UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

~~For~~QUARTERLY ~~the~~REPORT ~~quarterly~~UNDER ~~period~~SECTION ~~ended~~13 ~~September~~OR ~~30,~~15(d) ~~2011~~OF THE SECURITIES EXCHANGE ACT OF 1934

oFor ~~TRANSITION~~the ~~REPORT~~quarterly ~~UNDER~~period ~~SECTION~~ended 13March OR31, ~~15(d) OF THE EXCHANGE ACT~~2012

[ ]

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.)

Florida

20-5080271

(State or other jurisdiction

(IRS Employer

of incorporation or organization)

Identification No.)

215 Dino Drive, Ann Arbor, MI 48103

(Address of principal executive offices)

734-320-7628

(Issuer's telephone number)

N/A

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x [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[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~~May 107, ~~2011 11~~2012 22,~~541~~503,~~000~~501–shares of common stock

Transitional Small Business Disclosure Format (check one): Yes o [x ] 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

Page

Number

PART I.

FINANCIAL INFORMATION

~~BALANCE~~Item ~~SHEETS~~1.

	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

Financial Statements

~~SOLAR~~Balance ~~ACQUISITION~~Sheet ~~CORP.~~as of March 31, 2012 (unaudited)

~~UNAUDITED~~2

												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	)

Statement of Operations for the Three months ended March 31, 2012 and

2011 and from inception (June3, 2006) to March 31, 2012 (unaudited)

~~(UNAUDITED)~~Statement of Stockholders’ Deficit from December 31, 2009 to

							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

March 31, 2012 (unaudited)

~~SOLAR~~Statements ~~ACQUISITION~~of ~~CORP.~~Cash Flows for the Three months ended March 31, 2012 and 2011 and

~~UNAUDITED~~ from Inception(June 3, 2006) to March 31, 2012 (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	$	-		$	-		$	-

Notes to Interim Financial Statements (unaudited)

Item 2.

Management's Discussion and Analysis or Plan of Operation

Item 3.

Controls and Procedures

PART II.

OTHER INFORMATION

Item 1.

Legal Proceedings

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Submission of Matters to a Vote of Security Holders

Item 5.

Other Information

Item 6.

Exhibits

SIGNATURES


Solar Acquisition Corp.
(A Development Stage Enterprise)
Balance Sheets
		March 31,	December 31,
		2012	2011
		(Unaudited)	(Audited)
ASSETS
Current Assets
	Cash and cash equivalents	$ 1	$ 1
	Other current assets	-	-
Total Current Assets		1	1
Property and equipment, net of accumulated
	depreciation of $1,145 and $916 respectively	3,433	3,662
Intangible assets, net of accumulated
	amortization of $772,792 and $606,117 respectively	5,894,208	6,060,883
	TOTAL ASSETS	$ 5,897,642	$ 6,064,546

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
	Accounts payable	$ 1,104	$ 5,754
	Accrued interest	564,503	440,753
	Due to shareholder	10,140	4,640
	Derivative liability	900,100	900,100
Total Current Liabilities		1,475,847	1,351,247

	Promissory note payable	3,300,000	3,300,000
	TOTAL LIABILITIES	4,775,847	4,651,247

Stockholders' Equity
Preferred stock: 1,000,000 authorized; $0.001 par value
	1,000,000 and 1,000,000 shares issued and outstanding	1,000	1,000
Common stock: 100,000,000 authorized; $0.001 par value
	22,503,501 and (December 31, 2011 -22,503,50)1shares issued and outstanding)	22,504	22,504
Additional paid in capital		565,253,036	565,253,036
Accumulated deficit during development stage		(564,154,745)	(563,863,241)
Total Stockholders' Equity		1,121,795	1,413,299
	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 5,897,642	$ 6,064,546

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


Solar Acquisition Corp.
(A Development Stage Enterprise)
Statements of Operations
		(Unaudited)
				June 3, 2006
		For the Three Months Ended		(inception)
		March 31,		March 31,
		2012	2011	2012
Revenues		$ -	-	$ -
Operating Expenses
	Stock based compensation	-	-	11,043,335
	Consulting	-	-	330,749
	Professional	830	-	24,230
	General and administrative	20	-	108,864
	Depreciation and amortization	166,904	-	773,937
	Impairment of assets	-	-	550,409,027
	Total operating expenses	167,754	-	562,690,142
Net loss from operations		(167,754)	-	(562,690,142)
Other income (expense)
	Interest expense	(123,750)	-	(564,503)
	Change in derivative	-	-	(900,100)

Net loss before income taxes		(291,504)	-	(564,154,745)
	Income taxes	-		-
Net loss		$ (291,504)	$ -	$ (564,154,745)
Basic and diluted loss per share		$ (0.01)	$ -
Weighted average number of
	shares outstanding	22,503,501	12,749,640


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


Solar Acquisition Corp.
(A Development Stage Enterprise)
Statement of Stockholders' Equity
From December 31, 2009 to March 31, 2012
		Unaudited)				Accumulated
					Additional	Deficit
	Preferred Stock		Common Stock		Paid in	Development
	Shares	Amount	Shares	Amount	Capital	Stage	Total

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

Net loss						(90,934)	(90,934)

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

Issuance of stock:
- for services			2,010,667	2,011	10,051,324		10,053,335
- for acquisition of Clean Power, January 2011			5,459,501	5,460	26,200,145		26,205,605
- for acquisition of Nano, February 2011	1,000,000	1,000		-	509,999,000		510,000,000
- for acquisition of GNE, March 2011			2,000,000	2,000	9,998,000		10,000,000
- for acquisition of Solar Teyin, March 2011			1,500,000	1,500	7,573,500		7,575,000

Net loss						(562,416,002)	(562,416,002)

Balance, December 31, 2011	1,000,000	1,000	22,503,501	22,504	565,253,036	(563,863,241)	1,413,299

Net loss - March 31, 2012	-	-	-	-	-	(291,504)	(291,504)

Balance - March 31, 2012	1,000,000	$ 1,000	22,503,501	$ 22,504	$ 565,253,036	$(564,154,745)	$ 1,121,795



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


Solar Acquisition Corp.
(A Development Stage Enterprise)
Statements of Cash Flows
	(Unaudited)
				June 3, 2006
				(inception)
		For The Three Months Ended		through
		March 31,		March 31,
		2012	2011	2012
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss	$ (291,504)	$ -	$ (564,154,745)
	Adjustment to reconcile net loss to net
	cash provided by operations:
	Depreciation and amortization	166,904	-	773,937
	Common stock issued for services	-		11,043,335
	Impairment of assets purchased	-		550,409,027
	Change in derivative liability	-		900,100
	Accounts payable	(4,650)	-	1,104
	Accrued interest	123,750	-	564,503
	Net Cash Used in Operating Activities	(5,500)	-	(462,739)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchased of assets	-	(19,841,530)	-
	Net Cash Used in Investing Activities	-	(19,841,530)	-
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from issuance of notes payable	-	-	-
	Payments of principle on notes payable	-	-	-
	Promissory note payable	-	3,300,000	-
	Related party advances	5,500	-	10,140
	Issuance of common stock	-	16,541,530	452,600
	Net Cash Provided by Financing Activates	5,500	19,841,530	462,740
Net increase (decrease) in cash and cash equivalents			-	1
Cash and cash equivalents, beginning of period		1	1	-
Cash and cash equivalents, end of period		$ 1	$ 1	$ 1
Supplemental Cash Flow Information
	Cash paid for interest	$ -	$ -	$ -
	Cash paid for taxes	$ -	$ -	$ -

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

SOLAR ACQUISITION CORP.

(A Development Stage ~~Company~~Enterprise)

NOTES TO FINANCIAL STATEMENTS

~~NOTE~~For 1the -Three ~~ORGANIZATION~~Months ~~AND~~Ended ~~SUMMARY~~March OF31, ~~SIGNIFICANT~~2012 ~~ACCOUNTING~~and ~~POLICIES:~~2011

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. In ~~These~~the opinion of management, these interim financial statements include all of the necessary adjustments to make them not misleading. The financial statements have, in ~~the~~management's opinion, been properly prepared within the framework of ~~management~~the tosignificant ~~make~~accounting ~~them~~policies ~~not~~summarized ~~misleading.~~below:

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, ~~accordingly,~~the Company is fully dependent on 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~~statements 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. Dilutive ~~The~~instruments ~~Company~~include ~~does~~convertible ~~not~~preferred ~~have~~shares ~~any~~which ~~potentially~~represents ~~dilutive~~an ~~instruments~~additional 100,000,000 common stock, if converted.



	(g)	Fair Value of Financial Instruments:

The ~~carrying~~Company ~~value~~applied ofASC ~~cash~~820 for all non-financial assets and ~~cash~~liabilities ~~equivalents,~~measured ~~advances~~at tofair value on a ~~related~~non-recurring ~~party~~basis. Fair value estimates are based upon certain market assumptions and ~~accrued~~pertinent ~~expenses~~information ~~approximates~~available ~~fair~~to management as of March 31, 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term ~~period~~nature of ~~time~~these ~~to maturity~~instruments. ~~The~~These ~~note~~financial instruments include accounts payable, ~~approximates~~accrued expenses and derivative liability. The fair value of the Company’s notes payable is estimated based on ~~market~~current rates ~~available~~that towould ~~the~~be ~~Company~~available for ~~financing~~debt ~~with~~of similar terms which is not significantly different from its stated value.

~~NOTE~~(h) 2 Long-Lived ~~ADVANCES TO A RELATED PARTY~~Assets:

~~Advances~~Property toand aequipment ~~related~~is ~~party~~stated ~~are~~at ~~unsecured,~~cost. Depreciation ~~non~~is computed by the straight-~~interest~~line ~~bearing~~method over estimated useful lives (5 years). Intellectual property assets are stated at their fair value acquisition cost. Amortization of intellectual property assets is calculated by the straight line method over their estimated useful lives (10 years). Historical costs are reviewed and ~~have~~evaluated nofor ~~fixed~~their ~~terms~~net realizable value of ~~repayment~~the assets. The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the

~~NOTE~~depreciation 3and ~~- NOTE~~amortization ~~PAYABLE:~~period or the unamortized balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of property and equipment existed at March 31, 2012.

~~Notes~~Long-lived ~~payable~~assets ~~from~~such aas ~~related~~property, ~~party~~equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is ~~unsecured~~determined based on estimates of future cash flows, ~~non~~market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-~~interest~~lived ~~bearing~~asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and ~~has~~fair novalue ~~fixed~~of ~~terms~~the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of ~~repayment~~the assets. The Company recognized an impairment loss from acquisition of intangible property as the difference in the fair value of the compensation (shares issued) were believed to be greater than the future discounted cash flows that could be determined with reliable positive evidence, as assumptions for the values issued in the exchange were based on certain future events which may not be fulfilled.

~~NOTE~~(i) 4Stock -Based ~~PROMISSORY NOTE PAYABLE~~Compensation:

The ~~promissory~~Company ~~note~~issues ~~bears~~restricted ~~interest~~stock to consultants for various services. Cost for these transactions are measured at the ~~rate~~fair value of 6%the ~~per~~consideration ~~annum~~received ~~payable~~or ~~monthly~~the infair ~~arrears~~value ~~and~~of the equity instruments issued, whichever is ~~due~~more ~~April~~reliably 1measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. Stock compensation for the periods presented were issued to consultants for past services provided, ~~2016~~accordingly, all shares issued are fully vested, and there is no unrecognized compensation associated with these transactions.

8(j) Recent Accounting Pronouncements:

~~NOTE~~From 5time -to ~~CAPITAL~~time, ~~STOCK:~~new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

~~The~~In ~~total~~May ~~number~~2011, ofthe ~~shares~~FASB ofissued ~~capital~~ASU ~~stock~~No. 2011-04, ~~which~~“Fair ~~the~~Value ~~Company~~Measurement ~~shall~~(Topic ~~have~~820): ~~authority~~Amendments to ~~issue~~Achieve isCommon ~~seventy-five~~Fair ~~million~~Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (~~50,000,000~~ASU 2011-04). ~~common~~This ~~shares~~newly ~~with~~issued aaccounting ~~par~~standard ~~value~~clarifies the application of ~~$.001. On~~certain ~~June~~existing 9,fair ~~2006,~~value ~~the~~measurement ~~company~~guidance ~~issued~~and ~~100,000~~expands ~~shares~~the atdisclosures ~~par~~for fair value ofmeasurements $that are estimated using significant unobservable (level 3) inputs.~~001~~ This ASU is effective on a prospective basis for ~~$100~~annual and interim reporting periods beginning on or after December 15, 2011. The adoption of this standard is not expected to have a material impact on our financial position or results of operations.

~~Holders~~In ofJune ~~shares~~2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of ~~Common~~Comprehensive ~~stock~~Income” ~~shall~~(ASU be2011-05). ~~entitled~~This newly issued accounting standard (1) eliminates the option to ~~cast~~present ~~one~~the ~~vote~~components ~~for~~of ~~each~~other ~~share~~comprehensive ~~held~~income atas ~~all~~part of the statement of changes in stockholders'’ ~~meetings~~equity; ~~for~~(2) requires ~~all~~the ~~purposes,~~consecutive ~~including~~presentation of the ~~election~~statement of ~~directors~~net income and other comprehensive income; and (3) requires an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income. The ~~Common~~amendments ~~Stock~~in ~~does~~this ASU do not ~~have~~change ~~cumulative~~the ~~voting~~items ~~rights~~that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income nor do the amendments affect how earnings per share is calculated or presented.

