SOLAR ACQUISITION CORP. - FORM 10-Q

Attached files

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

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 September 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 of incorporation or organization)		(IRS Employer 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 November 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	3
	Balance Sheet as of September 30, 2011 (unaudited)	3
	Statement of Operations for the Nine months ended September 30, 2011 and 2010 and from inception (June3, 2006) to September 30, 2011(unaudited)	4
	Statement of Stockholders’ Deficit from inception (June 3, 2006) to September 30, 2011(unaudited)	5
	Statements of Cash Flows for the Nine months ended September 30, 2011 and 2010 and from Inception(June 3, 2006) to September 30, 2011(unaudited)	6
	Notes to Interim Financial Statements (unaudited)	7

Item 2.	Management's Discussion and Analysis or Plan of Operation
Item 3.	Controls and Procedures	13

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Submission of Matters to a Vote of Security Holders	14
Item 5.	Other Information	14
Item 6.	Exhibits	14

	SIGNATURES	15

SOLAR ACQUISITION CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

	September 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	$	4,650		$	-
Accrued interest payable		173,250			-
Promissory note payable		3,300,000
Note payable		7,850			7,850

TOTAL LIABILITIES		3,485,750			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		(1,625,139	)		(1,447,239	)

Total Stockholder Equity(Deficit)		16,358,991			(4,639	)

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

SOLAR ACQUISITION CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

UNAUDITED

												June 3, 2006
	THREE MONTHS ENDED					NINE MONTHS ENDED						(Inception)
	SEPTEMBER 30,					SEPTEMBER 30,						To September
	2011			2010		2011			2010				30, 2011

REVENUE	$	-		$	-	$	-		$	-		$	-

OPERATING EXPENSES

Professional fees		4,650			-		4,650			2,500			22,400
Consulting fees		-			-		-			67,530			1,320,749
General and administrative		-			-		-			20,904			108,740

Total Operating Expenses		4,650			-		4,650			90,934			1,451,889

Income(Loss) Before the Undernoted		(4,650	)		-		(4,650	)		(90,934	)		(1,451,889	)

Interest expense		(49,500	)		-		(173,250	)		-			(173,250	)

Net Loss	$	(54,150	)	$	-	$	(177,900	)	$	(90,934	)	$	(1,625,139	)

WEIGHTED AVERAGE NUMBER OF SHARES		15,308,034			11,533,333		15,308,034			11,533,333

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

SOLAR ACQUISITION CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDER EQUITY

FROM DECEMBER 31, 2008 TO SEPTEMBER 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) - September 30, 2011		-		-		-		-		(177,900	)		(177,900	)

Balance - September 30, 2011		19,082,734	$	22,053		2,970	$	17,961,077	$	(1,625,139	)	$	16,360,961

SOLAR ACQUISITION CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

UNAUDITED

							June 3, 2006
	NINE MONTHS ENDED						(Inception)
	SEPTEMBER 30,						To June 30,
	2011			2010			2011

CASH FLOWS FROM OPERATING ACTIVITIES
Net income(loss)	$	(177,900	)	$	(90,934	)	$	(1,625,139	)
Changes in assets and liabilities
Stock issued for services		-			-			990,000
Increase(decrease) in accounts payable		4,650			-			4,650
Increase in accrued interest payable		173,250			-			173,250

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	$	-		$	-		$	-

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 6% 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 December 2010, the Financial Accounting Standards Board (“ FASB”) issued Accounting Standards Update (“ASU”) 2010-28, “Intangible – Goodwill and Other (Topic 350): When to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts.” This update requires an entity to perform all steps in the test for a reporting unit whose carrying value is zero or negative if it is more likely than not (more than 50%) that a goodwill impairment exists based on qualitative factors, resulting in the elimination of an entity’s ability to assert that such a reporting unit’s goodwill is not impaired and additional testing is not necessary despite the existence of qualitative factors that indicate otherwise. These changes became effective for the Company beginning January 1, 2011. The adoption of this ASU did not have a material impact on the Company’s financial statements.

In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of supplementary pro forma information for business combinations.” This update changes the disclosure of pro forma information for business combinations. These changes clarify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. Also, the existing supplemental pro forma disclosure requirements were expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. These changes which became effective for the Company beginning January 1, 2011 have not had an impact on the Company’s disclosures but may impact disclosures for future business combinations depending on acquisitions that are made in such periods.

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” (“ASU 2011-04”). This guidance contains certain updates to the fair value measurement guidance as well as enhanced disclosure requirements. The most significant change in disclosures is an expansion of the information required for “Level 3” measurements, including enhanced disclosure for: (1) the valuation processes used by the reporting entity; and (2) the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs, if any. The provisions of this update are effective for interim and annual periods beginning on or after December 15, 2011, with early adoption prohibited. The Company’s adoption of this standard is not expected to have a significant impact on the Company’s fair value measurements, financial condition, results of operations or cash flows.

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income.” This update requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. These changes will be effective for the first quarter filing of 2012. The adoption of this update will change the manner in which the Company presents comprehensive income in the future.

In September 2011, the FASB issued ASU 2011-08, “Intangibles – Goodwill and Other (Topic 350), Testing Goodwill for Impairment.” This update provides companies with the option to perform a qualitative assessment to determine whether it is more likely than not (a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. If, after assessing updated qualitative factors, a company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it

NOTE 7 – INCOME TAXES

The components of income tax (benefit) expense for the nine months ended September 30, 2011 and September 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 $1,625,139. 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 nine months ended September 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	$	(552,547	)	$	(492,061	)

Increase(decrease) in income taxes resulting from:

State, income taxes		-			-
Other, including reserve for deferred tax asset		552,547			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 September 30, 2011 and 2010, respectively:

	September 30,
	2011			2010

Deferred tax assets
Net operating loss carry forwards	$	1,625,139		$	1,447,239
Less: valuation allowances		(1,625,139	)		(1,447,239	)

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 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.

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

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.

Results of Operations

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

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

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

Interest expense or financing costs for the Three months ended September 30, 2011 was 49,500 and $0 Three months ended September 30, 2010 and $49,500 since inception June 3, 2006.

Nine months ended September 30, 2011 vs. September 30, 2010

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

Selling, general and administrative expenses for the nine months ended September 30, 2011 were $0. As compared to $20,904 for the same period in 2010.

Interest expense or financing costs for the Nine months ended September 30, 2011 $173,250 and $0 the Nine months ended September 30, 2010 and $173,250 since inception June 3, 2006.

Liquidity and Capital Resources

The Company has little cash. The investigation of prospective financing candidates involves the expenditure of capital. The Company will likely have to look to Mr. Klamka 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.

November 10, 2011	By:	/s/ Peter Klamka
		Peter Klamka, Chief Executive and
		Principal Accounting Officer

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