UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

☑ |X| Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended September 30, ~~2012~~2013

☐ |_| Transitional Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

000-52972

Commission file number

Stalar 2, Inc.

(Name of Small Business Issuer in its charter)

Delaware	~~26-1402651~~	26-1402651
(State or other jurisdiction of	~~(I.R.S. Employer~~	(I.R.S. Employer
incorporation or organization)	Identification No.)
incorporation or organization		Identification No.)
317 Madison Avenue, Suite 1520
New York, New York	~~10017~~	10017
(Address of principal executive offices)	~~(Zip Code)~~	(Zip Code)

Issuer's telephone number: (212) 953-1544

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act:

Common Stock, $0.0001 Par Value

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in rule 405 of the Securities Act. YES ☐ [ ] NO ☑ [X]

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

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 ☑ [X] NO ☐ [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 ☑ [X] NO ☐ [ ]

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

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

☑ [X] 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 ☑ NO ☐~~Yes |X| No |_|

Stalar 2, Inc. had no revenues during its fiscal year ending September 30, ~~2012~~2013.

The aggregate market value of the Common ~~Stock~~ Stock held by non-affiliates of Stalar 2, Inc. was $1,680.00 on September 30, ~~2012~~2013.

As of December 20, ~~2012~~2013, 2,042,000 shares of the Common Stock of Stalar 2, Inc. were issued and outstanding and no shares of the Preferred Stock of Stalar 2, Inc. were issued or or outstanding.

STALAR 2, INC.

Form 10-K Report for the Fiscal Year Ended September 30, ~~2012~~2013

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	14
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	14
Item 2.	Properties	14
Item 3.	Legal Proceedings	24
PART II
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	24
Item 6.	Selected Financial Data	25
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 8.	Financial Statements and Supplementary Data	35
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	36
Item 9A.	Controls and Procedures	36
Item 9B.	Other Information	47
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	57
Item 11.	Executive Compensation	68
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	810
Item 13.	Certain Relationships and Related Transactions, and Director Independence	810
Item 14.	Principal Accountant Fees and Services	810
PART IV	~~PART IV~~
Item 15.	Exhibits, Financial Statement Schedules	911

PART I

ITEM 1. BUSINESS.

Stalar 2, Inc. ("we", "us", "our", the "Company" or the "Registrant") was incorporated in the State of Delaware on November 13, 2007. Since inception, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination and has made numerous efforts to date to identify a possible business combination. The business purpose of the Company is to seek the acquisition of, or merger with, an existing operating company.

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 past 12 months, 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.

~~Effective~~The onCompany ~~May~~does ~~30,~~not ~~2012,~~currently ~~and~~engage asin ~~reported~~any onbusiness ~~Form~~activities ~~8-K,~~that ~~filed~~provide oncash ~~June~~flow. 2,The ~~2012,~~costs of investigating and analyzing business combinations for the next ~~Company~~12 ~~terminated~~months ~~its~~and ~~Reverse~~beyond ~~Merger~~such ~~Agreement~~time will be paid with ~~Tennessee~~money ~~Materials~~in our treasury, and/or through borrowings from our stockholders, management ~~Inc~~or other investors.

On ~~June~~We ~~11,~~presently ~~2012,~~have ~~the~~no ~~Company~~employees ~~entered~~apart ~~into~~from aour ~~Reorganization Agreement (the “Reorganization Agreement”) with Low Carbon Technologies International, Inc~~management., aOur ~~British~~only ~~Columbia~~two ~~corporation~~officers ~~(“LCTI”),~~are ~~pursuant~~engaged toin ~~which~~outside ~~the~~business ~~Company~~activities ~~will acquire Low Carbon Technologies, Inc. a Wyoming corporation~~ and ~~a wholly-owned subsidiary of LCTI (“LCTI-Wyoming”) in consideration~~ ~~for~~will ~~25,200,000~~continue ~~shares of the Company’s common stock~~ to bedevote ~~delivered~~very tolimited ~~LCTI~~time ~~and 9,160,000 shares of common stock of the Company will be delivered~~ to ~~Entropy~~our ~~Partners,~~business ~~LLC,~~until ~~at closing. Further,~~ the ~~parties~~acquisition ~~acknowledged~~of ~~that~~a ~~42,000~~successful ~~shares~~business ~~held~~opportunity byhas abeen ~~total of~~identified. ~~approximately~~We 45expect ~~shareholders~~no ofsignificant ~~the~~changes ~~Company~~in ~~will remain unchanged by~~ the ~~terms~~number of ~~the~~our ~~Reorganization~~employees ~~Agreement. At~~other ~~closing,~~than ~~principals~~such ofchanges, ~~LCTI~~if ~~will~~any, beincident ~~elected~~ to ~~the~~a ~~board~~business ofcombination. ~~directors~~ ITEM ~~of the Company and the name of the Company will be changed~~1A. ~~The~~RISK ~~closing of the proposed transaction with LCTI and LCTI-Wyoming~~FACTORS. ~~shall be mutually agreed upon by the parties, but shall occur as soon as possible after the execution of the Reorganization Agreement~~ ~~and~~A ~~upon~~smaller ~~completion~~reporting ofcompany anis ~~amendment~~not required to ~~the~~provide ~~Company’s Certificate of Incorporation, and completion of~~ the ~~audited~~information ~~LCTI-Wyoming financial~~required ~~statements,~~by ~~unless~~this ~~the parties otherwise mutually agree in writing~~Item.

