8

---

 

 SOLAR ACQUISITION CORP.

 Financial Statements

For the Year Ended December 31, 2008

 

Contents

 

	Page
Report of Independent Registered Public Accounting Firm	F-1
Financial Statements:
Balance Sheet as of December 31, 2008 and 2007	F-2
Statements of Operations for the year ended December 31, 2008 and 2007    And from inception(June 3, 2006) to December 31, 2008	F-3
Statement of Stockholders' Deficit from inception(June 3, 2006) to December 31, 2008	F-4
Statements of Cash Flows for the year ended December 31, 2008 and 200 And from inception(June 3, 2006) to December 31, 2008	F-5
Notes to Financial Statements	F-6

 

 

 

9

---

 

 

 

GRUBER & COMPANY, LLC

Report of Independent Registered Public Accounting Firm

To the Board of Directors

Solar Acquisition, Corp.

A Development Stage Company

We have audited the accompanying balance sheet of  Solar Acquisition, Corp,(a development stage company), as of December 31, 2008 and 2007, and the related statements of operations, stockholders' equity, and cash flows for the years then ended and for the period from June 3, 2006 (date of inception) through December 31, 2008. These financial statements are the responsibility of the Company�s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company�s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit 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 audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Solar Acquisition corp., (a development stage company), as of December 31, 2008 and 2007 and the results of its operations and its cash flows for the years then ended and for the period June 3, 2006 (date of inception) through December 31, 2008, 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 1 to the financial statements, the Company has a stockholders� deficiency and a deficit accumulated during the development stage, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Gruber & Company, LLC

Lake Saint Louis, Missouri

February 20, 2009

 

F-1

---

 

SOLAR ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
		December 31,				December 31,
		2008				2007
ASSETS
CURRENT
Cash		$	26			$	100
TOTAL ASSETS		$	26			$	100
LIABILITIES AND STOCKHOLDERS�  EQUITY
CURRENT
Accounts payable		$	6,000			$	6,500
Note payable			5,850				2,850
TOTAL LIABILITIES			11,850				9,350
STOCKHOLDERS�  EQUITY
Common stock, authorized, 100,000,000 shares, par value $.001
- issued and outstanding, 10,000,000 (December 31, 2007 -100,000)			10,000				100
Preference shares, authorized, 1,000,000
- issued and outstanding - nil (December 31, 2007 - nil)			-				-
Additional paid in capital			980,100				-
Deficit accumulated during development stage			(1,001,924	)			(9,350	)
Total Stockholders� Equity(Deficit)			(11,824	)			(9,250	)
TOTAL LIABILITIES AND STOCKHOLDERS� EQUITY		$	26			$	100

 

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

 

 

F-2

---

 

SOLAR ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
		Year Ended Dec 31, 2008				Year EndedDec 31, 2007				June 3, 2006 (Inception) To Dec 31, 2008
REVENUE		$	-			$	-			$	-
OPERATING EXPENSES
Professional fees			2,500				1,000				11,500
Consulting fees			990,000				-				990,000
General and administrative			74				-				424
Total Operating Expenses			992,574				1,000				1,001,924
NET INCOME(LOSS)		$	(992,574	)		$	(1,000	)		$	(1,001,924	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING			5,875,000				100,000
BASIC AND DILUTED LOSS PER SHARE		$	(0.17	)		$	-

 

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

 

F-3

---

 

SOLAR ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
		Year Ended Dec 31, 2008				Year Ended Dec 31, 2007				June 3, 2006 (Inception) To Dec 31, 2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net income(loss)		$	(992,574	)			(1,000	)		$	(1,001,924	)
Issuance of stock for services			990,000				-				990,000
Changes in assets and liabilities
Increase(decrease) in accounts payable			(500	)			1,000				6,000
Cash Used In Operating Activities			(3,074	)			-				(5,924	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock			-				-				100
Note payable			3,000				-				5,850
Cash Provided By Financing Activities			3,000				-				5,950
NET CHANGE IN CASH			(74	)			-				26
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD			100				100				-
CASH AND CASH EQUIVALENTS - END OF PERIOD		$	26			$	100			$	26

 

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

 

F-4

---

 

SOLAR ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER EQUITY
FROM INCEPTION(JUNE 3, 2006) TO DECEMBER 31, 2008
										ADDIT'L PAID IN CAPITAL				ACCUM- ULATED DEFICIT
		COMMON STOCK
		SHARES				AMOUNT												TOTAL
Balance - June 3, 2006			-			$	-			$	-			$	-			$	-
Common stock issued			100,000				100				-				-				100
Net loss			-				-				-				(9,350	)			(9,350	)
Balance - December 31, 2006			100,000				100				-				(9,350	)			(9,250	)
Net income(loss) - December 31, 2007			-				-				-				-				-
Balance - December 31, 2007			100,000				100				-				(9,350	)			(9,250	)
Issuance of stock for services			9,900,000				9,900				980,100				-				990,000
Net income(loss) - December 31, 2008			-				-				-				(992,574	)			(992,574	)
Balance - December 31, 2008			10,000,000			$	10,000			$	980,100			$	(1,001,924	)		$	(11,824	)

 

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

 

F-5

---

 

SOLAR ACQUISITION CORP.

A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a)

Organization and Business:

SOLAR ACQUISITION CORP. (the �Company�) was incorporated in the State of Florida on June 3, 2006 for the purpose of raising capital that is intended to be used in connection with its business plans which may include a possible merger, acquisition or other business combination with an operating business.

The Company is currently in the development stage. All activities of the Company to date relate to its organization, initial funding and share issuances.

 

(b)

Basis of Presentation

The Company follows the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America and has adopted a year end of December 31.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud.  The Company�s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

The Company has had no significant operations, assets or liabilities since inception and, accordingly, is fully dependent either future sales of securities or upon its current management and/or advances or loans from significant stockholders or corporate officers to provide sufficient working capital to preserve the integrity of the corporate entity.  Because of these factors, our auditors have issued an audit opinion for the Company which includes a statement describing our going concern status.  This means, in our auditor�s opinion, substantial doubt about our ability to continue as a going concern exists at the date of their opinion.

The Company�s continued existence is dependent upon its ability to generate sufficient cash flows from operations to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis.

The Company anticipates offering future sales of equity securities.  However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company.

(c)

Use of Estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(d)

Cash and Cash Equivalents:

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

(e)

Income Taxes:

 

F-6

---

 

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.

Any deferred tax asset is considered immaterial and has been fully offset by a valuation allowance because at this time the Company believes that it is more likely than not that the future tax benefit will not be realized as the Company has no current operations.

(f)

Loss per Common Share:

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments.

(g)

Fair Value of Financial Instruments:

The carrying value of cash equivalents and accrued expenses approximates fair value due to the short period of time to maturity. The note payable approximates fair value based on market rates available to the Company for financing with similar terms.

NOTE 2 -  NOTE PAYABLE:

Notes payable from a related party is unsecured, non-interest bearing and has no fixed terms of repayment.

 

NOTE 3 - CAPITAL STOCK:

On June 9, 2006, the company issued 100,000 shares at par value of $.001 for $100.

Holders of shares of Common stock shall be entitled to cast one vote for each share held at all stockholders' meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights.

No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.

On May 15, 2008, the Company increased its authorized share capital from 75,000,000 to 100,000,000 shares of common stock and 1,000,000 shares of preferred stock having voting rights of 100 shares of common stock for each share of preferred stock.

On June 1, 2008, the Company issued an additional 9,900,000 shares of common stock for consulting services rendered having a value of $990,000.

NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS: