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EX-31.1 - Stalar 1, Inc.v211387_ex31-1.htm
EX-32.1 - Stalar 1, Inc.v211387_ex32-1.htm
EX-31.2 - Stalar 1, Inc.v211387_ex31-2.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2010

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE TRANSITION PERIOD FROM _______________ TO ______________
 
COMMISSION FILE NUMBER: 000-52971
 
STALAR 1, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
26-1402640
(State or other jurisdiction of
 
(I.R.S. Employer Identification No.)
incorporation or organization)
   
     
317 Madison Ave., Suite 1520,
   
New York, NY
 
10017
(Address of principal executive offices)
 
(Zip Code)

(212) 953-1544
(Registrant's telephone number, including area code)
 
N/A
(Former name, former address and former fiscal year,
if changed since last report)
 
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 preceding 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. Yes þ| No ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ¨   No þ

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 the 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 Filer  ¨  Non-accelerated Filer  þ Smaller reporting company
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No ¨
 
At February 14, 2011, 2,044,500 shares of the Registrant's Common Stock and no shares of the Registrant's Preferred Stock were issued and outstanding.

 
 

 


   
Page
     
 
PART I: FINANCIAL INFORMATION
 
     
Item 1
Unaudited Financial Statements
3
Item 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
10
Item 3
Quantitative and Qualitative Disclosures About Market Risk
11
Item 4
Controls and Procedures
11
     
 
PART II: OTHER INFORMATION
 
     
Item 1
Legal Proceedings
12
Item 1A
Risk Factors
12
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
12
Item 3
Defaults Upon Senior Securities
12
Item 5
Other Information
12
Item 6
Exhibits
13
     
 
SIGNATURES
13

 
-2-

 

PART I - FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
STALAR 1, INC.
(A Development Stage Company)

INDEX TO INTERIM FINANCIAL STATEMENTS (Unaudited)

 
Page No.
   
Interim Balance Sheets
December 31, 2010 and September 30, 2010 (Audited)
4
   
Interim Statements of Operations
For the three months ended December 31, 2010 and 2009 and
for the period November 13, 2007, (inception) to December 31, 2010
5
   
Interim Statements of Cash Flows
For the three months ended December 31, 2010 and 2009 and
for the period November 13, 2007, (inception) to December 31, 2010
6
   
Interim Statement of Changes in Stockholders’ Deficit
For the period November 13, 2007, (inception) to December 31, 2010
7
   
Notes to Interim Financial Statements
8 - 9

 
-3-

 

STALAR 1, INC.
(A Development Stage Company)

INTERIM BALANCE SHEETS

   
December 31,
   
September 30,
 
   
2010
   
2010
 
   
(Unaudited)
   
(Audited)
 
ASSETS
           
Current assets
           
Cash
  $ 166     $ 1,406  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
                 
Current liabilities
               
Accounts payable and accrued expenses
  $ 11,434     $ 11,568  
Loan payable - Officer
    49,957       46,856  
                 
Total current liabilities
    61,391       58,424  
                 
Stockholders' deficit
               
Preferred stock - $0.0001 par value;
               
25,000,000 shares authorized; none issued or outstanding
    -       -  
Common stock - $0.0001 par value; 75,000,000 shares authorized;
               
2,044,500 issued and outstanding
    205       205  
Additional paid-in capital
    1,775       1,775  
Deficit accumulated during the development stage
    (63,205 )     (58,998 )
                 
Total stockholders' deficit
    (61,225 )     (57,018 )
                 
    $ 166     $ 1,406  

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

 
-4-

 

STALAR 1, INC.
(A Development Stage Company)

INTERIM STATEMENTS OF OPERATIONS
(Unaudited)

   
Three Months Ended
   
November 13, 2007
 
   
December 31,
   
(Inception) to
 
   
2010
   
2009
   
December 31, 2010
 
                   
Revenues
  $ -     $ -     $ -  
                         
General and administrative expenses
                       
Professional fees
    3,810       1,363       44,878  
Organization costs
    -       -       14,868  
Interest expense
    397       98       2,576  
Sundry
    -       -        883  
                         
      4,207       1,461       63,205  
                         
Net loss for the period
  $ (4,207 )   $ (1,461 )   $ (63,205 )
                         
Loss per common share:
                       
basic and diluted
  $      (0.002 )   $      (0.001 )        
                         
Weighted average number of common shares outstanding, basic and diluted
    2,044,500       2,035,000          

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

 
-5-

 

STALAR 1, INC.
(A Development Stage Company)

INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)

   
Three Months Ended
   
November 13, 2007
 
   
December 31,
   
(Inception) to
 
   
2010
   
2009
   
December 31, 2010
 
Cash flows from operating activities:
                 
