UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For the fiscal year ended December 31, ~~2011~~2012

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from_________ to____________

Commission file number: 000-5225

SOLAR ACQUISITION CORP.

(Name of small business issuer in its charter)

Florida

20-5080271

(State or other jurisdiction of incorporation

(I.R.S. Employer Identification

or organization)

No.)

215 Dino Drive Ann Arbor MI 48103

(Address of principal executive offices) (Zip Code)

Issuer's telephone number: (734) 320-7628

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

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

COMMON STOCK, $0.001 PAR VALUE

(Title of class)

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

Check if no disclosure of delinquent filers in response to Item 405 of Regulation S-B is contained in this form, and no disclosure will 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]

State issuer's revenues for its most recent fiscal year: $ 0

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days: $1,~~572~~125,~~245~~175as as of ~~April~~March 130, ~~2012~~2013.

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:22,503,501 as of ~~April~~March 630, ~~2012~~2013.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

CAUTIONARY STATEMENT FOR PURPOSES OF "SAFE HARBOR PROVISIONS" OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.

Certain statements contained in this Annual Report on Securities and Exchange Commission ("SEC") Form 10-KSB ("Form 10-K") constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different than any expressed or implied by these forward-looking statements. These statements may be contained in our filings with the Securities and Exchange Commission, press releases, and written or oral presentations made by our representatives to analysts, rating agencies, stockholders, news organizations and others. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "intend", "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue," or the negative of these terms or other comparable terminology. Although we believe that the expectations in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

OUR BUSINESS


(a)	Business Development

Solar Acquisition Corp. (“we”, “us”, “our”, the “Company” or the “Registrant”) was incorporated in the State of Nevada on June 3, 2006. Since inception through June 2008, 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 no efforts to identify a possible business combination. In June 2008, we entered into a letter of intent with Solay Teyin/ Hyundai Heavy Industries Iberica (Solar Teyin) to market Solar products. We have not concluded a formal contract as of this time. We expanded our focus is focused on commercializing Solar energy technology. The scope of our expected business has expanded in ~~2012~~2013 beyond Solar to include wind, fuel cells, and geothermal in addition to research and development into innovative Solar energy solutions.


(b)	Business of Issuer

We plan to become a developer of renewable energy technologies for the commercial industrial and utility markets. Our target customers will be both distributors and end-users of energy who are interested in reducing their energy costs, environmental impact, and the variability of their monthly energy cost due to the volatility associated with these energy supplies. We believe we can become a leading energy solutions supplier to industrial, commercial and public sector clients.

We have not generated significant revenue since inception. Our primary focus is on building our business model in the areas of renewable energy.

We believe that the long term prospects for renewable energies are very good in light of reductions in the costs compared to traditional fossil fuels, favorable business climate toward green energy, volatile prices for non-renewable energy sources such as oil and natural gas, current and anticipated federal and state legislation regulating carbon emissions and the use of fossil fuels, and government incentives for renewable energy.

~~RISKS~~Item ~~THAT~~1A. RISK ~~MAY AFFECT FUTURE RESULTS~~FACTORS

~~The~~RISKS ~~following~~THAT ~~risk~~MAY ~~factors~~AFFECT ~~and~~FUTURE other information included in this Annual Report should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks actually occur, our business, financial condition and operating results could be materially adversely affected.RESULTS

WeThe dofollowing risk factors and other information included in this Annual Report should be carefully considered. The risks and uncertainties described below are not ~~have~~the ~~sufficient~~only ~~capital~~ones we face. Additional risks and uncertainties not presently known to ~~fund~~us or that we currently deem immaterial also may impair our business operations. If any of the following risks actually occur, our business, financial condition and operating results could be materially adversely affected.

We ~~are~~do anot ~~development stage company organized in June 2006 and~~ have ~~recently~~sufficient ~~commenced~~capital ~~operations,~~to ~~which~~fund ~~makes an evaluation of us extremely difficult. At this stage of~~ our ~~business~~ operations~~, even with our good faith efforts, we may never become profitable or generate any significant amount of revenues, thus potential investors have a high probability of losing their investment~~. Our auditor’s have substantial doubt about our ability to continue as a going concern. Additionally, our auditor’s report reflects the fact that the ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately the achievement of significant operating revenues. If we are unable to continue as a going concern, you will lose your investment.

We ~~were~~are ~~incorporated~~a development stage company organized in June 2006 and ashave arecently ~~Florida~~commenced ~~corporation~~operations, which makes an evaluation of us extremely difficult. AsAt athis ~~result~~stage of our ~~start-up~~business operations, even with our good faith efforts, we ~~have;~~may ~~(i)~~never ~~generated~~become noprofitable or generate any significant amount of revenues, ~~(ii)~~thus ~~accumulated~~potential ~~deficits~~investors have a high probability of $losing ~~1,477,239 for~~their ~~the~~investment. ~~year~~Our ~~ended~~auditor’s ~~December~~have ~~31,~~substantial ~~2010~~doubt ~~and~~about ~~$563,863,241 year~~our ~~ended~~ability ~~December~~to 31continue as a going concern. Additionally, ~~2011~~our ~~due~~auditor’s report reflects the fact that the ability of the Company to ~~issuance~~continue inas ~~stock~~a ~~for~~going ~~services~~concern ~~rendered~~is ~~and~~dependent ~~have~~upon ~~been~~its ~~focused~~ability onto ~~organizational~~raise ~~and~~additional ~~start-up~~capital ~~activities,~~from ~~business~~the ~~plan~~sale ~~development,~~of common stock and, ~~website~~ultimately ~~design~~the ~~since~~achievement weof ~~incorporated~~significant operating revenues. If we are unable to continue as a going concern, you will lose your investment.

