantial new capital following the development of a strategic marketing plan for bringing our product
to global markets in order to actually market, arrange for the manufacturing of, and sell our product. Because we do not expect
to have any cash flow from operations within the next twelve months, we will need to raise additional capital, which may be in
the form of loans from current stockholders and/or from public and private equity offerings. Our ability to access capital will
depend on our success in implementing our business plan. It will also depend upon the status of the capital markets at the time
such capital is sought. Without significant improvement in the capital markets, sufficient capital may not be available and the
implementation of our business plan could be delayed. If we are unable to raise additional funds in the future, we may have to
cease all substantive operations.



Item 1B.  Unresolved Staff Comments



None



Item 2.  Properties



Our principal office is located c/o Sergei Rogov, 12
Abba Hillel Silver Street, 11 th Floor, Ramat Gan 52506, Israel. Our telephone number is +972-3-753-9888

.



Item 3.  Legal Proceedings.



There are no pending legal proceedings
to which the Company is a party or in which any Director, officer or affiliate of the Company, any owner of record or beneficially
of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a
material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.



PART II



| | Item 4. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
| | ------- | -------------------------------------------------------------------------------------------------------------



Market Information



Our common stock has not yet been eligible to be traded
on the Over-The-Counter Bulletin Board.





6









Holders



As of March 22, 2012, there were 3,000,000 common
shares issued and outstanding, which were held by 5 stockholders of record.



Dividends



We have never declared or paid any
cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain
any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion
of our Board of Directors and will depend upon our earnings levels, capital requirements, any restrictive loan covenants and other
factors the Board considers relevant.



Equity Compensation Plans



We do not have any equity compensation
plans.



Recent Sales of Unregistered Securities; Use of Proceeds
from Registered Securities



None



Purchases of Equity Securities
by the Small Business Issuer and Affiliated Purchasers



We have not repurchased any shares of our common stock
during the fiscal year ended December 31, 2011



Item 5. Selected Financial Data.



A smaller reporting company is not required to provide
the information required by this item.



| | Item 6. | Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
| | ------- | --------------------------------------------------------------------------------------



Certain statements contained in
this Annual Report, including statements regarding the anticipated development and expansion of our business, our intent, belief
or current expectations, primarily with respect to the future operating performance of  Solarflex Corp and the services
we expect to offer and other statements contained herein regarding matters that are not historical facts, are “forward-looking”
statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements
made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such
statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking
statements.



All forward-looking statements speak
only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or
circumstances that exist after the date on which they are made.



This Management’s Discussion
and Analysis or Plan of Operations (“MD&A”) section of this Report discusses our results of operations, liquidity
and financial condition, and certain factors that may affect our future results. You should read this MD&A in conjunction with
our audited financial statements and accompanying notes included in this Report. This plan of operation contains forward-looking
statements that involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated
in these forward-looking statements as a result of certain factors, including, but not limited to, those presented under “Risk
Factors” or elsewhere in this Report.





7









Plan of Operation



We are a development stage company
that has acquired the rights to a patent application for the design of and manufacturing method for a solar photovoltaic conversion
element which is expected to reduce cost, enhance the flexibility of the manufacturing process, improve manufacturing efficiency
and absorb the solar spectrum better than current models, which should enable our product to increase solar energy conversion rates.



Our goal in the next twelve months
is to complete development and production of a fully operational prototype of our solar photovoltaic conversion element, identify
sub-contractors or licensees which will have the ability to design and manufacture our product in commercial quantities, and market
our product to solar panel producers.



Although we have not yet engaged
a manufacturer to develop a fully operational prototype of the solar photovoltaic conversion element, based on our preliminary
discussions with certain manufacturing vendors, we believe that it will take approximately twelve months, from design to manufacture,
to produce a basic prototype of our product.  Once the prototype has been produced, we plan for the design and development
of a commercial product to be carried out by specialist subcontractors offering expertise in several relevant disciplines, including
plastics and metal, electricity and electronics, device design, operation and control, automation and mechanics, computer and microcomputers,
and others.



We initially intend to focus on
the following activities:



| | · | Locating third parties to perform research and development and engineering
services
| | - | -----------------------------------------------------------------------------------

| | · | Completing development of our solar photovoltaic conversion element.
| | - | --------------------------------------------------------------------

| | · | Producing a working prototype of our product.
| | - | ---------------------------------------------

| | · | Locating sub-contractors or licensees to design and manufacture our
product in commercial quantities
| | - | ----------------------------------------------------------------------------------------------------

| | · | Marketing our product to solar panel producers.
| | - | -----------------------------------------------



We estimate the cost to develop
and produce the prototype at $14,000, which include $10,500 in technology development and engineering costs, and $3,500 for the
manufacture of the prototype



The design and development of a
working prototype of our product will be divided into three stages:



a) Technical Concept/Definition
(three months) – to be performed by management and a third party contractor.



b) Engineering Specification (four
months) – to be performed by management and a third party contractor.



c) Engineering & Preparation
for Production & Actual Manufacture (four months) – to be performed by management and a third party contractor



If and when we have a viable prototype,
depending on the availability of funds, we estimate that we would need approximately an additional four to six months to bring
this product to market. Our objective is either to manufacture the product ourselves through third party sub-contractors, and market
the product as an off-the-shelf device, and/or to license the manufacturing rights to the product and related technology to third
party manufacturers who would then assume responsibility for marketing and sales.





Liquidity and Capital Resources



As of December 31, 2011 and as at December 31 2010 we
had $562  in cash. We incurred a net loss of $16,465 for the fiscal year ended December 31, 2011 as compared with a net
loss of $38,341  for the period December 31 2010.  Our cumulative net loss since inception is $54,806 , which
is comprised entirely of general and administrative expenses .



The Company does not believe that its cash resources
will be sufficient to fund its expenses over the next 12 months. There can be no assurance that additional capital will be available
to the Company. The Company currently has no agreements, arrangements, or understandings with any person to obtain funds through
bank loans, lines of credit, or any other sources. Since the Company has no such arrangements or plans currently in effect, its
inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company.





8









Lack of Insurance



The Company currently has no insurance
in force for its office facilities and operations and it cannot be certain that it can cover the risks associated with such lack
of insurance or that it will be able to obtain and/or maintain insurance to cover these risks at economically feasible premiums.



Going Concern Consideration



Our registered independent auditors
have issued an opinion on our financial statements which includes a statement describing our going concern status. This means that
there is substantial doubt that we can continue as an on-going business for the next 12 months unless we obtain additional capital
to pay our bills and meet our other financial obligations. This is because we have not generated any revenues and no revenues are
anticipated until we begin marketing the product. Accordingly, we must raise capital from sources other than the actual sale of
the product. We must raise capital to implement our project and stay in business.