NoIn ~~holder~~December of2011, ~~shares~~the ofFASB ~~stock~~issued ofASU ~~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~~2011-11, orBalance ofSheet ~~securities~~(Topic ~~convertible~~210): ~~into~~Disclosures ~~shares~~about ofOffsetting ~~stock~~Assets ofand ~~any~~Liabilities ~~class,~~(ASU ~~whether~~2011-11). ~~now~~This ~~hereafter~~newly ~~authorized or whether~~ issued ~~for~~accounting ~~money,~~standard ~~for~~requires ~~consideration~~an ~~other~~entity ~~than~~to ~~money,~~disclose ~~or by way of dividend.~~

Onboth ~~March~~gross ~~24,~~and ~~2011,~~net information about instruments and transactions eligible for offset in the ~~Company~~statement of financial position as well as instruments and transactions executed under a master netting or similar arrangement and was issued 2to enable users of financial statements to understand the effects or potential effects of those arrangements on its financial position. This ASU is required to be applied retrospectively and is effective for fiscal years,~~000~~ and interim periods within those years,~~000~~ ~~shares~~beginning ofon ~~restricted~~or ~~common~~after ~~shares~~January 1, in2013. ~~connection~~As ~~with~~this anaccounting ~~acquisition~~standard only requires enhanced disclosure, the adoption of ~~various~~this ~~assets~~standard asis ~~set~~not ~~out~~expected into ~~Note~~have 8an impact our financial position or results of operations.

OnIn ~~March~~December 242011, the FASB issued ASU No. 2011-12, Deferral of the ~~Company~~Effective ~~contracted~~Date for Amendments to ~~issue~~the anPresentation ~~additional~~of 2Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05,~~970~~ which defers the requirement within ASU 2011-05 to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. During the deferral,~~000~~ entities should continue to report reclassifications out of ~~restricted~~accumulated ~~common~~other ~~shares~~comprehensive income consistent with the presentation requirements in effect prior to the issuance of ASU 2011-05. These ASUs are required to be applied retrospectively and 1are effective for fiscal years,~~000~~ and interim periods within those years,~~000~~ ~~preferred~~beginning ~~shares~~after December 15, 2011. As these accounting standards do not change the items that must be reported in ~~connection~~other ~~with~~comprehensive income or when an item of other comprehensive income must be reclassified to net income, the ~~acquisition~~adoption of ~~various~~these ~~assets~~standards asis ~~set~~not ~~out~~expected into ~~Note~~have 8an impact on our financial position or results of operations.

~~During~~Except for rules and interpretive releases of the ~~quarter~~SEC ~~ended~~under ~~March~~authority ~~30,~~of ~~2011~~federal securities laws and a limited number of grandfathered standards, the FASB ~~Company~~Accounting ~~issued~~Standards ~~5,549,401~~Codification™ (“ASC”) ~~shares~~is the sole source of ~~its~~authoritative ~~common~~GAAP ~~stock~~literature ~~valued~~recognized atby ~~$1,310,280~~the ~~for~~FASB and applicable to the ~~acquisition~~Company. Management ofhas ~~assets~~reviewed ~~from~~the ~~Clean~~aforementioned ~~Power~~rules ~~Inc~~and releases and believes any effect will not have a material impact on the Company's present or future financial statements.

NOTE 62 -– ~~RECENT~~GOING ~~ACCOUNTING PRONOUNCEMENTS:~~CONCERN

InThe ~~December~~accompanying ~~2010,~~financial ~~the~~statements ~~Financial~~have ~~Accounting~~been ~~Standards~~prepared ~~Board~~assuming (“that ~~FASB”)~~the ~~issued~~Company ~~Accounting~~will ~~Standards~~continue ~~Update~~as ~~(“ASU”)~~a ~~2010-28,~~going ~~“Intangible~~concern. For –the ~~Goodwill~~period ~~and~~ended ~~Other~~March ~~(Topic~~31, ~~350):~~2012, ~~When~~the toCompany ~~perform~~has ~~Step~~had 2no ofsignificant ~~the~~operations, ~~goodwill~~has ~~impairment~~a ~~test~~history ~~for~~of ~~reporting~~recurring ~~units~~losses ~~with~~resulting ~~zero~~in oraccumulated deficit and has negative ~~carrying~~working ~~amounts~~capital.” As ~~This~~of ~~update~~March ~~requires~~31, an2012, ~~entity~~the toCompany ~~perform~~has ~~all~~not ~~steps~~emerged infrom the ~~test~~development ~~for~~stage. In aview ~~reporting~~of ~~unit~~these ~~whose~~matters, ~~carrying~~the ~~value~~Company’s isability ~~zero~~to orcontinue ~~negative~~as ifa itgoing concern is ~~more~~dependent ~~likely~~upon ~~than~~the ~~not~~Company’s ~~(more~~ability ~~than~~to ~~50%)~~begin ~~that~~operations and to achieve a ~~goodwill~~level ~~impairment~~of ~~exists~~profitability. The ~~based~~Company intends on ~~qualitative~~financing ~~factors,~~its ~~resulting~~future indevelopment ~~the~~activities ~~elimination~~and ofits anworking ~~entity’s~~capital ~~ability~~needs tolargely ~~assert~~from ~~that~~the ~~such~~sale aof ~~reporting~~public ~~unit’s~~equity ~~goodwill~~securities iswith ~~not~~some ~~impaired~~additional ~~and~~funding ~~additional~~from ~~testing~~other istraditional ~~not~~financing ~~necessary~~sources, ~~despite~~including ~~the~~term ~~existence~~notes ofuntil ~~qualitative~~such ~~factors~~time that ~~indicate~~funds ~~otherwise.~~provided ~~These~~by ~~changes~~operations ~~became~~are ~~effective~~sufficient ~~for~~to fund working capital requirements. The financial statements of the Company ~~beginning~~do ~~January 1,~~not ~~2011.~~include ~~The~~any ~~adoption~~adjustments relating to the recoverability and classification of ~~this~~recorded ~~ASU~~assets, ~~did~~or ~~not~~the ~~have~~amounts aand ~~material~~classifications ~~impact~~of onliabilities that might be necessary should the Company’s ~~financial~~be ~~statements~~unable to continue as a going concern.