We dowere ~~not~~incorporated ~~have~~in ~~not~~June ~~commercially~~2006 ~~available~~as ~~products~~a Florida corporation. As a result of our start-up operations we have; (i) generated no revenues, (ii) accumulated deficits of $ 563,863,241 for the year ended December 31, 2011 and $ (565,149,207)

We year ~~have~~ended ~~not~~December commenced the selling of any renewable energy products. There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. Our future operating results will depend on many factors31, ~~including~~2012 ~~our~~due ~~ability~~ to ~~raise~~issuance ~~adequate~~in ~~working~~stock ~~capital, demand~~ for ~~our~~services ~~service,~~rendered ~~the level of our competition~~ and ~~our~~have ~~ability~~been tofocused ~~attract~~on ~~and~~organizational ~~maintain key management~~ and ~~employees.~~start-up ~~Additionally~~activities, ~~our~~business ~~auditor’s~~plan ~~report~~development, ~~reflects that the ability of Renewable Acquisition to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock~~ and, ~~ultimately,~~website ~~the~~design ~~achievement~~since ~~of significant operating revenues. If~~ we ~~are unable to continue as a going concern, our business will fail~~incorporated.

~~Our~~We ~~management~~do ~~and~~not ~~board~~have ofnot ~~directors~~commercially ~~has~~available ~~limited industry experience~~products.

~~Our~~We ~~management~~have ~~has~~not ~~limited~~commenced ~~experience~~the inselling ~~framing~~of aany renewable energy ~~company~~products. ~~The~~There ~~lack~~is ofnothing ~~experience~~at inthis ~~building~~time aon which to base an assumption that our business inoperations ~~renewable~~will ~~energy~~prove ~~could~~to ~~reduce~~be successful or ~~eliminate your~~that ~~return~~we will ever be able to operate profitably. Our future operating results will depend on ~~investment~~many factors, including our ability to raise adequate working capital, demand for our service, the level of our competition and our ability to attract and maintain key management and employees. Additionally, our auditor’s report reflects that the ability of Renewable Acquisition to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. If we are unable to continue as a going concern, our business will fail.

WeOur ~~have no full time employees. We intend to hire personnel in the future, when sufficiently capitalized, who may have the experience required to manage our company, such~~ management isand ~~not~~board ~~anticipated until the occurrence~~ of ~~future~~directors ~~financing.~~has ~~Since~~limited weindustry ~~are not sufficiently capitalized, future offerings will be necessary to satisfy capital needs~~experience. ~~Until such future offering occurs, and until such management is in place, we are reliant upon our management to make the appropriate management decisions.~~

Our management ishas ~~involved~~limited ~~with~~experience ~~other businesses~~in ~~including~~framing ~~other~~a ~~public~~renewable ~~companies~~energy ~~and there can be no assurance that we will have will continue to provide services to us~~company. ~~This~~The ~~involvement~~lack ~~could have the effect on our operations~~ of ~~preventing~~experience usin ~~from~~building ~~being~~ a ~~successful~~ business ~~operation,~~in ~~which~~renewable ~~ultimately~~energy could ~~cause~~reduce aor ~~loss~~eliminate your ofreturn ~~your~~on investment.

We have ~~limited~~no ~~industry~~full ~~contacts~~time employees. We intend to hire personnel in the future, when sufficiently capitalized, who may have the experience required to manage our company, such management is not anticipated until the occurrence of future financing. Since we are not sufficiently capitalized, future offerings will be necessary to satisfy capital needs. Until such future offering occurs, and until such management is in place, we are reliant upon our management to make the appropriate management decisions.

WeOur domanagement ~~not~~is ~~have~~involved ~~a contract~~ with ~~any~~other businesses ~~suppliers~~including ~~for~~other ~~renewable~~public ~~energy~~companies ~~products~~and ~~that~~there can be ~~sold~~no ~~commercially~~assurance atthat ~~the~~we ~~present~~will ~~time~~have will continue to provide services to us. ~~There~~ isThis noinvolvement ~~guarantee~~could wehave ~~will~~the ~~develop~~effect ~~sufficient~~on ~~supplier~~our ~~relationships~~operations toof ~~create~~preventing us from being a successful business. Ifoperation, wewhich ~~are~~ultimately ~~unable~~could tocause doa ~~so,~~loss ~~our~~of ~~business~~your ~~will fail~~investment.

~~Because~~We ofhave ~~market~~limited ~~pressures~~industry ~~from competitors with more resources, we may fail to implement our business model profitably~~contacts.