Recently issued accounting
pronouncements



In March 2008, the FASB issued FASB
Statement No. 161, (FASB ASC 815) “Disclosures about Derivative Instruments and Hedging Activities – an amendment of
FASB Statement 133.”  SFAS No. 161 (FASB ASC 815) enhances required disclosures regarding derivatives and hedging
activities, including enhanced disclosures regarding how:  (a) an entity uses derivative instruments; (b) derivative
instruments and related hedged items are accounted for under FASB No. 133, “Accounting for Derivative Instruments and Hedging
Activities”; and (c) derivative instruments and related hedged items affect an entity’s financial position, financial
performance, and cash flows.  Specifically, SFAS No. 161 (FASB ASC 815) requires:



| | · | disclosure of the objectives for using
derivative instruments be disclosed in terms of underlying risk and accounting designation;
| | - | ----------------------------------------------------------------------------------------------------------------------------------

| | · | disclosure of the fair values of derivative
instruments and their gains and losses in a tabular format;
| | - | -------------------------------------------------------------------------------------------------------

| | · | disclosure of information about credit-risk-related
contingent features;
| | - | ------------------------------------------------------------------------

| | · | and cross-reference from the derivative
footnote to other footnotes in which derivative-related information is disclosed.
| | - | -------------------------------------------------------------------------------------------------------------------------



SFAS No. 161 (FASB ASC 815) is effective
for fiscal years and interim periods beginning after November 15, 2008.  Earlier application is encouraged.  The
management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.



On May 9, 2008, the FASB issued
FASB Statement No. 162, (FASB ASC 105) “The Hierarchy of Generally Accepted Accounting Principles.”  SFAS
No. 162 (FASB ASC 105) is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted
accounting principles (“GAAP”) for nongovernmental entities.



Prior to the issuance of SFAS No.
162 (FASB ASC 105), GAAP hierarchy was defined in the American Institute of Certified Public Accountants (“AICPA”)
Statement on Auditing Standards (“SAS”) No. 69, “The Meaning of Present Fairly in Conformity with Generally Accept
Accounting Principles.”  SAS No. 69 has been criticized because it is directed to the auditor rather than the entity.  SFAS
No. 162 (FASB ASC 105) addresses these issues by establishing that the GAAP hierarchy should be directed to entities because it
is the entity (not the auditor) that is responsible for selecting accounting principles for financial statements that are presented
in conformity with GAAP.



The sources of accounting principles
that are generally accepted are categorized in descending order as follows:



| | a. | FASB Statements of Financial Accounting Standards and Interpretations, FASB Statement 133 Implementation
Issues, FASB Staff Positions, and American Institute of Certified Public Accountants (AICPA) Accounting Research Bulletins and
Accounting Principles Board Opinions that are not superseded by actions of the FASB.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and Accounting Guides
and Statements of Position.
| | -- | ----------------------------------------------------------------------------------------------------------------------------



| | c. | AICPA Accounting Standards Executive Committee Practice Bulletins that have been cleared by the
FASB, consensus positions of the FASB Emerging Issues Task Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts
(EITF D-Topics).
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | d. | Implementation guides (Q&As) published by the FASB staff, AICPA Accounting Interpretations,
AICPA Industry Audit and Accounting Guides and Statements of Position not cleared by the FASB, and practices that are widely recognized
and prevalent either generally or in the industry.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



9







SFAS No. 162 (FASB ASC 105) is effective
60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendment to its authoritative literature.
It is only effective for nongovernmental entities; therefore, the GAAP hierarchy will remain in SAS 69 for state and local governmental
entities and federal governmental entities. The management of the Company does not expect the adoption of this pronouncement to
have a material impact on its financial statements.



On May 26, 2008, the FASB issued
FASB Statement No. 163, (FASB ASC 944) “Accounting for Financial Guarantee Insurance Contracts.” SFAS No. 163 (FASB
ASC 944) clarifies how FASB Statement No. 60, “Accounting and Reporting by Insurance Enterprises” (“SFAS No.
60”), applies to financial guarantee insurance contracts issued by insurance enterprises, including the recognition and measurement
of premium revenue and claim liabilities. It also requires expanded disclosures about financial guarantee insurance contracts.



The accounting and disclosure requirements
of SFAS No. 163 (FASB ASC 944) are intended to improve the comparability and quality of information provided to users of financial
statements by creating consistency.  Diversity exists in practice in accounting for financial guarantee insurance contracts
by insurance enterprises under SFAS No. 60, “Accounting and Reporting by Insurance Enterprises.”  That diversity
results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss
has been incurred under FASB Statement No. 5, “Accounting for Contingencies” (“SFAS No. 5”).  SFAS
No. 163 (FASB ASC 944) requires that an insurance enterprise recognize a claim liability prior to an event of default when there
is evidence that credit deterioration has occurred in an insured financial obligation.  It also requires disclosure about
(a) the risk-management activities used by an insurance enterprise to evaluate credit deterioration in its insured financial obligations
and (b) the insurance enterprise’s surveillance or watch list.



SFAS No. 163 (FASB ASC 944) is effective
for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal
years, except for disclosures about the insurance enterprise’s risk-management activities.  Disclosures about the
insurance enterprise’s risk-management activities are effective the first period beginning after issuance of SFAS No. 163
(FASB ASC 944).  Except for those disclosures, earlier application is not permitted.  The management of the
Company does not expect the adoption of this pronouncement to have material impact on its financial statements.



On May 22, 2009, the FASB issued
FASB Statement No. 164, (FASB ASC 958) “Not-for-Profit Entities: Mergers and Acquisitions”.  SFAS No. 164
(FASB ASC 958) is intended to improve the relevance, representational faithfulness, and comparability of the information that a
not-for-profit entity provides in its financial reports about a combination with one or more other not-for-profit entities, businesses,
or nonprofit activities.  To accomplish that, this Statement establishes principles and requirements for how a not-for-profit
entity:



| | a. | Determines whether a combination is a merger or an acquisition.
| | -- | ---------------------------------------------------------------

| | b. | Applies the carryover method in accounting for a merger.
| | -- | --------------------------------------------------------

| | c. | Applies the acquisition method in accounting for an acquisition, including determining which of
the combining entities is the acquirer.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------

| | d. | Determines what information to disclose to enable users of financial statements to evaluate the
nature and financial effects of a merger or an acquisition.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------



This Statement also improves the
information a not-for-profit entity provides about goodwill and other intangible assets after an acquisition by amending FASB Statement
No. 142, Goodwill and Other Intangible Assets, to make it fully applicable to not-for-profit entities.