Net loss for the period
  $      (4,207 )   $      (1,461 )   $ (63,205 )
Adjustments to reconcile net loss to
                       
net cash used in operating activities
                       
Common stock issued for services
    -       -       780  
(Decreases) increases in cash flows from
                       
operating activities resulting from changes in:
                       
Accounts payable and accrued expenses
    (134 )     (1,338 )     11,434  
                         
Net cash used in operating activities
    (4,341 )     (2,799 )     (50,991 )
                         
Cash flows from financing activities:
                       
Proceeds from issuance of common stock
    -       -       1,200  
Loans from Officer
    3,101       2,860       49,957  
                         
Net cash provided by financing activities
    3,101       2,860       51,157  
                         
Net increase (decrease) in cash
    (1,240 )     61       166  
                         
Cash, beginning of period
    1,406       45       -  
                         
Cash, end of period
  $ 166     $ 106     $ 166  
                         
Supplemental cash flow information:
                       
Non-cash financing activities:
                       
Common stock issued for services
  $ -     $ -     $ 780  

The accompanying notes are an integral part of these unaudited interim financial statements.
 
 
-6-

 

STALAR 1, INC.
(A Development Stage Company)

INTERIM STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
(Unaudited)

                     
Deficit
       
                     
Accumulated
       
               
Additional
   
During
       
               
Paid-in
   
Development
       
   
Shares
   
Amount
   
Capital
   
Stage
   
Total
 
                               
Shares issued at inception, November 13, 2007
    -     $ -     $ -     $ -     $ -  
                                         
Shares issued for cash, at par $.0001
    2,000,000       200       -       -       200  
                                         
Shares issued for cash, at $.04 per share
    25,000       3       997       -       1,000  
                                         
Net loss for the period
    -       -       -       (24,429 )     (24,429 )
                                         
Balance, September 30, 2008
    2,025,000       203       997       (24,429 )     (23,229 )
                                         
Shares issued for services, valued at $.04 per share
    10,000       1       399       -       400  
                                         
Net loss for the year
    -       -       -       (20,403 )     (20,403 )
                                         
Balance, September 30, 2009
    2,035,000       204       1,396       (44,832 )     (43,232 )
                                         
Shares issued for services, valued at $.04 per share
    9,500       1       379       -       380  
                                         
Net loss for the year
    -       -       -       (14,166 )     (14,166 )
                                         
Balance, September 30, 2010
    2,044,500       205       1,775       (58,998 )     (57,018 )
                                         
Net loss for the period
    -       -       -       (4,207 )     (4,207 )
                                         
Balance, December 31, 2010
    2,044,500       205       1,775     $ (63,205 )   $ (61,225 )

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

 
-7-

 

STALAR 1, INC.
(A Development Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS
DECEMBER 31, 2010
(Unaudited)

NOTE A – NATURE OF BUSINESS AND BASIS OF PRESENTATION
 
The accompanying unaudited interim financial statements as of December 31, 2010 and for the three months ended December 31, 2010 and 2009 and for the period from November 13, 2007 (inception) to December 31, 2010 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC), including Form 10-Q and Regulation S-K. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. The Company believes that the disclosures provided are adequate to make the information presented not misleading. These unaudited interim financial statements should be read in conjunction with the audited financial statements and explanatory notes for the year ended September 30, 2010 and for the period November 13, 2007, (inception), to September 30, 2010 as disclosed in the Company's 10-K for that period as filed with the SEC.
 
The results of the period ended December 31, 2010 are not necessarily indicative of the results to be expected for the year ending September 30, 2011, the Company’s fiscal year end.
 
STALAR 1, Inc. (the Company”), was incorporated in the State of Delaware on November 13, 2007.  The Company, which is in the development stage, is a “shell company”, because it has no or nominal assets, other than cash, and no or nominal operations.  The Company was formed to pursue a business combination with an operating private company, foreign or domestic, seeking to become a reporting, “public” company.  No assurances can be given that the Company will be successful in locating or negotiating with any target company.  The Company has been engaged in organizational efforts, obtaining initial financing and has commenced negotiations with various operating entities however, has not entered into any letter of intent to date.

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles 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.
 
Loss Per Share
 
The Company uses Topic 260, “Earnings Per Share”, for calculating the basic and diluted loss per share. The Company computes basic loss per share by dividing net loss and net loss attributable to common stockholders by the weighted average number of common shares outstanding. 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 shares had been issued and if the additional shares were dilutive. Common equivalent shares are excluded from the computation of net loss per share if their effect is anti-dilutive.  The Company does not have any common stock equivalents.
 
