SOLAR ACQUISITION CORP. - FORM 10-Q

Attached files

file	filename
EX-31.1 - CERTIFICATION - SOLAR ACQUISITION CORP.	solar_ex311.htm
EX-32.1 - CERTIFICATION - SOLAR ACQUISITION CORP.	solar_ex321.htm
EXCEL - IDEA: XBRL DOCUMENT - SOLAR ACQUISITION CORP.	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________________ to _______________

000-52225

(Commission file number)

SOLAR ACQUISITION CORP.

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

Florida		20-5080271
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification No.)

215 Dino Drive, Ann Arbor, MI 48103

(Address of principal executive offices)

734-320-7628

(Issuer's telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of August 10, 2011 11,541,000–shares of common stock

Transitional Small Business Disclosure Format (check one): Yes o No x

Solar Acquisition Corp.

Index

		Page Number
PART I.	FINANCIAL INFORMATION

Item 1	Financial Statements

	Balance Sheet as of June 30, 2011 (unaudited)	3

	Statement of Operations for the Six months ended June 30, 2011 and 2009 and from inception (June3, 2006) to June 30, 2011(unaudited)	4

	Statement of Stockholders’ Deficit from inception (June 3, 2006) to June 30, 2011(unaudited)	5

	Statements of Cash Flows for the Six months ended June 30, 2011 and 2010 and from Inception(June 3, 2006) to June 30, 2011(unaudited)	6

	Notes to Interim Financial Statements (unaudited)	7

Item 2.	Management's Discussion and Analysis or Plan of Operation	14

Item 3	Controls and Procedures	15

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	15

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15

Item 3.	Defaults Upon Senior Securities	15

Item 4.	Submission of Matters to a Vote of Security Holders	15

Item 5.	Other Information	15

Item 6.	Exhibits	15

SIGNATURES		16

SOLAR ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS

	June 30,			December 31,
	2011			2010
	(Unaudited)			(Audited)
ASSETS

CURRENT
Cash	$	1		$	1
Due from related party		3,210			3,210

Total Current Assets		3,211			3,211

INVESTMENTS		19,841,530			-

TOTAL ASSETS	$	19,844,741		$	3,211

LIABILITIES AND SHAREHOLDER EQUITY
CURRENT
Accounts payable	$	-		$	-
Accrued interest payable		123,750			-
Promissory note payable		3,300,000
Note payable		7,850			7,850

TOTAL LIABILITIES		3,431,600			7,850

STOCKHOLDER EQUITY
Common stock, authorized, 100,000,000 shares, par value $.001
- issued and outstanding, 19,082,734(December 31, 2010 - 11,533,333)		19,083			11,533

Preference shares, authorized, 1,000,0000
- issued and outstanding - nil (December 31, 2010 - nil)		-			-

Common shares issuable - 2,970,000		2,970			-
Preference shares issuable - 1,000,000		1,000			-
Additional paid in capital		17,961,077			1,431,067

Deficit accumulated during development stage		(1,570,989	)		(1,447,239	)

Total Stockholder Equity(Deficit)		16,413,141			(4,639	)

TOTAL LIABILITIES AND STOCKHOLDER EQUITY	$	19,844,741		$	3,211

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

SOLAR ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER EQUITY
FROM DECEMBER 31, 2008 TO JUNE 30, 2011
(UNAUDITED)
							ADDITIONAL		ACCUM-
	COMMON STOCK				SHARES		PAID IN		ULATED
	SHARES		AMOUNT		ISSUABLE		CAPITAL		DEFICIT			TOTAL

Balance - December 31, 2008		10,000,000	$	10,000		-	$	980,100	$	(1,001,924	)	$	(11,824	)

Issuance of stock for cash		1,533,333		1,533		-		450,967					452,500

Net income(loss) - December 31, 2009		-		-				-		(354,381	)		(354,381	)

Balance - December 31, 2009		11,533,333		11,533		-		1,431,067		(1,356,305	)		86,295

Net income(loss) - December 31, 2010		-		-		-		-		(90,934	)		(90,934	)

Balance - December 31, 2010		11,533,333		11,533		-		1,431,067		(1,447,239	)		(4,639	)

Shares issued/issuable in connection with acquisition of
assets		7,549,401		10,520		2,970		16,530,010		-			16,543,500

Net income(loss) - June 30, 2011		-		-		-		-		(123,750	)		(123,750	)

Balance - June 30, 2011		19,082,734	$	22,053		2,970	$	17,961,077	$	(1,570,989	)	$	16,415,111

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

SOLAR ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
UNAUDITED

													June 3, 2006
	THREE MONTHS ENDED						SIX MONTHS ENDED						(Inception)
	JUNE 30,						JUNE 30,						To June 30,
	2010			2010			2010			2010			2011