SFAS No. 164 (FASB ASC 958) is effective
for mergers occurring on or after December 15, 2009, and acquisitions for which the acquisition date is on or after the beginning
of the first annual reporting period beginning on or after December 15, 2009.  Early application is prohibited.  The
management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.



On May 28, 2009, the FASB issued
FASB Statement No. 165, (FASB ASC 855) “Subsequent Events.”  SFAS No.  165 (FASB ASC 855) establishes
general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements
are issued or are available to be issued.  Specifically, Statement 165 (FASB ASC 855) provides:



| | 1. | The period after the balance sheet date during which management of a reporting entity should evaluate
events or transactions that may occur for potential recognition or disclosure in the financial statements.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | The circumstances under which an entity should recognize events or transactions occurring after
the balance sheet date in its financial statements.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | The disclosures that an entity should make about events or transactions that occurred after the
balance sheet date.
| | -- | -------------------------------------------------------------------------------------------------------------------



In accordance with this Statement,
an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009.  The adoption
of this pronouncement did not have a material impact on the financial statements of the Company.



In June 2009, the FASB issued FASB
Statement No. 166, (FASB ASC 860) “Accounting for Transfers of Financial Assets- an amendment of FASB Statement No, 140.”  SFAS
No. 166 (FASB ASC 860) is a revision to SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishment
of Liabilities” and will require more information about transfers of financial assets, including securitization transactions,
and where companies have continuing exposure to the risks related to transferred financial assets.  It eliminates the
concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and
requires additional disclosures.



This statement is effective for
financial asset transfers occurring after the beginning of an entity's first fiscal year that begins after November 15, 2009.  The
management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.



In June 2009, the FASB issued FASB
Statement No. 167, (FASB ASC 810) "Amendments to FASB Interpretation No. 46(R).”  SFAS No. 167 (FASB ASC 810)
amends certain requirements of FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” and changes
how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights)
should be consolidated.  The determination of whether a company is required to consolidate an entity is based on, among
other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most
significantly impact the entity’s economic performance.



This statement is effective as of
the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009.  The
management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.



In June 2009, the FASB issued FASB
Statement No. 168, (FASB ASC 105) "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles - a replacement of FASB Statement No. 162.”  SFAS No. 168 (FASB ASC 105) establishes the FASB Accounting
Standards Codification (the "Codification") to become the single official source of authoritative, nongovernmental U.S.
generally accepted accounting principles (“GAAP”).  The Codification did not change GAAP but reorganizes
the literature.



SFAS No. 168 (FASB ASC 105) is effective
for interim and annual periods ending after September 15, 2009.  The adoption of this pronouncement did not have a material
impact on the financial statements of the Company.





10









Off Balance Sheet Arrangements



We do not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material
to investors.



| | Item 6A. | Quantitative and Qualitative Disclosures About Market
Risk.
| | -------- | -----------------------------------------------------------

A smaller reporting company is not required to provide
the information required by this item.





11









Item 7. Financial Statements and Supplementary Data.







SOLARFLEX CORP.

(A DEVELOPMENT STAGE COMPANY)



INDEX TO FINANCIAL STATEMENTS

DECEMBER 31, 2011



|Report of Registered Independent Auditors                                                             | F-2
|----------------------------------------------------------------------------------------------------- | ---
|                                                                                                      |    
|Financial Statements-                                                                                 |    
|                                                                                                      |    
|Balance Sheets as of December 31, 2011 and 2010                                                       | F-3
|                                                                                                      |    
|Statements of Operations for the Years Ended December 31, 2011 and 2010 and Cumulative from Inception | F-4
|                                                                                                      |    
|Statement of Changes in Stockholders’ Equity for the Periods from Inception Through December 31, 2011 | F-5
|                                                                                                      |    
|Statements of Cash Flows for the Years Ended December 31, 2011 and 2010 and Cumulative from Inception | F-6
|                                                                                                      |    
|Notes to Financial Statements                                                                         | F-7



F-1







REPORT OF REGISTERED
INDEPENDENT AUDITORS



To the Board of Directors and Stockholders

of Solarflex Corp.:



We have audited the accompanying balance sheets
of Solarflex Corp. (a Delaware corporation in the development stage) as of December 31, 2011 and 2010, and the related statements
of operations, stockholders’ equity, and cash flows for the years ended December 31, 2011 and 2010, and from inception (February
12, 2010) through December 31, 2011. 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
standards of the Public Company Accounting Oversight Board (United States of America). 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 Solarflex Corp. as of December 31, 2011 and 2010,
and the results of its operations and its cash flows for the years ended December 31, 2011 and 2010, and from inception (February
12, 2010) through December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the
Company is in the development stage, and has not established any source of revenue to cover its operating costs. As such, it has
incurred an operating loss since inception. Further, December 31, 2011, the cash resources of the Company were insufficient to
meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue
as a going concern. Management’s plan regarding these matters is also described in Note 2 to the financial statements. The
financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Respectfully submitted,



Weinberg & Baer LLC

Baltimore, Maryland

March 12, 2012



F-2





SOLARFLEX CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

AS OF DECEMBER 31, 2011 AND 2010



|                                                                                                                 |  | As of        |         |   | As of        |  
|---------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | - | ------------ | -
|                                                                                                                 |  | December 31, |         |   | December 31, |  
|                                                                                                                 |  | 2011         |         |   | 2010         |  
|                                                                                                                 |  |              |         |   |              |  
|ASSETS                                                                                                          
|                                                                                                                 |  |              |         |   |              |  
|Current Assets:                                                                                                  |  |              |         |   |              |  
|Cash and cash equivalents                                                                                        |  | $            | 562     |   |              | $
|Deferred offering costs                                                                                          |  |              | 25,000  |   |              |  
|                                                                                                                 |  |              |         |   |              |  
|Total current assets                                                                                             |  |              | 25,562  |   |              |  
|                                                                                                                 |  |              |         |   |              |  
|Total Assets                                                                                                     |  | $            | 25,562  |   |              | $
|                                                                                                                 |  |              |         |   |              |  
|LIABILITIES AND STOCKHOLDERS' (DEFICIT)                                                                         
|                                                                                                                 |  |              |         |   |              |  
|Current Liabilities:                                                                                             |  |              |         |   |              |  
|Accounts payable and accrued liabilities                                                                         |  | $            | 25,091  |   |              | $
|Loans from related parties - Directors and stockholders                                                          |  |              | 54,977  |   |              |  
|                                                                                                                 |  |              |         |   |              |  
|Total current liabilities                                                                                        |  |              | 80,068  |   |              |  
|                                                                                                                 |  |              |         |   |              |  
|Total liabilities                                                                                                |  |              | 80,068  |   |              |  
|                                                                                                                 |  |              |         |   |              |  
|Commitments and Contingencies                                                                                    |  |              |         |   |              |  
|                                                                                                                 |  |              |         |   |              |  
|Stockholders' (Deficit):                                                                                         |  |              |         |   |              |  
|Common stock, par value $.0001 per share, 500,000,000 shares authorized; 3,000,000 shares issued and outstanding |  |              | 300     |   |              |  
|(Deficit) accumulated during the development stage                                                               |  |              | (54,806 | ) |              |  
|                                                                                                                 |  |              |         |   |              |  
|Total stockholders' (deficit)                                                                                    |  |              | (54,506 | ) |              |  
|                                                                                                                 |  |              |         |   |              |  
|Total Liabilities and Stockholders' (Deficit)                                                                    |  | $            | 25,562  |   |              | $