InITEM ~~August,~~1B ~~2012, and again~~. Unresolved inStaff ~~October, 2012, the Company and LCTI amended the Reorganization Agreement to extend the date of closing, which presently is set for December 31, 2012~~Comments.

~~Our principal business objective~~ ~~for~~A ~~the~~smaller ~~next~~reporting 12company ~~months~~is ~~and~~not ~~beyond~~required ~~such~~to ~~time~~provide ~~will be (i) achieve long-term growth potential through a combination with LCTI, or (ii) if~~ the ~~transactions~~information ~~contemplated~~required by ~~the~~this ~~Reorganization Agreement are not consummated, achieve long-term growth potential through a combination with another operating business~~Item. ~~If the latter, 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.~~

The Company does not currently engage in any business activities that provide cash flow. The costs of consummating the Reorganization Agreement, or 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.

We presently have no employees apart from our management. Our only two officers are engaged in outside business activities and will continue to devote very limited time to our business until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination with LCTI, or another target business in the event the Reorganization Agreement is not successful consummated.

ITEM 1A. RISK FACTORS.

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

ITEM 1B . Unresolved Staff Comments.

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

ITEM 2. PROPERTIES.

The Company neither rents nor owns any property. The Company utilizes the office space and equipment of Dr. Steven Fox, its President, Secretary and a director, at no cost, on a month to month basis.

ITEM 3. 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.

PART II

The Company's Common Stock is not trading on any stock exchange. The Company is not aware of any market activity in its stock since its inception and through the date of this filing.

As of December 20, ~~2012~~2013, there were approximately 51 record holders of the Company's Common Stock.

We have not paid any cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Company’s business.

As of September 30, ~~2012~~2013, we had no equity compensation arrangements or plans either approved or not approved by our stockholders. We granted no options during our fiscal year ended September 30, ~~2012~~2013 and had no options outstanding as of September 30, ~~2012~~2013. The Company has not repurchased any equity securities of the Company during the fourth quarter of the fiscal year ended September 30, ~~2012~~2013.

ITEM 6. SELECTED FINANCIAL DATA.

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

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following presentation of management's discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the Company's consolidated financial statements and the accompanying notes thereto. This section and other parts of this report contain forward-looking statements that involve risks and uncertainties. The Company's actual results may differ significantly from the results discussed in the forward-looking statements.

Overview The Company was incorporated on November 13, 2007. The Company, which is in the development stage, has had no operations during the yearly period ended September 30, 2013, nor for the period November 13, 2007 (inception) to September 30, 2013 and has no operations as of the date of this filing.

~~The~~ Continuing ~~Company~~Operations, ~~was~~Liquidity ~~incorporated~~and Capital Resources onWe ~~November~~have ~~13,~~experienced ~~2007~~losses since inception. ~~The~~General ~~Company,~~and ~~which~~administrative isexpenses inwere $20,335 for the ~~development~~fiscal ~~stage~~year ended September 30, ~~has~~2013, ~~had~~compared noto ~~operations~~$15,750 ~~during~~for the ~~yearly~~ period ~~ended~~October 1, 2011 to September 30, 2012, ~~nor~~and $102,509 for the period November 13, 2007 (inception) to September 30, ~~2012~~2013. General and ~~has~~administrative noexpenses ~~operations~~consist asprimarily of ~~the~~professional ~~date~~fees and organization expenses. We had a net loss of ~~this~~$20,335 ~~filing~~for the period October 1, 2012 to September 30, 2013. The results for the periods presented were not significantly affected by inflation.

~~Continuing~~The ~~Operations,~~Company ~~Liquidity~~does ~~and~~not ~~Capital~~currently engage ~~Resources~~in any business activities that provide cash flow.

We have experienced losses since inception. General and administrative expenses were $15,750 for the fiscal year ended September 30, 2012, compared to $20,979 for the period October 1, 2010 to September 30, 2011, and $84,137 for the period November 13, 2007 (inception) to September 30, 2012. General and administrative expenses consist primarily of professional fees and organization expenses. We had a net loss of $15,750 for the period October 1, 2011 to September 30, 2012. The results for the periods presented were not significantly affected by inflation.

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 (i) achieve long-term growth potential through a combination with LCTI or (ii) if the transactions contemplated by the Reorganization Agreement are not consummated, achieve long-term growth potential through a combination with another operating business. If the latter, 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.

The Company does not currently engage in any business activities that provide cash flow. The costs of consummating a business combination with LCTI or 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.

We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.

During the next 12 months we anticipate incurring costs related to:

a) filing of Exchange Act reports, and

b) costs relating to consummating a business combination.

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~~We ~~financial~~have ~~statements~~financed ~~are~~our activities ~~prepared~~to ~~using~~date ~~generally~~from ~~accepted~~loans ~~accounting~~from ~~principles~~our ~~applicable~~majority tostockholder. aWe ~~going~~believe ~~concern,~~we ~~which~~will ~~contemplates~~be ~~the~~able ~~realization~~to ofmeet ~~assets and~~costs ~~liquidation~~anticipated ofto ~~liabilities~~be incurred in the ~~normal~~next 12 ~~course~~months ofthrough ~~business.~~deferral Weof ~~have~~fees ~~had~~by nocertain ~~revenues~~service providers and ~~have~~additional ~~generated~~amounts, noas ~~operations. In~~necessary, ~~order~~to be loaned to ~~continue~~or asinvested in aus ~~going~~by ~~concern~~our ~~and~~stockholders, ~~achieve~~management aor ~~profitable~~other ~~level~~investors. ofThe ~~operation,~~report weof ~~will~~our ~~need,~~independent ~~among~~registered ~~other~~public ~~things~~accounting firm, ~~additional~~GZTY ~~capital~~CPA ~~resources~~GROUP, ~~and~~LLC, toon ~~develop~~our aaudited ~~consistent~~financial ~~source~~statements ofcontains ~~revenues.~~a ~~Management’s~~qualification ~~plans~~regarding ~~include~~our ~~seeking~~ability ato ~~merger~~continue ~~with~~as ana ~~existing operating~~going ~~company~~concern.