~~The~~ We ~~business~~do ofnot ~~renewable~~have ~~energy~~a incontract ~~general~~with isany ~~highly~~suppliers ~~fragmented and extremely competitive. The market~~ for ~~customers~~renewable isenergy ~~intensely~~products ~~competitive~~that ~~and~~can ~~such~~be ~~competition~~sold iscommercially ~~expected~~at tothe ~~continue~~present ~~to increase~~time. There ~~are~~is no ~~substantial~~guarantee ~~barriers to entry in this market and~~ we ~~believe~~will ~~that~~develop ~~our~~sufficient ~~ability~~supplier relationships to ~~compete~~create ~~depends~~a ~~upon~~business. ~~many~~If ~~factors~~we ~~within~~are ~~and~~unable ~~beyond our control, including the timing and market acceptance of new solutions and enhancements~~ to ~~existing~~do ~~solutions developed by us~~so, our ~~competitors,~~business ~~and~~will ~~their advisors~~fail.

WeBecause ~~are~~of ~~dependent~~market onpressures ~~market~~from ~~acceptance~~competitors ofwith ~~renewable~~more ~~energy.~~resources, we may fail to implement our business model profitably.

~~Our~~The ~~ability~~business toof ~~generate~~renewable ~~revenue~~energy in general is highly fragmented and beextremely ~~successful~~competitive. The market for customers is intensely competitive and such competition is expected to continue to increase. There are no substantial barriers to entry in ~~implementation~~this ofmarket and we believe that our ~~business~~ability ~~plan~~to iscompete ~~dependent~~depends onupon many factors within and beyond our control, including the timing and market ~~for~~acceptance ~~renewable~~of ~~energy~~new ~~growing.~~solutions oand enhancements to existing solutions developed by us, our competitors, and their advisors.

AWe ~~drop~~are independent ~~the~~on ~~retail~~market ~~price~~acceptance of ~~conventional energy or non-~~renewable ~~renewable~~ energy ~~sources may negatively impact our business~~.

~~The~~Our ~~demand~~ability ~~for~~to ~~renewable~~generate ~~energy~~revenue ~~systems~~and ~~depends~~be successful in ~~part~~implementation ~~on the price~~ of ~~conventional~~our ~~energy,~~business ~~which~~plan ~~affects~~is ~~return~~dependent on ~~investment resulting from~~ the ~~purchase of renewable energy. . Fluctuations in economic and~~ market ~~conditions that impact the prices of conventional and non-renewable renewable energy sources, such as decreases in the prices of oil and other fossil fuels, could cause the demand~~ for renewable energy ~~systems to decline, which would have a negative impact on our business~~growing. ~~Changes in utility electric rates could also have a negative effect on our business.~~

~~The~~A ~~reduction,~~drop ~~elimination~~in orthe ~~expiration~~retail price of ~~government~~conventional ~~subsidies~~energy ~~and~~or ~~economic~~non-renewable ~~incentives for~~ renewable energy ~~could~~sources ~~reduce~~may ~~the~~negatively ~~demand~~impact ~~for~~ our ~~products~~business.

~~Government~~The ~~subsidies~~demand ~~are~~for anrenewable ~~important~~energy ~~factor~~systems depends in ~~the~~part ~~economic~~on ~~determination~~the toprice ~~purchase~~of aconventional ~~renewable~~ energy ~~system. Certain states~~, ~~including~~which ~~California~~affects ~~and~~return ~~Colorado,~~on ~~localities~~investment ~~and~~resulting ~~utilities~~from ~~offer incentives to offset a portion of~~ the ~~cost~~purchase of ~~qualified~~ renewable energy. ~~systems~~. ~~These~~Fluctuations ~~incentives~~in ~~can~~economic ~~take~~and ~~many~~market ~~forms,~~conditions ~~including~~that ~~direct~~impact ~~rebates,~~the ~~state~~prices ~~tax~~of ~~credits,~~conventional ~~system performance payments~~ and non-renewable renewable energy ~~credits~~sources, orsuch ~~RECs.~~as ~~The~~decreases ~~reduction~~in orthe ~~elimination~~prices of ~~such~~oil ~~incentives~~and orother ~~delays~~fossil orfuels, ~~interruptions~~could incause the ~~implementation~~demand offor ~~favorable~~renewable ~~federal~~energy orsystems ~~state~~to ~~laws~~decline, ~~could~~which ~~substantially~~would ~~increase~~have ~~the~~a ~~cost~~negative ofimpact ~~our~~on ~~systems to~~ our ~~customers,~~business. ~~resulting~~Changes in autility ~~significant~~electric ~~reduction~~rates incould ~~demand~~also ~~for~~have ~~our~~a ~~products~~negative ~~and~~effect ~~services.~~on our business.

~~Existing~~The ~~regulations~~reduction, ~~and~~elimination ~~changes~~or toexpiration ~~such~~of ~~regulations,~~government ~~may~~subsidies ~~present technical, regulatory~~ and economic ~~barriers~~incentives ~~to the installation of~~ for renewable energy ~~systems,~~could ~~which may significantly~~ reduce the demand for our ~~renewable energy systems~~products.