InNOTE ~~December~~3 ~~2010,~~– ~~the~~PROPERTY ~~FASB~~AND 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.EQUIPMENT

9Property and equipment consists of:

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.



	March 31,		December 31,
	2012		2011
Office equipment	$	4,578	$	4,578
Less accumulated depreciation		1,145		916
	$	3,433	$	3,662

InDepreciation ~~June 2011, the FASB issued ASU 2011-05, “Presentation~~ of ~~Comprehensive~~equipment ~~Income.”~~was ~~This~~$229 ~~update~~and$916 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 three ~~first~~month ~~quarter~~period ~~filing~~ended ofMarch 31, 2012. ~~The~~and ~~adoption of this update will change~~ the ~~manner~~year inended ~~which~~December ~~the~~31, ~~Company~~2011, ~~presents comprehensive income in the future~~respectively.

InNOTE ~~September~~4 ~~2011, the FASB issued ASU 2011-08, “Intangibles~~ – ~~Goodwill~~INTANGIBLE 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, itASSETS

~~NOTE~~The 7Company –owns ~~INCOME~~intellectual ~~TAXES~~property, which it is amortizing on a straight-line basis over the asset’s useful life. The Company assesses fair market value for any impairment to the carrying values.

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



	March 31,			December 31,
	2012			2011

		2011				2010
Intellectual property	$	6,667,000		$	6,667,000
Federal:
Less accumulated amortization		772,792			606,117
Current		$	-			$	-
	$	5,894,208		$	6,060,883
Deferred			-				-
Future amortization through December 31,:
			-				-
2012	$	500,025		$	666,700
State:
2013		666,700			666,700
Current			-				-
2014		666,700			666,700
Deferred			-				-
2015		666,700			666,700
			-				-
2016		666,700			666,700
		$	-			$	-
2017 and thereafter		2,727,383			2,727,383
	$	5,894,208		$	6,060,883

~~The~~Amortization ~~Company~~of ~~has~~the aintangible ~~net~~assets ~~operating~~was ~~loss carry forward to offset future taxable income of~~ $1166,~~625,139. Subject~~675 ~~to current regulations, this carry forward will begin to expire in 2022. The amount~~ and ~~availability~~$0 offor 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~~months ~~look-back~~ended ~~period;~~March ~~whether~~31, ~~there~~2012 ~~is a deemed more than 50 percent change in control; the applicable long-term tax exempt bond rate; continuity of historical business;~~ and ~~subsequent~~2011, ~~income of the Company all enter into the annual computation of allowable annual utilization of the carry forwards~~respectively.

10Management periodically reviews the valuation of this asset for potential impairments. Consideration of various risks to the valuation and potential impairment includes, but is not limited to: (a) the technology’s acceptance in the marketplace and our ability to attain projected forecasts of revenue (discounted cash flow of projections); (b) competition of alternative solutions; and (c) federal and state laws which may prohibit the use of our technology as currently designed. Management does not anticipate any negative impact from known current business developments. Management continuously measures the marketplace, potential revenue developments and competitive developments in the industry.

~~The~~Intangible ~~Company’s~~assets ~~income~~were ~~tax expense (benefit) for~~ the ~~nine~~results ~~months~~of ~~ended September 30, 2011 and 2010 respectively, differed from~~ the ~~statutory~~following ~~federal rate of 34 percent as follows~~transactions:

	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	$	-		$	-

Clean Power, Inc.