We have financed our activities to date from loans from our majority stockholder. We believe we will be able to meet costs anticipated to be incurred in the next 12 months through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. The report of our independent registered public accounting firm, MSCM LLP, on our audited financial statements contains a qualification regarding our ability to continue as a going concern.

Off-balance Sheet Arrangements

As of September 30, ~~2012~~2013, there were no off balance sheet arrangements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

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

ITEM 8. FINANCIAL STATEMENTS.

See the financial statements annexed to this annual report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

InOn ~~its~~October ~~two~~25, ~~most~~2013, ~~recent~~the ~~fiscal~~Company’s ~~years~~Board orof ~~any~~Directors ~~later~~approved ~~interim~~the ~~period~~removal of MNP, LLP (the ~~Company~~successor ~~has~~by ~~had~~merger noto ~~disagreements~~MSCM, ~~with~~LLP) ~~its~~as the Company’s independent ~~accountants~~registered public accountant and approved the appointment of Merry Tang of GTZY CPA Group, LLC (“GTZY”) as MNP, LLP’s successor.

During the Company’s previous fiscal years ended September 30, 2011 and September 30, 2012, there were no disagreements between the Company and MSCM, LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MSCM, LLP, would have caused MSCM, LLP to make reference to the subject matter of the disagreements in connection with its audit reports on the Company’s financial statements.

The Company has not engaged MNP, LLP during the Company’s most recently completed fiscal year, ended September 30, 2013, and the subsequent interim period through October 25, 2013, the date on which the Company’s Board of Directors approved the engagement of GTZY and MNP, LLP ceased being the Company’s auditors. During the Company’s past fiscal years ended September 30, 2012, and September 30, 2013 and the interim period through the approval of the engagement of GTZY, MNP, LLP did not advise the Company of any of the matters specified in Item 304(a)(1)(v) of Regulation S-K.

During the period preceding the engagement of GTZY, the Company had no consultations with GTZY regarding (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements as to which the Company received a written report or oral advice that was an important factor in reaching a decision on any accounting, auditing or financial reporting issue; or (b) any disagreements, as defined in Item 304(a)(1)(iv) of Regulation S-K.

MNP, LLP’s letter of concurrence, dated October 31, 2013 was filed as an exhibit to the Company’s report on Form 8-K, filed on November 1, 2013.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure 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.

Our Principal Executive Officer has concluded that, as of September 30, ~~2012~~2013, our disclosure controls and procedures were 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.

Management's Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act. Those rules define internal control over financial reporting as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that out receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of September 30, ~~2012~~2013 based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee on Sponsoring Organizations of the Treadway Commission and SEC guidance on conducting such assessments. Management concluded that during the period covered by this report, such internal controls and procedures were effective.

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

Changes in Internal Controls.

There have been no changes in our internal control over financial reporting that occurred during our year ended September 30, ~~2012~~2013 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

The Company’s management, including the chief executive officer and principal financial officer, does not expect that its disclosure controls or internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management’s override of the control. The design of any systems of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Individual persons perform multiple tasks which normally would be allocated to separate persons and therefore extra diligence must be exercised during the period these tasks are combined. Management is aware of the risks associated with the lack of segregation of duties at the Company due to the small number of officers currently dealing with general administrative and financial matters. Although management will periodically reevaluate this situation, at this point it considers the risks associated with such lack of segregation of duties and that the potential benefits of adding employees to segregate such duties do not justify the substantial expense associated with such increases. It is also recognized that the Company’s Board of Directors acts as its audit committee and no member of the board of directors has been designated or qualifies as a financial expert. Neither of the Directors of the Company would be deemed independent under the independence standards applicable to the Company. The Company will address these concerns at the earliest possible opportunity.

ITEM 9B. OTHER INFORMATION.

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Our officers and directors and their ages and positions are as follows:

Name	Age	Position
Steven R. Fox	59	Director, CEO/President, CFO, Secretary
Jan Fox	57	Director, Vice President

	Name Age Position Steven R. Fox 60 Director, CEO/President, CFO, Secretary
	Jan Fox 58 Director, Vice President

Steven R. Fox, DDS
Dr. Fox is a practicing dentist in New York City. Dr. Fox is a fellow in the American College of Dentistry and a fellow in the International College of Dentistry. He is a former faculty member of the Harvard School of Dental Medicine and a former officer of Harvard. In 1999 Dr. Fox was the Ernst and Young Entrepreneur of the Year. Dr. Fox is the Chairman of the Rebel Group, Inc., a privately-held company, that is involved in importing and exporting. In 1999, Dr. Fox received the Medal of Freedom from the Republican Members of the United States Senate. Since the Company's inception, Dr. Fox has been serving as the Company's CEO/President, CFO, Secretary and a member of the Board of Directors. The term of Dr. Fox’s office as both an officer and director expires at our annual meeting of stockholders or until his successors are duly elected and qualified.