~~The~~Government ~~installation~~subsidies ofare ~~renewable~~an ~~energy~~important ~~systems~~factor isin ~~subject~~the economic determination to ~~oversight~~purchase ~~and~~a ~~regulation~~renewable ~~under~~energy ~~local~~system. ~~ordinances;~~Certain ~~building~~states, ~~zoning~~including California and ~~fire~~Colorado, ~~codes;~~localities ~~environmental~~and ~~protection~~utilities ~~regulation;~~offer ~~utility~~incentives ~~interconnection~~to ~~requirements~~offset ~~for~~a ~~metering;~~portion ~~and~~of ~~other~~the ~~rules~~cost ~~and~~of ~~regulations.~~qualified Werenewable ~~attempt~~energy tosystems. ~~keep~~These ~~up-to-date~~incentives ~~about~~can ~~these~~take ~~requirements~~many onforms, aincluding ~~national~~direct rebates, state ~~and~~tax ~~local~~credits, ~~level~~system performance payments and ~~must~~renewable ~~design~~energy ~~and~~credits, ~~install~~or ~~our~~RECs. ~~renewable~~The ~~energy~~reduction ~~systems~~or toelimination ~~comply~~of ~~with~~such ~~varying~~incentives ~~standards.~~or ~~Certain~~delays ~~cities~~or ~~may~~interruptions ~~have~~in ~~ordinances~~the ~~that~~implementation ~~prevent~~of favorable federal or state laws could substantially increase the cost of ~~installation~~our ofsystems to our customers, resulting in a significant reduction in demand for our products and services.

~~renewable~~Existing ~~energy~~regulations, ~~systems.~~and Inchanges ~~addition~~to such regulations, ~~new~~may ~~government~~present ~~regulations~~technical, orregulatory ~~utility~~and ~~policies~~economic ~~pertaining~~barriers to the installation of renewable energy systems ~~are unpredictable and may result in significant additional expenses or delays~~, which ~~could~~may ~~cause~~significantly areduce ~~significant reduction in~~ demand for our renewable energy systems.

~~Existing~~The ~~regulations~~installation ~~and~~of ~~policies~~renewable ~~pertaining~~energy systems is subject to ~~electricity~~oversight ~~pricing~~and regulation under local ordinances; building, zoning and ~~technical~~fire codes; environmental protection regulation; utility interconnection ofrequirements ~~customer-owned~~for ~~electricity~~metering; ~~generation~~and other rules and ~~changes~~regulations. We attempt to keep up-to-date about these ~~regulations~~requirements on a national, state and ~~policies~~local level and must design and install our renewable energy systems to comply with varying standards. Certain cities may ~~deter~~have ordinances that prevent or increase the ~~purchase~~cost ~~and~~of ~~use~~installation of our renewable energy systems. ~~and~~In ~~negatively~~addition, ~~impact~~new ~~development~~government ofregulations or utility policies pertaining to the installation of renewable energy ~~industry~~systems are unpredictable and may result in significant additional expenses or delays, which could cause a significant reduction in demand for renewable energy systems.

~~The~~Existing ~~market for renewable energy systems is heavily influenced by foreign, federal, state and local government~~ regulations and policies ~~concerning~~pertaining ~~the electric utility industry, as well as policies adopted by electric utilities. These regulations and policies often relate~~ to electricity pricing and technical interconnection of customer-owned electricity generation. ~~For~~and ~~example,~~changes ~~currently,~~to ~~metering~~these ~~caps exist in certain jurisdictions, which limit the aggregate amount of power that may be sold by renewable power generators into the electric grid. These~~ regulations and policies ~~have been modified in the past and~~ may ~~be modified in the future in ways that could~~ deter ~~purchases of renewable energy systems and investment in~~ the research and development of renewable energy technology. For example, without a mandated regulatory exception for renewable energy systems, utility customers are often charged interconnection or standby fees for putting distributed power generation on the electric utility grid. Such fees could increase the cost to our customers of using renewable energy systems and make them less desirable, thereby harming our business, operating results and financial condition. Changes in net metering policies could also deter the purchase and use of renewable energy systems. Inand ~~addition,~~negatively ~~electricity~~impact ~~generated~~development ~~by renewable energy systems competes primarily with expensive peak hour electricity rates rather than with the less expensive average price~~ of ~~electricity. Modifications to~~ the ~~peak hour pricing policies of utilities, such as to a flat rate, would require~~ renewable energy ~~systems to achieve lower prices in order to compete with the price of electricity~~industry.

~~Our~~The ~~auditors~~market ~~have~~for ~~included~~renewable aenergy ~~paragraph~~systems inis ~~their~~heavily ~~report~~influenced ~~regarding~~by ~~substantial~~foreign, ~~doubt~~federal, ~~about~~state ~~our~~and ~~ability~~local togovernment ~~continue~~regulations and policies concerning the electric utility industry, as awell ~~going~~as ~~concern~~policies adopted by electric utilities. These regulations and policies often relate to electricity pricing and technical interconnection of customer-owned electricity generation. For example, currently, metering caps exist in certain jurisdictions, which limit the aggregate amount of power that may be sold by renewable power generators into the electric grid. These regulations and policies have been modified in the past and may be modified in the future in ways that could deter purchases of renewable energy systems and investment in the research and

~~(c)~~development ~~Reports~~of renewable energy technology. For example, without a mandated regulatory exception for renewable energy systems, utility customers are often charged interconnection or standby fees for putting distributed power generation on the electric utility grid. Such fees could increase the cost to ~~security~~our ~~holders~~customers of using renewable energy systems and make them less desirable, thereby harming our business, operating results and financial condition. Changes in net metering policies could also deter the purchase and use of renewable energy systems. In addition, electricity generated by renewable energy systems competes primarily with expensive peak hour electricity rates rather than with the less expensive average price of electricity. Modifications to the peak hour pricing policies of utilities, such as to a flat rate, would require renewable energy systems to achieve lower prices in order to compete with the price of electricity.