REVENUE	$	-		$	-		$	-		$	-		$	-

OPERATING EXPENSES

Professional fees		-			2,500			-			2,500			17,750
Consulting fees		-			7,952			-			67,530			1,320,749
General and administrative		-			3,215			-			20,904			108,740

Total Operating Expenses		-			13,667			-			90,934			1,447,239

Income(Loss) Before the Undernoted		-			(13,667	)		-			(90,934	)		(1,447,239	)

Interest expense		(123,750	)		-			(123,750	)		-			(123,750	)

Net Loss	$	(123,750	)	$	(13,667	)	$	(123,750	)	$	(90,934	)	$	(1,570,989	)

WEIGHTED AVERAGE NUMBER OF SHARES		13,420,683			11,533,333			13,420,683			11,533,333

BASIC AND DILUTED LOSS PER SHARE	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

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

SOLAR ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
UNAUDITED

							June 3, 2006
	SIX MONTHS ENDED						(Inception)
	JUNE 30,						To June 30,
	2011			2010			2011

CASH FLOWS FROM OPERATING ACTIVITIES
Net income(loss)	$	(123,750	)	$	(90,934	)	$	(1,570,989	)
Changes in assets and liabilities
Stock issued for services		-			-			990,000
Increase(decrease) in accounts payable
Increase in accrued interest payable		123,750			-			123,750

Cash Used In Operating Activites		-			(90,934	)		(457,239	)

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock		16,537,560			-			16,990,160
Shares issuable		3,970			-			3,970
Promissory note payable		3,300,000						3,300,000
Advances to related party		-			-			(3,210	)
Increase in note payable		-			-			7,850

Cash Provided By Financing Activities		19,841,530			-			20,298,770

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of assets		(19,841,530	)		-			(19,841,530	)

Cash Used In Investing activities		(19,841,530	)		-			(19,841,530	)

NET CHANGE IN CASH		-			(90,934	)		1

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		1			90,935			-

CASH AND CASH EQUIVALENTS - June 30	$	1		$	1		$	1

SUPPLEMENTARY INFORMATION
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

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

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.

The year end of the Company is December 31.

(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. These interim financial statements include all of the necessary adjustments in the opinion of management to make them not misleading.

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:

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 and cash equivalents, advances to a related party 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 - ADVANCES TO A RELATED PARTY

Advances to a related party are unsecured, non-interest bearing and have no fixed terms of repayment.

NOTE 3 - NOTE PAYABLE:

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

NOTE 4 - PROMISSORY NOTE PAYABLE

The promissory note bears interest at the rate of 15% per annum payable monthly in arrears and is due April 1, 2016.

NOTE 5 - CAPITAL STOCK:

The total number of shares of capital stock which the Company shall have authority to issue is seventy-five million (50,000,000) common shares with a par value of $.001. 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 March 24, 2011, the Company issued 2,000,000 shares of restricted common shares in connection with an acquisition of various assets as set out in Note 8.

On March 24, 2011 the Company contracted to issue an additional 2,970,000 of restricted common shares and 1,000,000 preferred shares in connection with the acquisition of various assets as set out in Note 8.

During the quarter ended March 30, 2011, the Company issued 5,549,401 shares of its common stock valued at $1,310,280 for the acquisition of assets from Clean Power Inc.

NOTE 6 - RECENT ACCOUNTING PRONOUNCEMENTS:

In January 2010, FASB issued ASU 2010-2, “Accounting and Reporting for Decreases in Ownership of a Subsidiary- a Scope Clarification”. ASU 2010-2 addresses implementation issues related to the changes in ownership provisions in the Consolidation—Overall Subtopic (Subtopic 810-10) of the FASB ASC, originally issued as SFAS 160, “Noncontrolling Interests in Consolidated Financial Statements”. Subtopic 810-10 establishes the accounting and reporting guidance for noncontrolling interests and changes in ownership interests of a subsidiary. An entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary. Upon deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value. The gain or loss includes any gain or loss associated with the difference between the fair value of the retained investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated. In contrast, an entity is required to account for a decrease in ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction. ASU 2010-2 is effective for the Company starting January 3, 2010. The Company expects the adoption of ASU 2010-2 will not have a material impact on the Company's results of operations or financial position.

In January 2010, FASB issued ASU 2010-6, “Improving Disclosures about Fair Measurements". ASU 2010-6 provides amendments to subtopic 820-10 that require separate disclosure of significant transfers in and out of Level 1 and Level 2 fair value measurements and the presentation of separate information regarding purchases, sales, issuances and settlements for Level 3 fair value measurements. Additionally, ASU 2010-6 provides amendments to subtopic 820-10 that clarify existing disclosures about the level of disaggregation and inputs and valuation techniques. ASU 2010-6 is effective for financial statements issued for interim and annual periods ending after December 15, 2010. The Company expects the adoption of ASU 2010-06 will not have a material impact on the Company’s results of operations or financial position.