Steven Fox is also the CEO/President, CFO, Secretary, member of the Board of Directors, and controlling stockholder of Stalar 1, Inc., a Delaware corporation. Dr. Fox is also the President, CEO, Secretary and Director and stockholder of Stalar 5, Inc., a Delaware corporation.

Jan Fox
During the past five years Ms. Fox has been a homemaker. In February of 2011, Ms. Fox was appointed as the Vice President and a member of the Board of Directors of the Company, for a term expiring upon her resignation or removal.

Significant Employees. None.

~~None~~Family Relationships. Steven R. Fox and Jan Fox are married.

~~Family~~Involvement ~~Relationships~~in Certain Legal Proceedings. There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past five years.

~~Steven~~Section R16(a) Beneficial Ownership Reporting Compliance. Compliance ~~Fox~~with Section 16(a) of the Securities Exchange Act of 1934 Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's officers and ~~Jan~~directors, ~~Fox~~and persons who own more than 10% of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the "Commission"). Officers, directors and greater than 10% stockholders are ~~married~~required by the Commission's regulations to furnish the Company with copies of all section 16(a) forms they file. To the Company's knowledge, based solely on a review of the copies of reports furnished to the Company during the fiscal year ended September 30, 2013, the Company's officers, directors and greater than 10% stockholders complied with all filing requirements under section 16(a).

~~Involvement~~Audit inCommittee. The ~~Certain~~Board ~~Legal~~of ~~Proceedings~~Directors acts as the Audit Committee. The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.

~~There~~Code of Ethics. We have ~~been~~adopted noa ~~events~~Code ~~under~~of ~~any~~Ethics ~~bankruptcy act,~~that noapplies ~~criminal~~to ~~proceedings~~all ~~and~~of noour ~~judgments,~~executive ~~injunctions~~officers, ~~orders~~directors orand ~~decrees~~employees. ~~material~~Our toCode ~~the evaluation~~ of Ethics codifies the ~~ability~~business and ~~integrity~~ ethical principles that govern all aspects of ~~any~~our ~~director~~business. This document will be made available in print, ~~executive~~free of ~~officer~~charge, ~~promoter~~to orany ~~control~~stockholder ~~person~~requesting ofa ~~Registrant~~copy ~~during~~in ~~the~~writing ~~past~~from ~~five~~the ~~years~~Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Compliance with Section 16(a) of the Securities Exchange Act of 1934 Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's officers and directors, and persons who own more than 10% of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the "Commission"). Officers, directors and greater than 10% stockholders are required by the Commission's regulations to furnish the Company with copies of all section 16(a) forms they file. To the Company's knowledge, based solely on a review of the copies of reports furnished to the Company during the fiscal year ended September 30, 2012, the Company's officers, directors and greater than 10% stockholders complied with all filing requirements under section 16(a).

Audit Committee.

The Board of Directors acts as the Audit Committee. The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.

Code of Ethics.

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 11. EXECUTIVE COMPENSATION.

Summary Compensation Table

As the table below indicates, none of the Company's officers or directors has received any cash remuneration since inception.

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Steven R. Fox Director, CEO/President, CFO, Secretary	2013 2012 2011 2010 2009 2008	0 0 0 0 0 0	0 0 0 0 0 0	0 0 0 0 0 0	0 0 0 0 0 0	0 0 0 0 0 0	0 0 0 0 0 0	0 0 0 0 0 0	0 0 0 0 0 0
Jan Fox Director, Vice President	2013 2012 2011	0 0 0	0 0 0	0 0 0	0 0 0	0 0 0	0 0 0	0 0 0	0 0 0

Narrative Disclosure to the Summary Compensation Table None of the Company's officers or members of the Board of Directors has received any cash remuneration since inception. Officers will not receive any remuneration until the consummation of an acquisition. No remuneration of any nature has been paid for or on account of services rendered by a director in such capacity. The Company's officers and directors intend to devote only limited amounts of time to our affairs.

None of the Company's officers or members of the Board of Directors has received any cash remuneration since inception. Officers will not receive any remuneration until the consummation of an acquisition. No remuneration of any nature has been paid for or on account of services rendered by a director in such capacity. The Company's officers and directors intend to devote only limited amounts of time to our affairs.8

It is possible that, after the Company successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain certain of our officers and directors for the purposes of providing services to the surviving entity. However, the Company has adopted a policy whereby the offer of any post-transaction employment to our management will not be a consideration in our decision whether to undertake any proposed transaction.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees. There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this item, or otherwise.

We have not entered into any employment agreement or consulting agreement with our executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers.

Although we do not currently compensate our officers, we reserve the right to provide compensation at some time in the future. Our decision to compensate officers depends on the availability of our cash resources with respect to the need for cash to further our business purposes.

Stock Option Grants We have not granted any stock options to the executive officers or directors since our inception.

We have not granted any stock options to the executive officers or directors since our inception.

Outstanding Equity Awards at Fiscal Year-End

As the table below indicates, the Company has no unexercised options, stock that has not vested, or equity incentive plan awards for our executive officers as of September 30, ~~2012~~2013. The Company has not granted any stock options to the executive officers or directors since our inception.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS						STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number Of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number Of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Steven R. Fox	-	-	-	-	-	-	-	-	-
Jan Fox	-	-	-	-	-	-	-	-	-

Compensation of Directors As the table below indicates, no compensation has been paid to our directors as of September 30, 2013.

As the table below indicates, no compensation has been paid to our directors as of September 30, 2012.

DIRECTOR COMPENSATION
Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Steven R. Fox	-	-	-	-	-	-	-
Jan Fox	-	-	-	-	-	-	-

~~Narrative Disclosure to the Director Compensation Table~~9

Narrative Disclosure to the Director Compensation Table The Company does not have any standard arrangements pursuant to which directors of the Company are compensated for services provided as a director. All directors are entitled to reimbursement for expenses reasonably incurred in attending Board of Directors' meetings. There has been no compensation paid to the Company's Directors as of the end of September 30, ~~2012~~2013.

Stock Option Plans We did not have a stock option plan in place as of September 30, 2013.

We did not have a stock option plan in place as of September 30, 2012.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of September 30, ~~2012~~2013 the number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding Common Stock of the Company.

	Amount and Nature
	of Beneficial
Name and Address	Ownership(3)	Percentage of Class

Steven R. Fox (1)
317 Madison Avenue, Suite 1520,
New York, NY 10017	2,000,000	97.94%

Jan Fox (2)
317 Madison Avenue, Suite 1520,	2,000,000	97.94%
New York, NY 10017
All Officers and Directors as a group	2,000,000	97.94%

(1) Steven R. Fox is the CEO/President, CFO, Secretary and a director of the Company. Mr. Fox holds these shares individually, however he is married to Jan Fox, and they reside in the state of New York.

(2) Jan Fox, the Vice President, and a director of the Company, is married to Steven R. Fox, and they reside in the state of New York. Mrs. Fox holds no stock of the Company, however she is the beneficial owner of shares held in Mr. Fox’s name.

(3) All shares are owned directly and of record and such stockholder has sole voting, investment, and dispositive power.

During the fiscal year ended September 30, ~~2012~~2013, Steven R. Fox, an officer and Director of the Company, has advanced funds in the aggregate amount of $815,~~731~~628 to the Company to cover cash requirements. Inclusive of the $815,~~731~~628, the aggregate principal amount of all loans made by Steven R. Fox from the Company’s inception is $5571,~~502~~130. The loans are unsecured and payable on demand with interest at the prime rate of 3.25% at September 30, 2013, and 2012.

As aforementioned, Steven R. Fox and Jan Fox, the two members of the Board of Directors, are married.

The Company utilizes the office space and equipment of its President at no cost. Management estimated such amounts to be immaterial.

Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-B.

Neither of the Directors of the Company would be deemed independent under the independence standards applicable to the Company. The Company does not have a separately designated audit, nominating or compensation committee or committee performing similar functions.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees The fees incurred for the fiscal year ending September 30, 2013 for professional services rendered by our principal accountant for the audit of our annual financial statements and review of our quarterly financial statements is approximately $1,000.

The fees incurred for the fiscal year ending September 30, 2012 for professional services rendered by our principal accountant for the audit of our annual financial statements and review of our quarterly financial statements is approximately $7,000.10

8Audit Related Fees There were no audit related fees for the fiscal years ended September 30, 2013. Audit related fees include fees for assurance and related services rendered by the principal accountant related to the audit or review of our financial statements, not included in the foregoing paragraph.

~~Audit~~Tax ~~Related~~ Fees There were no tax fees for the fiscal year ended September 30, 2013. Tax fees include fees for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning.

All Other Fees There were no ~~audit~~other ~~related fees~~professional ~~for the fiscal years ended September 30, 2012. Audit related fees include fees for assurance and related~~ services rendered by ~~the~~our principal accountant ~~related~~during to the ~~audit~~last ortwo ~~review~~fiscal ofyears ~~our~~that ~~financial~~were ~~statements,~~ not included in the ~~foregoing~~above ~~paragraph~~paragraphs.

~~Tax~~ The ~~Fees~~engagement of the Company’s independent auditor, GZTY CPA GROUP, LLC, was approved by the Company’s Board of Directors which serves as the Audit Committee. The Audit Committee does not anticipate that the Company’s auditor will provide any services other that audit services and consequently the Audit Committee has not adopted any pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X. No services described in Items 9(e)(2) through 9(e)(4) of Schedule 14A were provided by the Company’s auditors.

There were no tax fees for the fiscal year ended September 30, 2012. Tax fees include fees for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning.

All Other Fees

There were no other professional services rendered by our principal accountant during the last two fiscal years that were not included in the above paragraphs.

The engagement of the Company’s independent auditor, MSCM LLP, was approved by the Company’s Board of Directors which serves as the Audit Committee. The Audit Committee does not anticipate that the Company’s auditor will provide any services other that audit services and consequently the Audit Committee has not adopted any pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X. No services described in Items 9(e)(2) through 9(e)(4) of Schedule 14A were provided by the Company’s auditors.

PART IV

ITEM 15. EXHIBITS, FINANCIALS STATEMENTS, FINANCIAL STATEMENT SCHEDULES.

(a)(1) FINANCIAL STATEMENTS. The following financial statements are included in this report:

Title of Document		Page
Report of Independent Registered Public Accounting Firm		F-1
Balance Sheets		F-2
Statements of Operations		F-3
Statements of Cash Flows		F-4
Statement of Changes in Stockholders' Deficit		F-5
Notes to Financial Statements		F-6 to F-9

(a)(2) FINANCIAL STATEMENT SCHEDULES. The following financial statement schedules are included as part of this report: None.

(a)(3) EXHIBITS. The following exhibits are included as part of this report:

Exhibit Number	Title of Document
3.1	Articles of Incorporation (1)
3.1(i)	Certificate of Correction to Certificate of Incorporation(1)
3.2	Bylaws (1)
14.1	Code of Ethics (2)
23.1	Consent of MSCM LLP
16.1	Letter from MNP, LLP, Certified Public Accountants, dated October 30, 2013, regarding statements included in Form 8-K, filed November 1, 2013. (3)
23.1	Consent of GZTY CPA GROUP, LLC
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of 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

(1) Incorporated by reference from the Company's registration statement on Form 10-SB filed on December 12, 2007.

(2) Incorporated by reference from the Company's Quarterly Report on Form 10-Q filed on May 7, 2009.

9(3) Incorporated by reference from the Company's Special Report on Form 8-K filed on November 1, 2013.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 2, INC.

Dated: December 2130, ~~2012~~2013 By /s/ Steven R. Fox Steven R. Fox, President

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

By /s/Steven R. Fox
Steven R. Fox
CEO, CFO, President and Secretary

Dated: December 2130, ~~2012~~2013

1012

STALAR 2, INC.

(A Development Stage Company)

INDEX TO FINANCIAL STATEMENTS

PERIOD FROM NOVEMBER 13, 2007 (Inception) TO SEPTEMBER 30, ~~2012~~2013


	Page
	No.

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-1

Balance Sheets	F-2

Statements of Operations	F-3

Statements of Cash Flows	F-4

Statement of Changes in Stockholders’ Deficit	F-5

Notes to Financial Statements	F-6 - F-9

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Stalar 2, Inc. (A Development Stage Company)

We have audited the accompanying ~~balance~~ ~~sheets~~balance sheet of Stalar 2, Inc. (the “Company”) as of September 30, ~~2012 and 2011~~2013, and the related statements of operations, ~~changes in~~ stockholders’ ~~deficit~~equity and cash flows for the ~~years~~year ~~then~~ ended ~~and for the period from November 13, 2007 (Inception) to~~ September 30, ~~2012~~2013. The ~~Company’s~~ management of Stalar 2, Inc. is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance ~~with~~ with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The ~~Company~~company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the ~~Company~~company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial ~~statements~~ statements referred to above present fairly, in all material respects, the financial position of ~~the~~Stalar ~~Company~~2, Inc. as of September 30, ~~2012 and 2011~~2013, and the results of its operations and its cash flows for the ~~years~~year ~~then~~ ended ~~and~~September ~~for the period from November 13~~30, ~~2007 (Inception) to September 13~~2013, ~~2012~~ in conformity with accounting principles generally accepted in the United States of America.

The ~~accompanying~~ financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note A to the financial statements, ~~the~~ ~~Company has never generated revenue and is unlikely to generate earnings in~~ the ~~immediate~~Company’s orlosses ~~foreseeable~~from ~~future.~~operations ~~These conditions~~ raise substantial doubt asabout toits ~~the~~ ability ~~of the Company~~ to continue as a going concern. ~~Management’s~~The ~~plans in regards to these matters are described in Note A. These~~ financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Signed:~~/s/ ~~“MSCM~~GZTY ~~LLP”~~CPA ~~Toronto~~GROUP, ~~Ontario December 21, 2012~~LLC

-----------------------

GZTY CPA GROUP, LLC

Metuchen, NJ 08840

December 21, 2013

F-1

STALAR 2, INC.

(A Development Stage Company)

BALANCE SHEETS

SEPTEMBER 30, ~~2012~~2013 AND ~~2011~~2012

	2012			2011
	2013			2012
ASSETS
Current assets
Cash	$	~~127~~183		$	4127
Total current assets	$	183		$	127
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	2629,~~882~~682		$	1926,~~740~~882
Loan payable – President		55,502			46,771
Due to related party – loan payable to President		71,130			55,502
Total current liabilities		82100,~~384~~812			6682,~~511~~384
Total liabilities		100,812			82,384
Stockholders’ deficit
Preferred stock - $0.0001 par value; 25,000,000 shares authorized; none issued or outstanding		—			—
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; 2,042,000 issued and outstanding		204			204
Additional paid-in capital		1,676			1,676
Deficit accumulated during the development stage		(84102,~~137~~509	)		(6884,~~387~~137	)
Total stockholders’ deficit		(82100,~~257~~629	)		(6682,~~507~~257	)
	$	~~127~~183		$	4127

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

F-2

STALAR 2, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

							November 13, 2007
	Year Ended			Year Ended			(Inception) to
	September 30, 2012			September 30, 2011			September 30, 2012
	September 30,			September 30,			September 30,
	2013			2012			2013
Revenues	$	—		$	—		$	—
General and administrative expenses
Professional fees		1317,~~364~~677			1913,~~296~~364			7491,~~203~~880
Organization costs		—			—			3,441
Interest expense		1,~~641~~963			1,~~358~~641			46,~~578~~541
Sundry		~~745~~695			~~325~~745			12,~~915~~610
		15,750			20,979			84,137
		20,335			15,750			104,472
Net loss	$	(1520,~~750~~335	)	$	(2015,~~979~~750	)	$	(84104,~~137~~472	)
Loss per common share:
basic and diluted	$	(0.~~008~~010	)	$	(0.~~010~~008	)
Weighted average number of common shares outstanding, basic and diluted		2,042,000			2,042,000
Weighted average number of common shares outstanding,
basic and diluted		2,042,000			2,042,000

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

F-3

STALAR 2, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

							November 13, 2007
	Year Ended			Year Ended			November 13, 2007
	Year Ended			Year Ended			(Inception) to
	September 30,			September 30,			(Inception) to
	September 30, 2012			September 30, 2011			September 30, 2012
	2013			2012			September 30, 2013
Cash flows from operating activities:
Net loss	$	(1520,~~750~~335	)	$	(2015,~~979~~750	)	$	(84104,~~137~~472	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		—			—			780
Increases (decreases) in cash flows from operating activities resulting from changes in:
Increases in cash flows from operating activities resulting from changes in:
Accounts payable and accrued expenses		(54,~~358~~763	)		67,~~016~~142			1431,~~382~~645
Escrow deposits		12,500			—			12,500
Net cash used in operating activities		(15,572	)		(8,608	)		(72,047	)
Net cash used in operating activities		(8,608	)		(14,963	)		(56,475	)
Cash flows from financing activities:
Proceeds from issuance of common stock		—			—			1,100
Loans from President		815,~~731~~628			148,~~790~~731			5571,~~502~~130
Net cash provided by financing activities		815,~~731~~628			148,~~790~~731			5672,~~602~~230
Net increase (decrease) in cash		~~123~~56			~~(173~~123	)		~~127~~183
Cash, beginning of period		4127			~~177~~4			—
Cash, end of period	$	~~127~~183		$	4127		$	~~127~~183
Supplemental cash flow information:
Non-cash financing activities:
Common Stock issued for services	$	—		$	—		$	780

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

F-4

STALAR 2, INC.

(A Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

							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 $0.0001		2,000,000		200		—		—			200
Net loss for the period		—		—		—		(12,293	)		(12,293	)
Balance, September 30, 2008		2,000,000		200		—		(12,293	)		(12,093	)
Shares issued for cash, at $.04 per share		22,500		2		898		—			900
Net loss for the year		—		—		—		(20,999	)		(20,999	)
Balance, September 30, 2009		2,022,500		202		898		(33,292	)		(32,192	)
Shares issued for services, valued at $.04 per share		19,500		2		778		—			780
Net loss for the year		—		—		—		(14,116	)		(14,116	)
Balance, September 30, 2010		2,042,000		204		1,676		(47,408	)		(45,528	)
Net loss for the year		—		—		—		(20,979	)		(20,979	)
Balance, September 30, 2011		2,042,000		204		1,676		(68,378	)		(66,507	)
Net loss for the year		—		—		—		(15,750	)		(15,750	)
Balance, September 30, 2012		2,042,000	$	204	$	1,676	$	(84,137	)	$	(82,257	)
Net loss for the year		—		—		—		(20,335	)		20,335	)
Balance, September 30, 2013		2,042,000	$	204	$	1,676	$	(104,472	)	$	(102,591	)

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

F-5

STALAR 2, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2012~~2013

NOTE A – NATURE OF BUSINESS AND BASIS OF PRESENTATION

~~Stalar~~Organization ~~2, 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 on June 11, 2012 entered into a Reorganization Agreement, see Note H.

Stalar 2, 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 in obtaining initial financing however, all agreements have been terminated, see Note H.

Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States 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 B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation – Development Stage Company

The Company has not earned any revenue since its inception. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Company” as set forth in the FASB Codification Topic 915. Among the disclosures required by the FASB Codification Topic 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.

Accounting Method

The Company’s financial statements are prepared using the accrual method of accounting.

Estimates

The preparation of financial ~~statements~~ statements in conformity with generally accepted accounting principles ~~(“GAAP”)~~ in the United States of America requires management to 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.

~~Income~~Cash ~~Taxes~~and Cash Equivalents

~~Income~~Cash ~~taxes are~~balances ~~calculated~~in ~~using~~banks ~~the asset and liability method, under which deferred tax assets and liabilities~~ are ~~recorded based on the~~insured ~~difference~~by ~~between~~ the ~~financial~~Federal ~~statement~~Deposit ~~and~~Insurance ~~tax~~Corporation ~~basis~~subject ~~of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected~~ to ~~reverse~~certain limitations. InAt ~~assessing the realizability of deferred tax assets~~times, ~~management~~balances ~~considers~~may ~~whether it~~exceed isinsured ~~more likely than not that some portion or all of the deferred tax assets will not be realized~~limits. ~~The~~For purposes ~~ultimate realization~~ of ~~deferred~~ ~~tax assets is primarily dependent upon~~ the ~~generation~~statement of ~~future~~cash ~~taxable~~flows, ~~income during~~ the ~~periods~~Company inconsiders ~~which~~all ~~those~~highly ~~temporary differences~~liquid ~~become~~investments ~~deductible.~~with Ina ~~determining~~maturity ~~the future tax consequences~~ of ~~events~~three ~~that~~months ~~have been recognized in the Company’s~~or ~~financial~~less ~~statements~~when orpurchased ~~tax~~to ~~returns,~~be ~~judgment~~cash ~~is required~~equivalents.

F-6

STALAR 2, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2012~~2013

(Continued)

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income ~~taxes (continued)~~Taxes

Income taxes are calculated using the asset and liability method, under which deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is primarily dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. In determining the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns, judgment is required.