~~(1)~~Our ~~The~~auditors ~~Company~~have isincluded ~~not~~a ~~required~~paragraph toin ~~deliver~~their ~~an annual~~ report toregarding ~~security~~substantial ~~holders~~doubt ~~and~~about atour ~~this~~ability ~~time~~to ~~does~~continue ~~not~~as ~~anticipate the distribution of such~~ a ~~report~~going concern.

(2c) ~~The~~Reports ~~Company~~to ~~will~~security ~~file reports with the SEC~~holders. The Company will be a reporting company and will comply with the requirements of the Exchange Act once this Registration Statement becomes effective which will be automatically be 60 days after filing..

(31) The ~~public may read and copy any materials the~~ Company ~~files~~is ~~with~~not ~~the~~required ~~SEC~~to atdeliver the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an ~~Internet~~annual ~~site~~report ~~that~~to ~~contains~~security ~~reports,~~holders ~~proxy~~ and ~~information~~at ~~statements,~~this ~~and~~time ~~other~~does ~~information~~not ~~regarding~~anticipate ~~issuers that file electronically with~~ the ~~SEC,~~distribution ~~which~~of ~~can~~such bea ~~found at http://www~~report.~~sec.gov.~~

~~EMPLOYEES~~(2) The Company will file reports with the SEC. The Company will be a reporting company and will comply with the requirements of the Exchange Act once this Registration Statement becomes effective which will be automatically be 60 days after filing..

As(3) ofThe ~~December~~public 31may read and copy any materials the Company files with the SEC at the SEC's Public Reference Room at 450 Fifth Street, ~~2011~~N.W., weWashington, ~~had~~D.C. a20549. ~~total~~The public may obtain information on the operation of ~~One~~the ~~Part~~Public ~~-time~~Reference ~~employee.~~Room ~~This~~by ~~part~~calling the SEC at 1-~~time~~800-SEC-0330. ~~employee~~Additionally, isthe ~~not~~SEC ~~covered~~maintains byan aInternet ~~collective~~site ~~bargaining~~that ~~agreement~~contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

~~ITEM~~EMPLOYEES ~~2. DESCRIPTION OF PROPERTY.~~

WeAs ~~currently~~of ~~maintain~~December ~~our~~31, ~~executive offices~~2012, ~~consisting~~we had a total of ~~approximately~~One ~~300~~Part ~~square~~-time ~~feet~~employee. ofThis ~~space,~~part-time ~~215~~employee ~~Dino~~is ~~Drive~~not ~~Ann~~covered ~~Arbor,~~by MIa ~~48103~~collective bargaining agreement.

ITEM 32. ~~LEGAL~~DESCRIPTION ~~PROCEEDINGS~~OF PROPERTY.

~~The~~We ~~company~~currently ismaintain ~~not party~~our toexecutive ~~any~~offices, ~~legal~~consisting ~~proceedings~~of .approximately 300 square feet of space, 215 Dino Drive Ann Arbor, MI 48103

ITEM 43. ~~SUBMISSION~~LEGAL ~~OF MATTERS TO A VOTE OF SECURITY HOLDERS~~PROCEEDINGS.

~~None.~~The company is not party to any legal proceedings .

~~PART~~ITEM II4. Mine Safety Disclosures

~~ITEM~~Not 5Applicable. ~~MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.~~

~~(a)~~PART ~~1,500,000~~II shares of the Company’s common stock have previously been registered with the Securities and Exchange Commission (the Commission@ or any state securities agency or authority. The Company shares are quoted on the OTC Bulletin Board.

IfITEM ~~and~~5. ~~when~~MARKET ~~the~~FOR ~~Company~~REGISTRANT’sS ~~common~~COMMON ~~stock is traded in the over-the-counter market~~EQUITY , ~~the~~AND ~~shares~~RELATED ~~will~~STOCKHOLDER beMATTERS ~~subject~~AND toISSUER ~~the~~PURCHASES ~~provisions~~OF ofEQUITY ~~Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the Exchange Act@), commonly referred to as the A penny stock@ rule~~SECURITIES. ~~Section~~ ~~15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.~~

~~The Commission generally defines penny stock to be any equity security that has~~ (a) ~~market price less than $5.00 per share~~1,500,000 ~~subject to certain exceptions.~~shares ~~Rule~~of ~~3a51-1~~the ~~provides~~Company’s ~~that~~common ~~any equity security is considered to be a penny~~ stock ~~unless~~have ~~that~~previously ~~security~~been ~~is:~~ registered ~~and~~with ~~traded~~the onSecurities aand ~~national~~Exchange ~~securities~~Commission ~~exchange meeting specified criteria set by~~ (the Commission;@ ~~authorized for quotation on The NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share)~~ or ~~the~~any ~~issuer=s~~state ~~net~~securities ~~tangible~~agency ~~assets;~~ or ~~exempted from the definition by the Commission~~authority. IfThe ~~the~~ Company=s shares are ~~deemed~~quoted toon ~~be a penny stock, trading in~~ the ~~shares~~OTC will be subject to additional sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors, generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse.