In February 2010, FASB issued ASU 2010-9 Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements”. ASU 2010-9 amends disclosure requirements within Subtopic 855-10. An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC's requirements. ASU 2010-9 is effective for interim and annual periods ending after June 15, 2010. The Company expects the adoption of ASU 2010-06 will not have a material impact on the Company’s results of operations or financial position.

NOTE 7 – INCOME TAXES

The components of income tax (benefit) expense for the six months ended June 30, 2011 and June 30, 2010 respectively, are as follows:

	2011		2010

Federal:
Current	$	-	$	-
Deferred		-		-
		-		-

State:
Current		-		-
Deferred		-		-
		-		-
	$	-	$	-

The Company has a net operating loss carry forward to offset future taxable income of $1,570,989. Subject to current regulations, this carry forward will begin to expire in 2022. The amount and availability of the net operating loss carry forwards may be subject to limitations set forth by the Internal Revenue Code. Factors such as the number of shares ultimately issued within a three year look-back period; whether there is a deemed more than 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of the carry forwards.

The Company’s income tax expense (benefit) for the six months ended June 30, 2011 and 2010 respectively, differed from the statutory federal rate of 34 percent as follows:

	2011			2010

Statutory rate applied to loss before income taxes	$	(534,136	)	$	(492,061	)

Increase(decrease) in income taxes resulting from:

State, income taxes		-			-
Other, including reserve for deferred tax asset		534,136			492,061

Income Tax Expense	$	-		$	-

Temporary differences due to statutory requirements in the recognition of assets and liabilities for tax and financial reporting purposes, generally including such items as organizational costs, accumulated depreciation and amortization, allowance for doubtful accounts, organizational and start-up costs and vacation accruals. These differences give rise to the financial statement carrying amounts and tax bases of assets and liabilities causing either deferred tax assets or liabilities, as necessary, as of June 30, 2011 and 2010, respectively:

	June 30,
	2011			2010

Deferred tax assets
Net operating loss carry forwards	$	1,447,239		$	1,433,571
Less: valuation allowances		(1,447,239	)		(1,433,571	)

Net Deferred Tax Asset	$	-		$	-

NOTE 8 – ACQUISITION OF ASSETS

Nano CP, LLC

On March 24, 2011 the company closed a series of transactions with Nano CP, LLC, a Florida limited liability company (“Nano”), WATT Fuel Cell Corp, a New York corporation (“WATT”), and Evolution Fuel Cell, Inc., a Delaware corporation (“Evolution”) whereby the Company simultaneously acquired assets for the development of solid oxide fuel cells and created two (2) subsidiaries capitalized by the equipment and intellectual property, CP SOFC Equipment, LLC and CP SOFC IP, LLC, respectively. The subsidiaries, wholly owned by the Company, in turn, have leased the equipment to WATT and have licensed the intellectual property to WATT and Evolution, with conflicts resolved through a cross licensing agreement between WATT and Evolution. As consideration for the assets purchased from Nano, the Company has made a promissory note for three million three hundred thousand dollars ($3,300,000.00) and issued exactly one million (1,000,000) preferred shares, convertible at 100:1, common for preferred. As consideration for the leasing and licensing, the Company shall receive exactly five percent (5%) of WATT outstanding and issued shares and thirty five percent (35%) of the outstanding and issued shares of Evolution. The Company also maintains an option to purchase from WATT sixteen percent (16%) of Evolution for exactly one million one hundred two hundred fifty thousand (1,250,000) shares of the Company’s common stock, if certain triggering events occur, including the appointment of Dr. Caine Finnerty to the Board of Directors of the Company. The contract was negotiated by the Board of Directors and the valuation was set arbitrarily. The Company has valued the transaction at sixteen million three hundred thousand dollars ($16,300,000.00) based on discounts, market saturation and restrictions on the shares issued. In calculating the purchase price, the Company, sought guidance from our accountants in determining appropriate values for our restricted common stock when used as consideration in transactions and was provided with a discount range of 60%-110% based on the restricted nature of the securities (10%-20%), the impact on marketability of the unregistered nature of the securities (10%-30%), and market saturation given trading volumes (40%-60%). In this particular transaction the total applied discount was 96.94%, within the range provided by our accountants guidance.

Global Natural Energy, Ltd.