Interest and penalties related to unrecognized tax benefits will be recognized in the financial statements as a component of the income tax provision. Significant judgment is required to evaluate uncertain tax positions. The Company will evaluate its uncertain tax positions on a quarterly and annual basis. The evaluations are based upon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the course of audits and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in the Company’s income tax expense in the period in which the change is made.

Cash and Cash Equivalents

Cash balances in banks are insured by the Federal Deposit Insurance Corporation subject to certain limitations. At times, balances may exceed insured limits. For purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

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.

Fair Value Measurements

GAAP defines fair value, provides guidance for measuring fair value and requires certain disclosures. GAAP utilizes a fair value hierarchy which is categorized into three levels based on the inputs to the valuation techniques used to measure fair value. These principles discuss valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flows) and the cost approach (cost to replace the service capacity of an asset or replacement cost). These principles provide for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1:

Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2:

Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs that reflect the Company's assumptions.

F-7

STALAR 2, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2012~~2013

(Continued)

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, accounts payable and accrued expenses and loan payable – President. The carrying value approximates fair value due to the short maturity of these instruments.

NOTE C - PREFERRED STOCK

The Company’s Certificate of Incorporation authorizes the issuance of up to 25,000,000 shares of preferred stock. As of September 30, ~~2012~~2013 and ~~2011~~2012, there was no preferred stock outstanding. The Board of Directors, without the requirement of shareholder approval, can issue preferred shares with dividend preferences, liquidation, conversion, voting and other rights which could adversely affect the voting power or other rights of the holders of common stock.

NOTE D – INCOME TAXES

As of September 30, ~~2012~~2013 there are loss ~~carryforwards~~ carryforwards for Federal income tax purposes of approximately $86104,000, available to offset future taxable income. The carry forwards ~~begin~~ begin to expire in ~~2028~~2029. The Company does not expect to incur a Federal income tax liability in the foreseeable future. As of September 30, ~~2012~~2013 and ~~2011~~2012 the Company had a deferred tax asset amounting to approximately $2936,000 and $2429,~~600~~000, respectively. Realization of deferred tax assets is dependent on future earnings, if any, the timing and amount of which is uncertain. Accordingly, the deferred tax asset has been fully offset by a valuation allowance of the same amount.

Certain provisions of the tax law may limit net operating loss carry forwards available for use in any given year in the event of a significant change in ownership.

Federal and state income tax returns for years prior to ~~2009~~2010 are no longer subject to examination by tax authorities.

NOTE E – RECENT ACCOUNTING PRONOUNCEMENTS

Recent pronouncements issued by FASB or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.

NOTE F - RELATED PARTY BALANCES AND TRANSACTIONS

Equity Transaction

In November 2007, the Company issued 2,000,000 shares of common stock to Steven R. Fox, President and a director, for total proceeds of $200.

Due to Related Party - Loan Payable to President

Steven R. Fox, President and a director of the Company, 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 of 3.25% at September 30, 2013 and 2012.

F-8

STALAR 2, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2012~~2013

(Continued)

NOTE F - RELATED PARTY BALANCES AND TRANSACTIONS (continued)

Loan Payable - President

NOTE G – EQUITY TRANSACTIONS

In January 2009, the Company issued 22,500 shares of common stock to unrelated parties at a per share price of $.04, pursuant to a common stock offering, for total cash proceeds of $900.

In January 2010, the Company issued 19,500 shares of common stock for services valued at $.04 per share, for a total value of $780.

NOTE H - REORGANIZATION AGREEMENT

The Company previously entered into a Reverse Merger Agreement with Tennessee Materials, Inc. on September 28, 2011. Effective May 30, 2012, the Company elected to terminate this agreement with Tennessee Materials, Inc.

On June 11, 2012, the Company entered into a Reorganization Agreement (“Agreement”) with Low Carbon Technologies International, Inc., a British Columbia corporation (“LCTI”) and a consulting and management agreement with Entropy Partners LLC.

Pursuant to the Agreement, (a) the Company will approve the increase in the authorized capital stock of the Company from 75,000,000 shares of common stock to 300,000,000 with the existing 25,000,000 shares of preferred stock, (b) the Company will acquire 100% of Low Carbon Technologies, Inc. a Wyoming corporation, a wholly-owned subsidiary of LCTI, (c) LCTI will acquire approximately 70% interest in the securities of the Company, and (d) Entropy Partners LLC will acquire approximately a 26.5% interest in the securities of the Company. At closing, 25,200,000 shares of common stock of the Company will be delivered to LCTI and 9,160,000 shares of common stock of the Company will be delivered to Entropy Partners LLC. The parties acknowledge that 42,000 shares held by a total of approximately 45 shareholders of the Company remain unchanged by the terms of this Agreement. The principals of LCTI will be elected to the board of directors of the Company and the name of the Company will be changed.

~~NOTE~~On IDecember –28, ~~SUBSEQUENT~~2012, ~~EVENT~~the Company and LCTI, pursuant to an amendment of the Agreement, extended the closing date until January 31, 2013. LCTI was not able to consummate the provisions of the Agreement on January 31, 2013, and no extension of the Agreement was being negotiated. Accordingly, the Company has elected to terminate the Agreement, effective January 31, 2013.

On October 25, 2012, the Company and LCTI, pursuant to an amendment of the Agreement, extended the closing date until December 31, 2012.

F-9

Filing Compare · Stalar 2, Inc.