The accompanying notes to financial statements

are an integral part of these financial
statements.



F-3







SOLARFLEX CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2011
AND 2010

AND CUMULATIVE FROM INCEPTION (FEBRUARY
12, 2010)

THROUGH DECEMBER 31, 2011



|                                                                             |  | Year         |           |   | Year         |   |           |            | 
|---------------------------------------------------------------------------- |  | ------------ | --------- | - | ------------ | - | --------- | ---------- | 
|                                                                             |  | Ended        |           |   | Ended        |   |           | Cumulative | 
|                                                                             |  | December 31, |           |   | December 31, |   |           | From       | 
|                                                                             |  | 2011         |           |   | 2010         |   |           | Inception  | 
|                                                                             |  |              |           |   |              |   |           |            | 
|Revenues                                                                     |  | $            | -         |   |              | $ | -         |            | 
|                                                                             |  |              |           |   |              |   |           |            | 
|Expenses:                                                                    |  |              |           |   |              |   |           |            | 
|General and administrative-                                                  |  |              |           |   |              |   |           |            | 
|Professional fees                                                            |  |              | 10,240    |   |              |   | 22,975    |            | 
|Consulting                                                                   |  |              | -         |   |              |   | 10,000    |            | 
|Transfer agent fee                                                           |  |              | 2,098     |   |              |   | 2,500     |            | 
|Legal - incorporation                                                        |  |              | -         |   |              |   | 1,500     |            | 
|Filing fees                                                                  |  |              | 4,127     |   |              |   | 1,366     |            | 
|                                                                             |  |              |           |   |              |   |           |            | 
|Total general and administrative expenses                                    |  |              | 16,465    |   |              |   | 38,341    |            | 
|                                                                             |  |              |           |   |              |   |           |            | 
|(Loss) from Operations                                                       |  |              | (16,465   | ) |              |   | (38,341   | )          | 
|                                                                             |  |              |           |   |              |   |           |            | 
|Other Income (Expense)                                                       |  |              | -         |   |              |   | -         |            | 
|                                                                             |  |              |           |   |              |   |           |            | 
|Provision for income taxes                                                   |  |              | -         |   |              |   | -         |            | 
|                                                                             |  |              |           |   |              |   |           |            | 
|Net (Loss)                                                                   |  | $            | (16,465   | ) |              | $ | (38,341   | )          | 
|                                                                             |  |              |           |   |              |   |           |            | 
|(Loss) Per Common Share:                                                     |  |              |           |   |              |   |           |            | 
|(Loss) per common share - Basic and Diluted                                  |  | $            | (0.01     | ) |              | $ | (0.01     | )          | 
|                                                                             |  |              |           |   |              |   |           |            | 
|Weighted Average Number of Common Shares Outstanding -
    Basic and Diluted |  |              | 3,000,000 |   |              |   | 2,888,545 |            | 



The accompanying notes to financial statements
are

an integral part of these financial statements.



F-4







SOLARFLEX CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY

FOR THE PERIOD FROM INCEPTION (FEBRUARY
12, 2010)

THROUGH DECEMBER 31, 2011



|                                             |  |              |           |  |             |   |     | (Deficit)   |  |   |         |  
|-------------------------------------------- |  | ------------ | --------- |  | ----------- | - | --- | ----------- |  | - | ------- | -
|                                             |  |              |           |  |             |   |     | Accumulated |  |   |         |  
|                                             |  |              |           |  |             |   |     | During the  |  |   |         |  
|                                             |  | Common stock |           |  | Development |   |     |             | 
|Description                                  |  | Shares       |           |  | Amount      |   |     | Stage       |  |   | Totals  |  
|                                             |  |              |           |  |             |   |     |             |  |   |         |  
|Balance - at inception                       |  |              | -         |  |             | $ | -   |             |  | $ | -       |  
|                                             |  |              |           |  |             |   |     |             |  |   |         |  
|Common stock issued for cash ($0.0001/share) |  |              | 3,000,000 |  |             |   | 300 |             |  |   | -       |  
|                                             |  |              |           |  |             |   |     |             |  |   |         |  
|Net (loss) for the period                    |  |              | -         |  |             |   | -   |             |  |   | (38,341 | )
|                                             |  |              |           |  |             |   |     |             |  |   |         |  
|Balance - December 31, 2010                  |  |              | 3,000,000 |  |             | $ | 300 |             |  | $ | (38,341 | )
|                                             |  |              |           |  |             |   |     |             |  |   |         |  
|Net (loss) for the period                    |  |              | -         |  |             |   | -   |             |  |   | (16,465 | )
|                                             |  |              |           |  |             |   |     |             |  |   |         |  
|Balance - December 31, 2011                  |  |              | 3,000,000 |  |             | $ | 300 |             |  | $ | (54,806 | )



The accompanying notes to financial statements
are

an integral part of these financial statements.