 
-8-

 

STALAR 1, INC.
(A Development Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS
DECEMBER 31, 2010
(Unaudited)

 NOTE C – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United State of America, which contemplate continuation of the Company as a going concern.  The Company, however, has minimal assets and working capital and lacks a sufficient source of revenues, which raises substantial doubt about the Company’s ability to continue as a going concern.  The Company’s ability to continue as a going concern and to realize its assets and to discharge its liabilities is dependent upon the Company’s management to securing a business combination.  Management intends to fund working capital requirements for the foreseeable future and believes that the current business plan if successfully implemented may provide the opportunity for the Company to continue as a going concern.  The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.
 
NOTE D - RELATED PARTY TRANSACTIONS

Equity Transaction

In November 2007, the Company issued 2,000,000 shares of common stock to the sole officer and director for total proceeds of $200.

Loan Payable - Officer

The officer has advanced funds to the Company to cover cash requirements.  The loan is unsecured and is payable on demand with interest at the prime rate.

NOTE E – EQUITY TRANSACTIONS

During the period from November 13, 2007 to September 30, 2008 the Company issued 25,000 shares of common stock to unrelated parties at $.04 per share, for total cash proceeds of $1,000.

In December 2008, the Company issued 10,000 shares of common stock for services, valued at $.04 per share, for a total value of $400.

In January 2010, the Company issued 9,500 shares of common stock for services, valued at $.04 per share, for a total value of $380.

 
-9-

 

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Cautionary Notice Regarding Forward Looking Statements
 
The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.
 
We desire to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. This filing contains a number of forward-looking statements which reflect management's current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words "believe," "expect," "intend," "anticipate," "estimate," "may," variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.
 
Readers should not place undue reliance on these forward-looking statements, which are based on management's current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks discussed in our Annual Report on form 10-K for the year ended September 30, 2010 and in any press releases and other communications to shareholders that may be issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
 
Company Overview and Plan of Operation
 
The Company was incorporated on November 13, 2007. The Company, which is in the development stage, has had no operations during the quarterly period ended December 31, 2010, nor for the period November 13, 2007 (inception) to December 31, 2010 and has no operations as of the date of this filing.

As previously reported in the Company’s annual report filing, the Company has conducted negotiations regarding a target business, and has entered into an agreement with one target business, Shenyang Yanshajing Building Material Co., Ltd.  (“Shenyang”).  The Company and Shenyang entered into a Reverse Merger and Financial Advisory Agreement (the “Agreement”) on November 2, 2010.  By letter dated December 4, 2010, Shenyang notified the Company that it was terminating the Agreement. In a letter dated December 6, 2010, Stalar responded that the Agreement did not provide a termination right to Shenyang. By letter dated December 15, 2010 Shenyang’s counsel reiterated Shenyang’s termination and disclaimed any liability to Stalar. By letter dated December 18, 2010, Stalar reiterated its view that Shenyang lacked authority to terminate the Agreement and alleged other breaches under the Agreement.  The Company and Shenyang are in on-going negotiations.

Currently, our Company would be defined as a "shell" company, an entity which is generally described as having no or nominal operations and no or nominal assets. The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with an operating business. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.  We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

 
-10-

 

Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

The Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury, and/or through borrowings from our stockholders, management or other investors.
 
 Liquidity and Capital Resources
 
As of December 31, 2010, we had no capital resources. We currently do not engage nor intend to engage in any business activities that provide cash flow until we enter into a successful business combination.

The Company has no operations and is actively seeking merger, reverse merger, acquisition or business combination opportunities with an operating business or other financial transaction opportunities. Until a transaction is effectuated, the Company does not expect to have significant operations. Until the Company completes a merger, reverse merger or other financial transaction, the Company expects to continue to incur a loss of between $1,500 and $5,000, per quarter.  The Company expects that these costs will be paid with money in our treasury, and/or through borrowings from our stockholders, management or other investors.

Management’s Discussion and Analysis or Plan of Operations
 
General and administrative expenses were $4,207 for the three months ended December 31, 2010 compared to $1,461 for the three month period October 1, 2009 to December 31, 2009, and were $63,205 for the period November 13, 2007 (inception) to December 31, 2010. General and administrative expenses consist primarily of professional fees, organizational costs and interest expenses. We had a net loss of $4,207 for the first fiscal quarter compared to a net loss of $1,461 for the period October 1, 2009 to December 31, 2009.  The results for the periods presented were not significantly affected by inflation.

Off-balance Sheet Arrangements
 
As of December 31, 2010, there were no off balance sheet arrangements.

Going Concern
 
Our financial statements are prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have had no revenues and have generated no operations.