~~For~~Bulletin transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must have received the purchaser=s written consent to the transaction prior to the purchaseBoard. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, the monthly statements must be sent disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker dealers to trade and/or maintain a market in the Companys common stock and may affect the ability of shareholders to sell their shares.

If and when the Company’s common stock is traded in the over-the-counter market, the shares will be subject to the provisions of Section 15(bg) ~~Holders.~~and AsRule 15g-9 of ~~December~~the 31Securities Exchange Act of 1934, ~~2012~~as amended (the Exchange Act@), ~~there~~commonly ~~was~~referred 31to ~~record~~as ~~holder~~the A penny stock@ rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g9(d)(1) incorporates the definition of ~~shares~~penny stock as that used in Rule 3a51-1 of the ~~Company's~~Exchange ~~Common Stock~~Act.

~~(c)~~The ~~Dividends.~~Commission ~~The~~generally ~~Registrant~~defines penny stock to be any equity security that has ~~not~~a ~~paid~~market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any ~~cash~~equity ~~dividends~~security is considered to ~~date~~be a penny stock unless that security is: registered and ~~does~~traded ~~not~~on ~~anticipate~~a ornational ~~contemplate~~securities ~~paying~~exchange ~~dividends~~meeting inspecified criteria set by the ~~foreseeable~~Commission; ~~future.~~authorized Itfor isquotation on The NASDAQ Stock Market; issued by a registered investment company; excluded from the ~~present~~definition ~~intention~~on the basis of ~~management~~price (at least $5.00 per share) or the issuers net tangible assets; or exempted from the definition by the Commission. If the Companys shares are deemed to ~~utilize~~be ~~all~~a ~~available~~penny ~~funds~~stock, ~~for~~trading in the ~~development~~shares will be subject to additional sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors, generally persons with assets in excess of ~~the~~$1,000,000 ~~Registrant's~~or ~~business~~annual income exceeding $200,000, or $300,000 together with their spouse.

~~SALES~~For OFtransactions ~~UNREGISTERED~~covered ~~SECURITIES~~by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must have received the purchaser=s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, the monthly statements must be sent disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker dealers to trade and/or maintain a market in the Companys common stock and may affect the ability of shareholders to sell their shares.

~~None~~ (b) Holders. As of December 31, 2012, there were 18 record holder of shares of the Company's Common Stock.

~~ITEM~~(c) 6Dividends. ~~MANAGEMENT'S~~The ~~DISCUSSION~~Registrant ~~AND~~has ~~ANALYSIS~~not ORpaid ~~PLAN~~any OFcash ~~OPERATION~~dividends to date and does 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 Registrant's business.

~~FORWARD~~SALES ~~LOOKING~~OF ~~STATEMENTS~~UNREGISTERED SECURITIES

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Shareholders are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, our ability to fully establish our proposed websites and our ability to conduct business with Palm, Inc. and be successful in selling products. Although we believe the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements contained in the report will prove to be accurate. None

~~GENERAL~~ ITEM 6. SELECTED FINANCIAL DATA

~~The~~As ~~following~~a ~~discussion~~registrant ~~and~~qualifying ~~analysis~~as ~~should~~a besmaller ~~read~~reporting ~~in conjunction with our consolidated financial statements and related footnotes for the year ended December 31~~company, ~~2011~~we ~~elsewhere~~are ~~in this Annual Report on Form 10-K. The discussion of results, causes and trends should~~ not berequired ~~construed~~ to ~~imply~~provide ~~any~~the ~~conclusion~~information ~~that~~required ~~such~~by ~~results~~this ~~or trends will necessarily continue in the future~~item.

WeITEM ~~plan to become a developer of renewable energy technologies for the commercial industrial and utility markets~~7. ~~Our~~ ~~target~~MANAGEMENT'S ~~customers~~DISCUSSION ~~will~~AND beANALYSIS ~~both~~OF ~~distributors~~FINANCIAL ~~and~~CONDITION ~~end-users~~AND ofRESULTS ~~energy~~OF who are interested in reducing their energy costs, environmental impact, and the variability of their monthly energy cost due to the volatility associated with these energy supplies. We believe we can become a leading energy solutions supplier to industrial, commercial and public sector clients.OPERATIONS

~~Significant~~FORWARD ~~Accounting~~LOOKING ~~Policies~~STATEMENTS ~~and Estimates~~

~~Management's~~This ~~Discussion~~report ~~and~~contains ~~Analysis~~certain offorward-looking ~~Financial Condition and Results of Operations discusses the Company's consolidated financial~~ statements, ~~which~~within ~~have been prepared in accordance with accounting principles generally accepted in~~ the ~~United~~meaning ~~States~~ of ~~America.~~Section ~~The~~27A ~~preparation~~ of ~~these financial statements requires management to make estimates and assumptions that affect~~ the ~~reported~~Securities ~~amounts~~Act of ~~assets~~1933, ~~and~~as ~~liabilities~~amended, atand ~~the~~Section ~~date~~21E of the ~~financial~~Securities ~~statements~~Exchange ~~and~~Act ~~the reported amounts~~ of ~~revenues~~1934, ~~and~~as ~~expenses during the reporting period~~amended. ~~Management~~Shareholders ~~bases~~are ~~its~~cautioned ~~estimates~~that ~~and~~all ~~judgments~~forward-looking onstatements ~~historical~~involve ~~experiences~~risks and onuncertainty, ~~various~~including ~~other~~without ~~factors~~limitation, ~~that~~our ~~are~~ability ~~believed~~ to befully ~~reasonable~~establish ~~under~~our ~~the~~proposed ~~circumstances,~~websites ~~the results of which form the basis for making judgments about the carrying value of assets~~ and ~~liabilities~~our ~~that~~ability ~~are~~to ~~not~~conduct ~~readily~~business ~~apparent~~with ~~from~~Palm, ~~other sources~~Inc. ~~Actual~~and ~~results~~be ~~may~~successful ~~differ~~in ~~from~~selling ~~these estimates under different assumptions or conditions~~products. ~~The~~Although ~~most~~we ~~significant~~believe ~~accounting estimates inherent in~~ the ~~preparation~~assumptions ofunderlying the ~~Company's~~forward-looking ~~financial~~ statements ~~relate~~contained toherein ~~the~~are ~~allowance~~reasonable, ~~for~~any ~~doubtful~~of ~~accounts.~~the ~~These~~assumptions ~~accounting~~could ~~policies~~be ~~are~~inaccurate, ~~described~~and attherefore, ~~relevant~~there ~~sections~~can inbe ~~this~~no ~~discussion~~assurance ~~and~~that ~~analysis and in~~ the ~~notes~~forward-looking ~~to the consolidated financial~~ statements ~~included~~contained in ~~this Annual Report on Form l0-K for~~ the ~~year~~report ~~ended~~will ~~December~~prove ~~31,~~to ~~2011~~be accurate.

~~LIQUIDITY~~GENERAL ~~AND CAPITAL RESOURCES~~

InThe ~~2009,~~following wediscussion ~~raised~~and ~~$450,000~~analysis ~~from~~should ~~the~~be ~~sale~~read ofin conjunction with our ~~common~~consolidated ~~stock~~financial .statements and related

Wefootnotes ~~have~~for ~~incurred~~the ~~net~~year ~~losses~~ended ~~since~~December ~~our~~31, ~~inception~~2012 ofelsewhere ~~563,863,241. In~~in ~~order~~this ~~for~~Annual usReport toon ~~continue~~Form in10-K. ~~existence,~~The wediscussion ~~will~~of ~~have~~results, tocauses ~~raise~~and ~~additional~~trends ~~capital~~should ~~through~~not ~~the~~be ~~sale~~construed ofto ~~equity~~imply orany ~~debt~~conclusion orthat ~~generate~~such ~~sufficient~~results ~~profits~~or ~~from~~trends ~~operations,~~will ornecessarily acontinue ~~combination~~in ofthe ~~both~~future.

We ~~registerd~~plan to become a developer of renewable energy technologies for ~~sale~~the ~~1,500,000~~commercial ~~shares~~industrial and utility markets. Our target customers will be both distributors and end-users of ~~our~~energy ~~common~~who ~~stock~~are oninterested ain ~~best~~reducing ~~efforts~~their ~~basis~~energy costs, environmental impact, and the variability of their monthly energy cost due to ~~provide~~the usvolatility associated with upthese energy supplies. We believe we can become a leading energy solutions supplier to ~~$450~~industrial,~~000~~ ofcommercial ~~additional~~and ~~capital.~~public sector clients.

~~ITEM~~Critical 7.Accounting ~~FINANCIAL~~Policies ~~STATEMENTS.~~

~~See~~Critical ~~pages~~Accounting ~~beginning~~Policies ~~with~~for ~~page~~a ~~F-1.~~ 10K

~~ITEM~~We 8prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. ~~CHANGES~~We INbase ~~AND~~our ~~DISAGREEMENTS~~estimates ~~WITH~~and ~~ACCOUNTANTS~~judgments ONon ~~ACCOUNTING~~historical ~~AND~~experience, ~~FINANCIAL~~current ~~DISCLOSURE~~trends and other factors that management believes to be important at the time the financial statements are prepared and actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies which are assumptions made by management about matters that are highly uncertain and that are of critical importance in the presentation of our financial position, results of operations and cash flows. On a regular basis, we review our accounting policies and how they are applied and disclosed in our financial statements.