F-5







SOLARFLEX CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2011
AND 2010

AND
CUMULATIVE FROM INCEPTION (FEBRUARY 12, 2010)

THROUGH DECEMBER 31, 2011



|                                                  |  | Year         |         |   | Year         |   |         |            | 
|------------------------------------------------- |  | ------------ | ------- | - | ------------ | - | ------- | ---------- | 
|                                                  |  | Ended        |         |   | Ended        |   |         | Cumulative | 
|                                                  |  | December 31, |         |   | December 31, |   |         | From       | 
|                                                  |  | 2011         |         |   | 2010         |   |         | Inception  | 
|                                                  |  |              |         |   |              |   |         |            | 
|Operating Activities:                             |  |              |         |   |              |   |         |            | 
|Net (loss)                                        |  | $            | (16,465 | ) |              | $ | (38,341 | )          | 
|Adjustments to reconcile net (loss) to net cash   |  |              |         |   |              |   |         |            | 
|(used in) operating activities:                   |  |              |         |   |              |   |         |            | 
|Changes in net liabilities-                       |  |              |         |   |              |   |         |            | 
|Deferred offering costs                           |  |              | -       |   |              |   | (25,000 | )          | 
|Accounts payable and accrued liabilities          |  |              | 3,865   |   |              |   | 21,226  |            | 
|                                                  |  |              |         |   |              |   |         |            | 
|Net Cash Used in Operating Activities             |  |              | (12,600 | ) |              |   | (42,115 | )          | 
|                                                  |  |              |         |   |              |   |         |            | 
|Investing Activities:                             |  |              | -       |   |              |   | -       |            | 
|                                                  |  |              |         |   |              |   |         |            | 
|Net Cash Used in Investing Activities             |  |              | -       |   |              |   | -       |            | 
|                                                  |  |              |         |   |              |   |         |            | 
|Financing Activities:                             |  |              |         |   |              |   |         |            | 
|Proceeds from stock issued                        |  |              | -       |   |              |   | 300     |            | 
|Proceeds from related party loans                 |  |              | 12,600  |   |              |   | 42,377  |            | 
|                                                  |  |              |         |   |              |   |         |            | 
|Net Cash Provided by Financing Activities         |  |              | 12,600  |   |              |   | 42,677  |            | 
|                                                  |  |              |         |   |              |   |         |            | 
|Net (Decrease) Increase in Cash                   |  |              | -       |   |              |   | 562     |            | 
|                                                  |  |              |         |   |              |   |         |            | 
|Cash - Beginning of Period                        |  |              | 562     |   |              |   | -       |            | 
|                                                  |  |              |         |   |              |   |         |            | 
|Cash - End of Period                              |  | $            | 562     |   |              | $ | 562     |            | 
|                                                  |  |              |         |   |              |   |         |            | 
|Supplemental Disclosure of Cash Flow Information: |  |              |         |   |              |   |         |            | 
|Cash paid during the period for:                  |  |              |         |   |              |   |         |            | 
|Interest                                          |  | $            | -       |   |              | $ | -       |            | 
|Income taxes                                      |  | $            | -       |   |              | $ | -       |            | 



The accompanying notes to financial statements
are

an integral part of these financial statements.



F-6







SOLARFLEX CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS



(1)  Summary of Significant
Accounting Policies



Basis of Presentation and Organization



Solarflex Corp. (“Solarflex” or
the “Company”) is a Delaware corporation in the development stage and has not commenced operations. The Company was
incorporated under the laws of the State of Delaware on February 12, 2010. The business plan of the Company is to develop a commercial
application of the design in a patent of a “Solar element and method of manufacturing the same”. The Company also intends
to produce a prototype, and manufacture and market the product and/or seek third party entities interested in licensing the rights
to manufacture and market the device. The accompanying financial statements of the Company were prepared from the accounts of the
Company under the accrual basis of accounting.



Cash and Cash Equivalents



For purposes of reporting within the statement
of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all
highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.



Revenue Recognition



The Company is in the development stage and
has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery
of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved
by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any
related receivable is probable.



Loss per Common Share



Basic loss per share is computed by dividing
the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during
the period. Fully diluted loss per share is computed similar to basic loss per 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. There were no dilutive financial instruments issued or outstanding for the periods
ended December 31, 2011 and December 31, 2010.



Income Taxes



Income taxes are accounted for under the asset
and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain
assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified
according to the financial statement classification of the assets and liabilities generating the differences.



The Company maintains a valuation allowance
with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing
the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current
period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward
period under the Federal tax laws.



Changes in circumstances, such as the Company
generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change
in the valuation allowance will be included in income in the year of the change in estimate.



F-7







Fair Value of Financial Instruments



The Company estimates the fair value of financial
instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair
value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market
exchange. As of December 31, 2011, the carrying value of accounts payable, accrued liabilities, and loans from directors and stockholders
approximated fair value due to the short-term nature and maturity of these instruments.



Deferred Offering Costs



The Company defers as other assets the direct
incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering,
the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations
during the period in which the offering is terminated.



Impairment of Long-Lived Assets



The Company evaluates the recoverability of
long-lived assets and the related estimated remaining lives when events or circumstances lead management to believe that the carrying
value of an asset may not be recoverable. For the period ended v, no events or circumstances occurred for which an evaluation of
the recoverability of long-lived assets was required.



Common Stock Registration Expenses



The Company considers incremental costs and
expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date
or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are expensed
as incurred.



Estimates



The financial statements are prepared on the
basis of accounting principles generally accepted in the United States. 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, liabilities and expenses. Actual results could differ from those estimates made by management.



Fiscal Year End



The Company has adopted a fiscal year end
of December 31.



Recent Accounting Pronouncements



In May 2011, the FASB issued ASU 2011-04,
"Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S.
GAAP and International Financial Reporting Standards ("IFRSs")." Under ASU 2011-04, the guidance amends certain
accounting and disclosure requirements related to fair value measurements to ensure that fair value has the same meaning in U.S.
GAAP and in IFRS and that their respective fair value measurement and disclosure requirements are the same. ASU 2011-04 is effective
for public entities during interim and annual periods beginning after December 15, 2011. Early adoption is not permitted. The Company
does not believe that the adoption of ASU 2011-04 will have a material impact on the Company's results of operation and financial
condition.



F-8







In June 2011, the FASB issued ASU No. 2011-05,
"Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income," ("ASU 2011-05") which amends
current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive
income as part of the statement of shareholders' equity. Instead, comprehensive income must be reported in either a single continuous
statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but
consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after
Dec. 15, 2011 with early adoption permitted. The Company does not believe that the adoption of ASU 2011-05 will have a material
impact on the Company's results of operation and financial condition.



There were various other updates recently
issued, most of which represented technical corrections to the accounting literature or application to specific industries.  None
of the updates are expected to a have a material impact on the Company's financial position, results of operations or cash flows.



(2)  Development Stage Activities
and Going Concern



The Company is currently in the development
stage, and has no operations. The business plan of the Company is to develop a commercial application of the design in a patent
of a “Solar element and method of manufacturing the same”. The Company also intends to produce a prototype, and manufacture
and market the product and/or seek third party entities interested in licensing the rights to manufacture and market the device.



On March 10, 2010, the Company entered into
a Patent Sale Agreement whereby the Company acquired all of the rights, title and interest in the patent known as the “Solar
element and method of manufacturing the same”. In consideration of the sale the Company agrees to pay to seller a sum equal
to 10% of the royalties that the Company will receive in relation to the patent for an indefinite period. The Israeli Patent number
is 198369.



The Company has commenced a capital formation
activity by filing a Registration Statement on Form S-1 to the SEC to register and sell in a self-directed offering 2,500,000 shares
of newly issued common stock at an offering price of $0.03 per share for proceeds of up to $75,000. As of March 31, 2011, the Company
accrued $25,000 of deferred offering costs related to this capital formation activity. The Registration Statement was declared
effective on February 10, 2012.



The accompanying financial statements have
been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation
of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such,
has incurred an operating loss since inception. Further, as of December 31, 2011 the cash resources of the Company were insufficient
to meet its current business plan, and the Company had negative working capital. These and other factors raise substantial doubt
about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments
to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of
liabilities that may result from the possible inability of the Company to continue as a going concern.



(3)  Patent



On March 10, 2010, the Company entered into
a Patent Sale Agreement whereby the Company acquired all of the rights, title and interest in the patent application known as the
“Solar element and method of manufacturing the same”. In consideration of the sale the Company agrees to pay to seller
a sum equal to 10% of the royalties that the Company will receive in relation to the patent application for an indefinite period.
The Israeli Patent number is 198369.



(4)  Loans from Related Parties
- Directors and Stockholders



As of December 31, 2011, loans from related
parties amounted to $54,977 and represented working capital advances from Directors who are also stockholders of the Company. The
loans are unsecured, non-interest bearing, and due on demand.



F-9







(5)  Common Stock



On February 24, 2010, the Company issued 2,340,000
shares of its common stock to individuals who are Directors and officers of the company for $234.



On February 24, 2010, the Company issued 660,000
shares of its common stock to individuals who are founders of the company for $66.



The Company has commenced a capital formation
activity by filing a Registration Statement on Form S-1 to the SEC to register and sell in a self-directed offering 2,500,000 shares
of newly issued common stock at an offering price of $0.03 per share for proceeds of up to $75,000. As of March 31, 2011, the Company
accrued $25,000 of deferred offering costs related to this capital formation activity. The Registration Statement was declared
effective on February 10, 2012.



(6)  Income Taxes



The provision (benefit) for income taxes for
the periods ended December 31, 2011 and 2010, was as follows (assuming a 23% effective tax rate):



|                              |  | 2011 |        |   | 2010 |  
|----------------------------- |  | ---- | ------ | - | ---- | -
|                              |  |      |        |   |      |  
|Current Tax Provision:        |  |      |        |   |      |  
|Federal-                      |  |      |        |   |      |  
|Taxable income                |  | $    | -      |   |      | $
|                              |  |      |        |   |      |  
|Total current tax provision   |  | $    | -      |   |      | $
|                              |  |      |        |   |      |  
|Deferred Tax Provision:       |  |      |        |   |      |  
|Federal-                      |  |      |        |   |      |  
|Loss carryforwards            |  | $    | 3,787  |   |      | $
|Change in valuation allowance |  |      | (3,787 | ) |      |  
|                              |  |      |        |   |      |  
|Total deferred tax provision  |  | $    | -      |   |      | $



The Company had deferred income tax assets
as of December 31, 2011 and 2010, as follows:



|                              |  | 2011 |         |   | 2010 |  
|----------------------------- |  | ---- | ------- | - | ---- | -
|                              |  |      |         |   |      |  
|Loss carryforwards            |  | $    | 12,605  |   |      | $
|Less - Valuation allowance    |  |      | (12,605 | ) |      |  
|                              |  |      |         |   |      |  
|Total net deferred tax assets |  | $    | -       |   |      | $



The Company provided a valuation allowance
equal to the deferred income tax assets for the periods ended December 31, 2011 and 2010, because it is not presently known whether
future taxable income will be sufficient to utilize the loss carryforwards.



As of December 31, 2011, the Company had approximately
$55,000 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and expire by the year 2031.



The Company did not identify any material uncertain tax positions.
 The Company did not recognize any interest or penalties for unrecognized tax benefits.



The Company will file income tax returns in
the United States. All tax years are closed by expiration of the statute of limitations.



F-10







(7)  Related Party Transactions



As described in Note 4, as of December 31,
2011, the Company owed $54,977 to Directors, officers, and principal stockholders of the Company for working capital loans.



As described in Note 5, on February 24, 2010,
the Company issued 2,340,000 shares of its common stock to Directors and officers for $234.



(8) Commitments



On March 10, 2010, the Company entered into
a Patent Sale Agreement whereby the Company acquired all of the rights, title and interest in the patent known as the “Solar
element and method of manufacturing the same”. In consideration of the sale the Company agrees to pay to seller a sum equal
to 10% of the royalties that the Company will receive in relation to the patent for an indefinite period.





F-11









| | Item 8. | Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure.
| | ------- | -------------------------------------------------------------------------------------



None.



| | Item 8A(T). | Controls and Procedures.
| | ----------- | ------------------------



EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES



We are required to maintain disclosure
controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, that are designed
to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported
within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our
management, including our CEO and Internal Accounting Officer , to allow timely decisions regarding required disclosure. As of
December 31 2011 we conducted an evaluation, under the supervision, and with the participation of our CEO and INTERNAL ACCOUNTING
OFFICER , of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation,
our CEO and INTERNAL ACCOUNTING OFFICER concluded that our disclosure controls and procedures were effective.



Management does not expect that
our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further,
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. Because of the inherent limitations in all control systems, no evaluation of controls can provide
absolute assurance 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 a simple
error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more
people, or by management or board override of the control.



The design of any system of controls
also is based in part upon 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; over time, controls may become inadequate because
of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



MANAGEMENT'S REPORT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING



Our management is responsible for
establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined
in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision
of, the company's CEO and INTERNAL ACCOUNTING OFFICER and effected by the company's board of directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with accounting principles generally accepted in the United States of America and includes those
policies and procedures that:



| | * | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the
transactions and dispositions of the assets of the company;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| | * | Provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts
and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



12







| | * | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have
inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that
material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However,
these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.



As of December 31 2011 management
assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control
over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they
concluded that, during the period covered by this report, such internal controls and procedures were effective .



Attestation report of the
registered public accounting firm



This annual report does not include
an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's
report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the company to provide only management's report in this annual report.



Changes in internal control
over financial reporting



During the year ended December 31,
2011, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely
to materially affect our internal control over financial reporting.



| | Item 8B. | Other Information.
| | -------- | ------------------



On February 10 ,2012 the SEC declared the S1 of the Company
effective to register 2,500,000 shares of its common stock and to raise gross proceeds of $75,000 from the issuance of the shares
..





13







PART III



| | Item 9. | Directors, Executive Officers and Corporate Governance.
| | ------- | -------------------------------------------------------



Directors and Executive Officers



Our Directors hold office until
the next annual meeting of our stockholders or until their successors is duly elected and qualified. Set forth below is a summary
description of the principal occupation and business experience of each of our Directors and executive officers for at least the
last five years.



Sergei Rogov has been our
Director since the Company’s inception in February 12, 2010, and our President since February 22, 2010. Mr. Rogov received
his Bachelor of Science degree in Applied Mathematics from Polytechnic University in St. Petersburg, Russia in 1980. From 1999,
he worked as a Senior Program Engineer in the Development Department of Identify Software Ltd., which in 2006 was acquired by BMC
Software, to which he continued to provide services until 2009.  As part of his duties, Mr. Rogov works with various development
teams. Following his work for BMC Software and until present, Mr. Rogov has continues to provide senior software development services
to Rollsoft Ltd.  Prior to his position at Identity Software Ltd., he worked for Telegate Ltd. for two years as a Program
Engineer, and for Prudence Ltd. for two years developing programs related to the electromagnetic fields for linear accelerators.



The Board has concluded that Mr.
Rogov should serve as a Director because of his broad experience working with development teams and managing development efforts, 
which experience he gained while working at Identify Software Ltd. as well as his experience in the management of development efforts
..



Vigars Kaktinieks has served
as our Director since February 12, 2010. Mr. Kaktinieks studied and received his Bachelor of Science degree in Economics and Business
Administration from the Stockholm School of Economics in Riga, Latvia in 2006. Mr. Kaktinieks is fluent in three languages and
is learning a fourth. Since the beginning of 2009, he has worked as a Client Executive officer with AS SEB Banka. His responsibilities
include banking, financial and investment advice to clients who receive personalized service, serving as a main reference and contact
point for those clients.



From 2006 to the end of 2008, he
served in various sales and management positions for AS Sampo Banka in Latvia and abroad, and attended technical training and seminars
organized by AS Sampo Banka.  Between 2004 and 2010, Mr. Kaktinieks had also been involved in obtaining funding for projects
and companies from several European Union funding initiatives. For example, Mr. Kaktinieks assisted local industries in Latvia
with the completion of their applications for funding support from the Latvian government, which support was partially funded by
the European Union.  In addition, Mr. Kaktinieks was involved in the preparation of proposals for the funding of projects
submitted to both the Latvian government and various European Union reviewing bodies in various fields, including waste reprocessing,
chemical processes, vehicles manufacturing, energy production, and nuclear processing.



From 2005 until 2006, he worked
as an accounting assistant in Procter & Gamble’s marketing department in Latvia.

The Board has concluded that Mr.
Kaktinieks should serve as a Director because of his extensive experience in financing and accounting.



Jonathan Berezovsky has been
our Secretary, Treasurer, and Chief Financial Officer since February 22, 2010. Mr. Berezovsky received his Bachelor of Science
degree in Business Economics from Universidad Torcuato Di Tella in Buenos Aires in 2008. Since 2009, he has been the V.P. of Business
Development at Rollsoft Ltd., a software company, in Petach Tikvah, Israel. Prior to this, in parallel with his studies, he worked
for 5 years as founder and CEO of Lanicuer, a company dealing with the manufacture and marketing of leather-made products, based
in Buenos Aires, Argentina. Mr. Berezovsky is multi-lingual, having an average to excellent knowledge of English, Spanish, French
and Hebrew.





14









There are no familial relationships
among any of our directors or officers. None of our directors or officers is a director in any other U.S. reporting companies.
None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last five years.
The Company is not aware of any proceedings to which any of the Company’s officers or directors, or any associate of any
such officer or director, is a party adverse to the Company or any of the Company’s subsidiaries or has a material interest
adverse to it or any of its subsidiaries.



Each director of the Company serves
for a term of one year or until the successor is elected at the Company's annual shareholders' meeting and is qualified, subject
to removal by the Company's shareholders. Each officer serves, at the pleasure of the Board of Directors, for a term of one year
and until the successor is elected at the annual meeting of the Board of Directors and is qualified.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities
Exchange Act of 1934 requires officers and directors of the Company and persons who own more than ten percent of a registered class
of the Company's equity securities to file reports of ownership and changes in their ownership with the Securities and Exchange
Commission, and forward copies of such filings to the Company. We believe, based solely on our review of the copies of such forms,
that during the fiscal year ended December 31, 2010, all reporting persons complied with all applicable Section 16(a) filing requirements.



Auditors



Weinberg and Baer  CPA , an independent registered
public accounting firm, is our auditor.



We do not currently have a Code of Ethics applicable
to our principal executive, financial and accounting officers. We do not have a “financial expert” on the board or
an audit committee or nominating committee.



Potential Conflicts of Interest



Since we do not have an audit or
compensation committee comprised of independent directors, the functions that would have been performed by such committees are
performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee
financial expert, nor has the Board established a nominating committee. The Board is of the opinion that such committees are not
necessary since the Company has only two directors, and to date, such directors have been performing the functions of such committees.
Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning
management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts
of interest with any of our executive officers or directors.



Involvement in Certain Legal Proceedings



There are no legal proceedings that have occurred within
the past five years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an
administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities
or commodities law violations.





15









| | Item 10. | Executive Compensation.
| | -------- | -----------------------



Summary Compensation



Since our incorporation , we have  not
paid any compensation to any of  our Directors  in consideration for their services rendered to our Company
in their capacity as such.  We have no employment agreements with any of our Directors or executive officers.  We
have no pension, health, annuity, bonus, insurance, stock options, profit sharing or similar benefit plans.



Since our incorporation , no stock
options or stock appreciation rights were granted to any of our Directors or executive officers.  We have no long-term
equity incentive plans.





Outstanding Equity Awards



None of our Directors or executive
officers holds unexercised options, stock that has not vested, or equity incentive plan awards.