In order to continue as a going concern and achieve a profitable level of operation, we will need, among other things, additional capital resources and to develop a consistent source of revenues. Management’s plans include seeking a merger with an existing operating company.

Our ability to continue as a going concern is dependent upon our ability to successfully accomplish the plan described in the “Plan of Operations” above and eventually attain profitable operations. The accompanying financial statements in this report do not include any adjustments that might be necessary if we are unable to continue as a going concern.
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
A smaller reporting company is not required to provide the information required by this item.

ITEM 4. CONTROLS AND PROCEDURES

Our Principal Executive Officer conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Disclosure controls and procedures are those controls and procedures designed to provide reasonable assurance that the information required to be disclosed in our Exchange Act filings is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (2) accumulated and communicated to management as appropriate, to allow timely decisions regarding required disclosure.
 
 
-11-

 

Our Principal Executive Officer has evaluated the effectiveness of the design and operation of our disclosure controls and procedures and concluded that, as of December 31, 2010, our disclosure controls and procedures were not effective in providing a reasonable level of assurance that the information required to be disclosed in our Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. The following material weakness in our disclosure controls and procedures as of December 31, 2010 was identified:

 
·
As a shell company with no operations or investments, we do not have any full-time employees. Our single officer devoted time to our affairs on an “as needed” basis. As a result, our ability to coordinate, review timely and file financial reports may not have been adequate.

A material weakness is a control deficiency, or combination of control deficiencies, that results in a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis by the Company’s internal controls.

Remediation of Material Weakness

A number of actions are currently being undertaken to remediate the material weakness noted above. We will immediately appoint an additional officer and director, increasing the number of officers from one single individual who served as both the single officer and director to two officers and two directors. We also intend to establish a Disclosure Committee, chaired by our Principal Executive Officer, comprised of individuals experienced in the disclosure obligations of public companies that will be available on an as-needed basis and also meet regularly and advise the Principal Executive Officer with respect to the Company’s disclosure obligations.

Changes in Internal Control over Financial Reporting
 
During the quarter ended December 31, 2010 there has been 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.
 
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
 
We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

ITEM 1A- RISK FACTORS
 
A smaller reporting company is not required to provide the information required for this item.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
None

ITEM 3 - DEFAULTS BY THE COMPANY ON ITS SENIOR SECURITIES
 
None
 
ITEM 5 - OTHER INFORMATION
 
(a) There was no information we were required to disclose in a report on Form 8-K during the first quarter of our fiscal year ending December 31, 2010, or subsequent period through the date hereof, which was not so reported.
 
(b) Our board of directors has not established an audit committee or a nominating committee. In addition, we do not have any other compensation, executive or similar committees. We will not, in all likelihood, establish an audit or a nominating committee until such time as the Company is no longer a "shell" company of which there can be no assurance. We recognize that an audit committee, when established, will play a critical role in financial reporting system by overseeing and monitoring management's and the independent auditors' participation in the financial reporting process. At such time as we establish an audit committee, its additional disclosures with our auditors and management may promote investor confidence in the integrity of the financial reporting process.

 
-12-

 

Until such time as an audit committee has been established, the full board of directors will undertake those tasks normally associated with an audit committee to include, but not by way of limitation, the (i) review and discussion of the audited financial statements with management, and (ii) discussions with the independent auditors the matters required to be discussed by the Statement On Auditing Standards No. 61 and No. 90, as may be modified or supplemented.

We have adopted a Code of ethics that applies to all of our executive officers, directors and employees. Our Code of Ethics codifies the business and ethical principles that govern all aspects of our business. This document will be made available in print, free of charge, to any stockholder requesting a copy in writing from the Company.
 
ITEM 6 - EXHIBITS
Exhibit
   
Number
 
Exhibit Title
     
3.1
 
Certificate of Incorporation*
     
3.1(i)
 
Certificate of Correction to Certificate of Incorporation*
     
3.2
 
Bylaws*
     
14.1
 
Code of Ethics**
     
31.1
 
Certification of Steven R. Fox, as principal executive officer, pursuant to Rule 13a-14(a)/15d-14(a)
     
31.2
 
Certification of Steven R. Fox, as principal financial officer, pursuant to Rule 13a-14(a)/15d-14(a)
     
32
  
Certification of Steven R. Fox, Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

* Incorporated by reference from the Company's registration statement on Form 10-SB filed on December 12, 2007
** Incorporated by reference from the Company's Quarterly Report on Form 10-Q filed on May 7, 2009

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  STALAR 1, INC.
 
     
Date:  February 14, 2011
By   /s/ Steven R. Fox
 
 
Steven R. Fox, President and
Director
 
 
 
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