On March 24, 2011 the Company entered into a Joint Venture with Global Natural Energy, Limited, a corporation duly formed in the Republic of Cyprus (“GNE”) to develop algae farms in the United States. The Master Agreement stipulates the creation of the entity, GNE-USA, Inc., an Arkansas based company that will lead the algae production efforts, whereby the Company shall retain fifty one percent (51%) and GNE shall retain forty nine percent (49%) of the outstanding shares of the subsidiary . Said subsidiary has been created. As part of the transaction, the Company issued exactly two million (2,000,000) shares of restricted common stock of the Company. Chaim Lieberman was appointed as President of GNE-USA. The contract was negotiated by the Board of Directors and the valuation was set arbitrarily. The Company has valued the transaction at one million two hundred seventy five thousand dollars ($1,275,000) based on discounts, market saturation and restrictions on the shares issued. In calculating the purchase price, the Company, sought guidance from our accountants in determining appropriate values for our restricted common stock when used as consideration in transactions and was provided with a discount range of 60%-110% based on the restricted nature of the securities (10%-20%), the impact on marketability of the unregistered nature of the securities (10%-30%), and market saturation given trading volumes (40%-60%). In this particular transaction the total applied discount was 85%, within the range provided by our accountants guidance.

Solar Teyin, S.L.

On March 25, 2011 the Company closed an Asset Purchase Agreement with Solar Teyin, S.L., a limited liability company formed in the Kingdom of Spain (“Solar Teyin”) related to the production and distribution of portable solar lighting units. The Asset Purchase Agreement stipulates the creation of an entity to oversee the operations of all things related to the solar lighting technology. The Company shall maintain eighty percent (80%) of the subsidiary while the remaining twenty percent (20%) shall be held evenly by Mr. Joseph Keppeln and Mr. Jose Campaña. As consideration for the transaction, the company issued exactly one million five hundred thousand (1,500,000) shares to Solar Teyin, S.L. who has opted to assign the shares directly to Mr. Joseph Keppeln and Mr. Jose Campaña, equally. The contract was negotiated by the Board of Directors and the valuation was set arbitrarily. The Company has valued the transaction at nine hundred fifty six thousand two hundred fifty dollars ($956,250.00) based on discounts, market saturation and restrictions on the shares issued. In calculating the purchase price, the Company, sought guidance from our accountants in determining appropriate values for our restricted common stock when used as consideration in transactions and was provided with a discount range of 60%-110% based on the restricted nature of the securities (10%-20%), the impact on marketability of the unregistered nature of the securities (10%-30%), and market saturation given trading volumes (40%-60%). In this particular transaction the total applied discount was 85%, within the range provided by our accountants guidance.

Item 2. Management's Discussion and Analysis or Plan of Operation

Results of Operations

Three months ended June 30, 2011 vs. June 30, 2010

There was no revenue for the Three months ended June 30, 2011 and no revenue for the Three months ended June 30, 2010 and no revenue since inception June 3, 2006.

Selling, general and administrative expenses for the Three months ended June 30, 2011 were $0. As compared to $13,667 for the same period in 2010.

Interest expense for the three months June 30, 2011 was $123,750 resulting from the acquisition of certain assets and as part of the consideration, the Company gave a promissory note for $3,300,000 bearing interest at 6% per annum. There was no interest expense for the corresponding three months ended June 30, 2010.

Six months ended June 30, 2011 vs. June 30, 2010

There was no revenue for the six months ended June 30, 2011 and the for the same period for 2010. There has been no revenue since inception June 3, 2006.

Selling, general and administrative expenses for the six months ended June 30, 2011 were $0. For the Six months ended June 30, 2010 selling, general and administrative expenses were $90,934 of which $67,530 was paid to consultants.

Interest expense for the six months June 30, 2011 was $123,750 and is described above. There was no interest expense or financing costs for the six months ended June 30, 2010.

Liquidity and Capital Resources

The Company has no cash. The investigation of prospective financing candidates involves the expenditure of capital. The Company will likely have to look to management or to third parties for additional capital. There can be no assurance that the Company will be able to secure additional financing or that the amount of any additional financing will be sufficient to conclude its business objectives or to pay ongoing operating expenses.

Off-balance sheet arrangements

There are no 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 3.Controls and Procedures

As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures at the end of the period covered by this report. This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based on this evaluation, these officers have concluded that the design and operation of our disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities & Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Part II.OTHER INFORMATION

Item 1.Legal Proceedings

None

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.Defaults Upon Senior Securities

None

Item 4.Submission of Matters to a Vote of Security Holders

Not applicable.

Item 5.Other Information

None

Item 6.Exhibits

31.1		Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of the 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

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

___________

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

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

	SOLAR ACQUISITION CORP.

Date: August 22, 2011	By:	/s/ Peter Klamka
		Peter Klamka,
		Chief Executive and Principal Accounting Officer

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