Compensation of Directors



Since our incorporation , no compensation
has been paid to any of our Directors other than mentioned above  in consideration for their services rendered in their
capacity as directors.



| | Item 11. | Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.
| | -------- | -----------------------------------------------------------------------------------------------





The following table lists, as of
March 22 ,2012, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known
to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our
Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal
shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts
under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a
security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment
power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner
of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange
Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed
to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below,
each person has sole voting and investment power.



The percentages below are calculated based on 3,000,000
shares of our common stock issued and outstanding as of March 22 , 2012 . We do not have any outstanding options, warrants or other
securities exercisable for or convertible into shares of our common stock.





16









|Name and Address of Beneficial Owner |  | Number of Shares of Common Stock Beneficially Owned or Right to Direct Vote  (1) |           |  | Percent of Common Stock Beneficially Owned or Right to Direct Vote | 
|------------------------------------ |  | -------------------------------------------------------------------------------- | --------- |  | ------------------------------------------------------------------ | 
|                                     |  |                                                                                  |           |  |                                                                    | 
|Sergei Rogov                         |  |                                                                                  | 1,200,000 |  |                                                                    | 
|                                     |  |                                                                                  |           |  |                                                                    | 
|Vigars Kaktinieks                    |  |                                                                                  | 660,000   |  |                                                                    | 
|                                     |  |                                                                                  |           |  |                                                                    | 
|Jonathan Berezovsky                  |  |                                                                                  | 480,000   |  |                                                                    | 
|                                     |  |                                                                                  |           |  |                                                                    | 
|Ilmars Blumbergs                     |  |                                                                                  | 540,000   |  |                                                                    | 
|                                     |  |                                                                                  |           |  |                                                                    | 
|Lapso Endo                           |  |                                                                                  | 120,000   |  |                                                                    | 
|                                     |  |                                                                                  |           |  |                                                                    | 
|Total                                |  |                                                                                  | 3,000,000 |  |                                                                    | 
|                                     |  |                                                                                  |           |  |                                                                    | 
|Total Officers and Affiliates        |  |                                                                                  | 2,880,000 |  |                                                                    | 



(1) Beneficial
ownership is determined in accordance with the rules of the Securities and Exchange Commission (the "SEC") and generally
includes voting or investment power with respect to securities. In accordance with SEC rules, shares of common stock issuable upon
the exercise of options or warrants which are currently exercisable or which become exercisable within 60 days following the date
of the information in this table are deemed to be beneficially owned by, and outstanding with respect to, the holder of such option
or warrant. Except as indicated by footnote, and subject to community property laws where applicable, to our knowledge, each person
listed is believed to have sole voting and investment power with respect to all shares of common stock owned by such person.



Item 12.         Certain
Relationships and Related Transactions, and Director Independence.



Other than the transactions discussed below, we have
not entered into any transaction nor are there any proposed transactions in which our Director, executive officer, stockholders,
or any member of the immediate family of the foregoing had or is to have a direct or indirect material interest.



As of December 31, 2011, the Company
owed $54,977 to Directors, officers, and principal stockholders of the Company for working capital loans.

On February 24, 2010, the Company
issued 2,340,000 shares of its common stock to Directors and officers at par value $0.0001 for $234.



17







Director Independence



We are not subject to listing requirements of any national
securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised
of a majority of “independent directors.” We do not believe that any of our directors currently meet the definition
of “independent” as promulgated by the rules and regulations of the American Stock Exchange.



Item 13.         Principal
Accounting Fees and Services.



Our principal independent accountant is Weinberg and
Bear LLC. Their pre-approved fees billed to the Company are set forth below:



|                                       |  | For Fiscal Year Ended December 31, 2011 |       |  | For Fiscal Year Ended December 31, 2010 |  
|-------------------------------------- |  | --------------------------------------- | ----- |  | --------------------------------------- | -
|Audit Fees                             |  | $                                       | 8,000 |  |                                         | $
|                                       |  |                                         |       |  |                                         |  
|Tax Fees ( Paid to Alan Weinberg CPA ) |  | $                                       | 500   |  |                                         | $



As of December 31, 2011, the Company
did not have a formal documented pre-approval policy for the fees of the principal accountant. The Company does not have an audit
committee. The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the
most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent
employees was 0%.



PART IV



Item 14.         Exhibits
and Financial Statement Schedules.



|Exhibit |  | Description                                                                                                                                                                         
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                     
|Exhibit |  |                                                                                                                                                                                     
|        |  |                                                                                                                                                                                     
|3.1     |  | Articles of Incorporation of the Company (filed as Exhibit 3.1 to Registration Statement on Form S1, filed with the Securities and Exchange Commission on February 8, 2012 )        
|3.2     |  | Bylaws of the Company (filed as Exhibit 3.2 to Registration Statement on Form S1, filed with the Securities and Exchange Commission on February 8 , 2012 )                          
|3.3     |  | Form of Common Stock Certificate of the Company (filed as Exhibit 3.3 to Registration Statement on Form S1, filed with the Securities and Exchange Commission on February 8 , 2012 )
|10.1    |  | Patent Assignment Agreement  (filed as Exhibit 10.1 to Registration Statement on Form S1, filed with the Securities and Exchange Commission on  February 8 , 2012 )                 
|        |  |                                                                                                                                                                                     
|31.1    |  | Certification of Principal Executive  Officer Pursuant to Exchange Act Rule 13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                
|        |  |                                                                                                                                                                                     
|31.2    |  | Certification of Principal  Accounting Officer Pursuant to Exchange Act Rule 13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002               
|        |  |                                                                                                                                                                                     
|32.1    |  | Certification of Principal Executive  Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002(filed herewith)                                                          
|        |  |                                                                                                                                                                                     
|32.2    |  | Certification of Principal Accounting Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002(filed  herewith)                                                         



18







SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange
Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                       | Solarflex Corp                                                    
|---------------------- | ------------------------------------------------------------------
|                       |                                                                   
|Date: January 14, 2013 | By:                                                               
|                       | Name:                                                             
|                       | Title: Chief Executive Officer,  and Director                     
|                       |                                                                   
|                       | By ;                                                              
|                       | Name :                                                            
|                       | Title : Principal Accounting and Financial Officer , and Secretary



In accordance with the Exchange Act, this report has
been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|Date: January 14, 2013 | By:                                                                     | /s/ Sergei Rogov        | 
|---------------------- | ----------------------------------------------------------------------- | ----------------------- | 
|                       | Name:   Title: Chief Executive Officer, and Director                   
|                       |                                                                        
|Date: January 14, 2013 | By:                                                                     | /s/ Jonathan Berezovsky | 
|                       | Name: Title: Principal Accounting and Financial Officer , and Secretary





19