~~Temporary~~On ~~differences~~January ~~due~~11, to2011 ~~statutory~~the ~~requirements~~Company inclosed on the ~~recognition~~purchase of ~~assets~~Clean ~~and~~Power, ~~liabilities~~Inc. in an exchange for ~~tax~~5,459,501 ~~and~~shares ~~financial~~of ~~reporting~~common ~~purposes~~stock, ~~generally~~which ~~including~~represented ~~such~~approximately ~~items~~40% asof ~~organizational~~the ~~costs,~~outstanding ~~accumulated~~shares. The ~~depreciation~~Company ~~and~~has ~~amortization,~~valued ~~allowance~~the ~~for~~transaction ~~doubtful~~at ~~accounts~~$26,205,605 ~~organizational~~based ~~and~~on ~~start-up~~the ~~costs~~fair ~~and~~market ~~vacation~~of ~~accruals~~shares issued in the exchange. ~~These~~ The ~~differences~~purchase ~~give~~price ~~rise~~was allocated to ~~the~~all ~~financial~~identified ~~statement~~tangible ~~carrying~~assets ~~amounts~~ and ~~tax~~then ~~bases~~to ofintangible assets. ~~and~~The ~~liabilities~~Company ~~causing~~immediately ~~either~~recorded ~~deferred~~an ~~tax~~impairment ~~assets~~of or$25,546,027, ~~liabilities~~resulting in an unamortized value of $655,000, asor ~~necessary~~2.5% of the gross purchase price valuation, as of ~~September~~December 3031, 2011, ~~and~~to ~~2010~~reflect the estimated return of the intangible assets, ~~respectively:~~based on projected discounted cash flows and other subjective considerations.

	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~~February 249, 2011 the company closed a series of transactions with Nano CP, LLC, a Florida limited liability company (“Nano”), WATT Fuel Cell Corp, a New York corporation (“WATT”), and Evolution Fuel Cell, Inc., a Delaware corporation (“Evolution”) whereby the Company simultaneously acquired assets for the development of solid oxide fuel cells and created two (2) subsidiaries capitalized by the equipment and intellectual property, CP SOFC Equipment, LLC and CP SOFC IP, LLC, respectively. The subsidiaries, wholly owned by the Company, in turn, have leased the equipment to WATT and have licensed the intellectual property to WATT and Evolution, with conflicts resolved through a cross licensing agreement between WATT and Evolution. As consideration for the assets purchased from Nano, the Company has made a promissory note for three million three hundred thousand dollars ($3,300,000.00) and issued exactly one million (1,000,000) preferred shares, convertible at 100:1, common for preferred. As consideration for the leasing and licensing, the Company shall receive exactly five percent (5%) of WATT outstanding and issued shares and thirty five percent (35%) of the outstanding and issued shares of Evolution. The Company also maintains an option to purchase from WATT sixteen percent (16%) of Evolution for exactly one million one hundred two hundred fifty thousand (1,250,000) shares of the Company’s common stock, if certain triggering events occur,. The ~~including~~contract was negotiated by the ~~appointment~~Board of DrDirectors and the valuation was set arbitrarily. The ~~Caine~~Company ~~Finnerty~~has tovalued the ~~Board~~transaction ofat ~~Directors~~$510,000,000 based on the fair market of shares issued in the ~~Company~~exchange. The ~~contract~~purchase price was ~~negotiated~~allocated byto ~~the~~all ~~Board~~identified oftangible ~~Directors~~assets and ~~the~~then ~~valuation~~to ~~was~~intangible ~~set arbitrarily~~assets. The Company ~~has~~immediately ~~valued~~recorded ~~the~~an ~~transaction~~impairment atof ~~sixteen~~$508,167,000, ~~million~~resulting ~~three~~in ~~hundred~~an ~~thousand~~unamortized ~~dollars~~value (of $165,~~300~~133,000, or 1.~~00)~~0% ~~based~~of onthe ~~discounts~~gross purchase price valuation, ~~market~~as ~~saturation~~of ~~and~~December ~~restrictions~~31, 2011, to reflect the estimated return on the ~~shares~~investment, ~~issued~~based on projected discounted cash flows and other subjective considerations.

Global Natural Energy, Ltd.

On March 2416, 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~~$10,000,000 ~~million~~based ~~two~~on ~~hundred~~the ~~seventy~~fair ~~five~~market ~~thousand dollars~~of (shares issued in the exchange. The purchase price was allocated to all identified tangible assets and then to intangible assets. The Company immediately recorded an impairment of $19,~~275~~500,000), ~~based~~resulting onin ~~discounts~~an unamortized value of $500,000, ~~market~~or ~~saturation~~5.0% ~~and~~of ~~restrictions~~the gross purchase price valuation, as of December 31, 2011, to reflect the estimated return on the ~~shares~~investment, ~~issued~~based on projected discounted cash flows and other subjective considerations.

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~~$7,575,000 ~~hundred~~based ~~fifty~~on ~~six~~the ~~thousand~~fair ~~two~~market ~~hundred~~of ~~fifty~~shares ~~dollars~~issued (in the exchange. The purchase price was allocated to all identified tangible assets and then to intangible assets. The Company immediately recorded an impairment of $~~956~~7,~~250~~196,000, resulting in an unamortized value of $379,000, or 5.~~00)~~0% ~~based~~of onthe ~~discounts~~gross purchase price valuation, ~~market~~as ~~saturation~~of ~~and~~December ~~restrictions~~31, 2011, to reflect the estimated return on the ~~shares~~investment, ~~issued~~based on projected discounted cash flows and other subjective considerations.

12NOTE 5 – RELATED PARTY TRANSACTIONS

~~Three months~~ A ~~ended~~note ~~September~~payable ~~30,~~to ~~2011 vs.~~a ~~September~~related 30party is unsecured, ~~2010~~non-interest bearing, has no fixed terms of repayment and is considered payable upon demand.

~~There~~The ~~was~~Company nodoes ~~revenue~~not ~~for~~require ~~the~~office ~~Three~~space ~~months~~at ~~ended~~the ~~Sepptember~~current ~~30,~~time. The ~~2011~~officers and nodirectors ~~revenue~~have ~~for~~provided ~~the~~office ~~Three~~space, ~~months~~as ~~ended~~necessary, ~~September~~at ~~30,~~no ~~2010~~cost. The ~~and~~Company nowill ~~revenue~~consider ~~since~~arrangements ~~inception~~at ~~June~~such 3,time ~~2006~~that operations commence.

~~Selling,~~The ~~general~~above ~~and~~transactions ~~administrative~~may ~~expenses~~have ~~for~~had ~~the~~different ~~Three months ended September 30~~results, ~~2011~~had ~~were~~these ~~$0.~~transactions Asoccurred ~~compared~~with tounrelated $0third ~~for the same period in 2010~~parties.

~~Interest~~NOTE ~~expense~~6 or- ~~financing~~PROMISSORY ~~costs~~NOTE ~~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.~~PAYABLE

~~Nine months~~On ~~ended~~February ~~September 30~~9, 2011 vs the Company issued a promissory note in agreement to purchase assets. ~~September~~The 30promissory note bears interest at the rate of 15% per annum, ~~2010~~due February 1, 2016. Interest shall be paid in monthly payments of interest in arrears. If the Buyer has insufficient cash on hand to pay interest due it may pay interest in common shares at a price per share equal to the 20 day moving average price of common shares of the Buyer, rounded up to the next whole share. If the Buyer does have sufficient cash on hand to pay interest due, Seller may, at its sole discretion, elect to take payment in common shares instead of cash. The method for calculation shall be the same as if the Buyer had insufficient cash on hand. Principle shall be paid as cash flow allows, thereafter to be paid on Maturity Date or a funding event sufficient to pay the balance of the note, whichever occurs first.

~~There~~Seller ~~was~~shall noagree ~~revenue~~that ~~for~~note shall be subordinate to any debt instrument or other encumbrance against the ~~nine~~physical ~~months~~assets, ~~ended~~provided ~~September~~that 30prior to or simultaneously with any such encumbrance the Buyer has paid/pays at least $1,500,000 ~~2011~~of ~~and~~the nooutstanding ~~revenue~~principle ~~for~~balance. In the ~~nine~~event ~~months~~the ~~ended~~Buyer ~~Septmebr~~wishes 30to encumber any of the assets but has not paid $1,500,000 ~~2010~~of the outstanding principle, the Seller shall allow the encumbrance, provided that the Buyer ensures that only such part of the assets equal in value to the financing resulting in the encumbrance are in fact encumbered, and no ~~revenue~~less ~~since~~than ~~inception~~80% ~~June~~of 3,the ~~2006~~financing is utilized to reduce the outstanding balance due to Seller.

~~Selling,~~As ~~general~~of ~~and~~March ~~administrative~~31, ~~expenses~~2012 ~~for~~ the ~~nine~~Company ~~months~~has ~~ended~~accrued ~~September 30~~$564,503 ~~2011~~of ~~were~~unpaid ~~$0.~~interest Ason ~~compared to $20,904 for~~ the ~~same~~promissory ~~period in 2010~~note.

~~Interest~~NOTE ~~expense~~7-STOCKHOLDERS’ ~~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.~~EQUITY

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.

Preferred Stock

On February 9, 2011, the Company issued 1,000,000 shares of preferred stock, convertible 1:100, preferred into common as payment for the intellectual property acquired from Nano CP, LLC. Upon intent to exercise, Seller shall give notice to Buyer and Buyer shall take action required to duly authorize the issuance of common shares sufficient to fulfill Seller’s exercise. See Note 4.

Common Stock

The total number of shares of capital stock which the Company shall have authority to issue is 100 million common shares with a par value of $.001, as amended in the Articles of Incorporation, filed with the State of Florida on May 12, 2008.

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.

On June 3, 2006, date of inception, the company issued 100,000 shares at par value of $.001 for $100.

In 2008, the Company issued 9,900,000 shares of common stock for services, at fair market value of $.10 per share or $990,000.

In 2009, the Company issued 1,533,333 shares of common stock for cash, at a purchase price of $.30 per share or $452,500.

In 2011, the Company issued 2,010,667 shares of common stock for services, at fair market value of $5.00 per share or $10,053,335.

On February 9, 2011, the Company acquired Clean Power, Inc. in exchange for 5,459,501 restricted shares of common stock. Shares were valued at fair market at the date of the transaction, resulting in a purchase price of $26,205,605. The shares have been recorded per the agreement; however, the shares remain unissued from the stock transfer agent. See Note 4.

On March 16, 2011, the Company issued 2,000,000 shares of restricted common shares in connection with an acquisition of various assets. Shares were valued at fair market at the date of the transaction, resulting in a purchase price of $10,000,000. The shares have been recorded per the agreement; however, the shares remain unissued from the stock transfer agent. See Note 4.

On March 25, 2011 the Company contracted to issue an additional 1,500,000 of restricted common shares in connection with the acquisition of various assets. Shares were valued at fair market at the date of the transaction, resulting in a purchase price of $7,575,000. The shares have been recorded per the agreement; however, the shares remain unissued from the stock transfer agent. See Note 4.

NOTE 8 – INCOME TAXES

The components of income tax (benefit) expense for the three months ended March 31, 2012 and March 31, 2011 respectively, are as follows:



	2012		2011

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

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

The Company has a net operating loss carry forward to offset future taxable income of approximately $4,426,000. 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.

Results of Operations

Three months ended March 31, 2012 vs. March 31, 2011

There was no revenue for the three months ended March 31, 2012 and no revenue for the Three months ended March 31, 2011 and no revenue since inception June 3, 2006.

Selling, general and administrative expenses for the three months ended March 31, 2012 were $166,904. As compared to $0 for the same period in 2011.

interest expense or financing costs for the three months ended March 31, 2012 was 123,750 and $0the t hree months ended March 31, 2011 and $564,503 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~~

AsControls ~~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.Procedures

~~Disclosure~~As ~~controls~~required ~~and~~by ~~procedures~~SEC ~~are~~rules, ~~our~~we ~~controls~~have ~~and~~evaluated ~~other~~the ~~procedures~~effectiveness ~~that~~of ~~are~~the ~~designed~~design toand ~~ensure~~operation ~~that~~of ~~information~~our ~~required~~disclosure tocontrols beand ~~disclosed~~procedures byat ~~us in~~ the ~~reports~~end ~~that~~of wethe ~~file~~period orcovered ~~submit~~by ~~under~~this ~~the~~report. ~~Securities~~This &evaluation ~~Exchange~~was ~~Act~~carried isout ~~recorded,~~under ~~processed,~~the ~~summarized~~supervision and ~~reported,~~with ~~within~~ the ~~time~~participation ~~periods~~of ~~specified~~our inmanagement, ~~the~~including ~~SEC’s~~our ~~rules~~principal executive officer and ~~forms.~~principal ~~Disclosure~~financial ~~controls~~officer. ~~and~~Based ~~procedures~~on ~~include~~this evaluation, ~~without~~these ~~limitation,~~officers ~~controls~~have ~~and~~concluded ~~procedures~~that ~~designed~~the todesign ~~ensure~~and ~~that~~operation ~~information~~of ~~required~~our todisclosure becontrols ~~disclosed~~and byprocedures usare ineffective. ~~the~~There ~~reports~~were ~~that~~no wechanges ~~file~~in ~~under~~our ~~the~~internal ~~Exchange~~control ~~Act~~over isfinancial ~~accumulated~~reporting ~~and~~or ~~communicated~~in toother ~~our~~factors ~~management,~~that ~~including~~have ~~principal~~materially ~~executive~~affected, ~~officer~~or ~~and~~are ~~principal~~reasonably ~~financial~~likely ~~officer,~~to asmaterially ~~appropriate~~affect, toour ~~allow~~internal ~~timely~~control ~~decisions~~over ~~regarding~~financial ~~required disclosure~~reporting.

13Disclosure 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~~OTHER ~~1. Legal Proceedings~~INFORMATION

~~None~~Item 1.

~~Item~~Legal ~~2. Unregistered Sales of Equity Securities and Use of Proceeds~~Proceedings

None

Item 32. ~~Defaults Upon Senior Securities~~

~~None~~Unregistered Sales of Equity Securities and Use of Proceeds

~~Item 4. Submission of Matters to a Vote of Security Holders~~None

~~Not~~Item ~~applicable~~3.

~~Item~~Defaults ~~5. Other~~Upon ~~Information~~Senior Securities

None

Item 64. ~~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

Submission of Matters to a Vote of Security Holders

~~_________________~~Not applicable.

**Item 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 sections5.

14Other Information

~~SIGNATURES~~None

InItem ~~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~~6.

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

Exhibits

1531.1

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

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.

May 9, 2012

By:

/s/ Peter Klamka

Peter Klamka, Chief Executive and

Principal Accounting Officer

Filing Compare · SOLAR ACQUISITION CORP.