OnUse ~~April~~of 1, 2010, Solar Acquisition Corp (1) Gruber & Company, LLC resigned as the Company’s independent accountant due to reaching the five year limit imposed by the Public Company Accounting Oversight Board. (2) The Company retained Peter Messineo, CPA (“PM”) as its new independent accountants.Estimates

~~Gruber~~Management's &Discussion and Analysis of Financial Condition and Results of Operations discusses the Company's financial statements, ~~LLC’s report~~which onhave been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements ofrequires ~~Solar~~management ~~Acquisition~~to ~~Corp for~~make estimates and assumptions that affect the ~~years~~reported ~~ended~~amounts ~~December 31,~~of ~~2008~~assets and ~~2009~~liabilities ~~did~~at ~~not~~the ~~contain~~date anof ~~adverse~~the ~~opinion~~financial orstatements ~~disclaimer~~and the reported amounts of ~~opinion,~~revenues ~~nor~~and ~~was~~expenses itduring ~~qualified~~the orreporting ~~modified~~period. asManagement tobases ~~uncertainty,~~its ~~audit~~estimates ~~scope,~~and orjudgments ~~accounting~~on ~~principles,~~historical ~~except~~experiences and on various other factors that ~~their~~are ~~reports~~believed ~~for~~to ~~each~~be ofreasonable under the ~~years~~circumstances, ~~ended~~the ~~December~~results ~~31,~~of ~~2009and~~which ~~2008~~form ~~included~~the anbasis ~~explanatory~~for ~~paragraph~~making ~~stating~~judgments ~~that~~about the ~~company~~carrying ~~was~~value aof ~~development-stage~~assets ~~company~~ and ~~had~~liabilities that are not ~~yet~~readily ~~begun~~apparent ~~operations~~from ~~nor~~other ~~raised~~sources. ~~any~~Actual ~~monies~~results tomay ~~fund~~differ ~~such~~from ~~operations~~these estimates under different assumptions or conditions. ~~These~~The ~~factors~~most ~~raised~~significant ~~substantial~~accounting ~~doubt~~estimates asinherent toin the ~~company~~preparation of the Company's ~~ability~~financial statements relate to ~~continue~~the asallowance afor ~~going~~doubtful ~~concern~~accounts. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the consolidated financial statements included in this Annual Report on Form l0-K for the year ended December 31, 2012.

~~The~~LIQUIDITY ~~resignation~~AND ofCAPITAL ~~Gruber~~RESOURCES ~~& Company, LLC and the decision to retain PM was unanimously approved by Solar Acquisition’s board of directors.~~

~~From~~We ~~the~~have ~~date~~incurred ofnet ~~the~~losses ~~last~~since ~~audited~~our ~~financial~~inception ~~statements through the date~~ of $ ~~resignation Solar Acquisition Corp had no disagreements~~565, ~~whether or not resolved~~149,207. ~~with~~In ~~Gruber~~order &for ~~Company,~~us ~~LLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved~~ to ~~Gruber~~continue &in ~~Company’s satisfaction~~existence, ~~would~~we will have ~~caused Gruber & Company, LLC~~ to ~~make~~raise ~~reference~~additional tocapital through the ~~subject~~sale ~~matter~~ of ~~the~~equity ~~disagreement~~or indebt ~~connection~~or ~~with~~generate ~~its~~sufficient ~~report.~~profits ~~There~~from ~~were~~operations, noor ~~events otherwise reportable under Item 304(~~a~~)(1)(iv)~~ combination of ~~Regulation S-B.~~

During the two most recent fiscal years of Solar Acquisition Corp, Solar Acquisition Corp did not consult PM regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on Solar Acquisition Corp’s financial statementsboth.

~~Solar~~We ~~Acquisition~~registerd ~~Corp~~for ~~provided~~sale ~~Gruber & Company~~1,500,000 ~~LLC~~shares ~~with a copy~~ of ~~this~~our ~~report.~~common ~~Attached~~stock ason ~~Exhibit 16.1 is~~ a ~~copy~~best ofefforts abasis ~~letter~~to ~~from~~provide ~~Gruber~~us ~~& Company, LLC agreeing~~ with ~~the~~up ~~statements~~to ~~made~~$450,000 inof ~~this~~additional ~~report~~capital.

~~Here~~We have no known demands or commitments and are ~~the~~not ~~changes~~aware of any events or uncertainties as of December 31, 2012 that will result in or that are reasonably likely to ~~the~~materially ~~audit~~increase ~~fee~~or ~~section:~~decrease our current liquidity.

~~Item~~Capital 8AResources. ~~CONTROLS AND PROCEDURES.~~

~~Reference~~We ishad ~~made~~no tomaterial ~~the~~commitments ~~disclosures~~for ~~below~~capital ~~under~~expenditures ~~Item~~as ~~8A(T)~~of ~~Controls~~December 31, 2012 and ~~Procedures~~2011.

~~Item~~Off ~~8A(T). Controls~~Balance ~~and~~Sheet ~~Procedures~~Arrangements.

~~Disclosure~~We ~~Controls~~currently ~~and~~have ~~Procedures~~no off-balance sheet arrangements

~~Our~~Results ~~President being the sole member~~ of our management, in his capacity as our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report (December 31, 2010), as is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Our disclosure controls and procedures are intended to ensure that the information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as the principal executive and financial officers, respectively, to allow timely decisions regarding required disclosures. Operations

~~Based~~Net onloss ~~that~~for ~~evaluation,~~year ~~our~~ended ~~President~~December ~~concluded~~31, ~~that~~2012 was $(1,285,966) as ofcompared ~~the~~to ~~end~~$(561,075,149) offor the ~~period~~year ~~covered~~ended byDecember ~~this Annual Report~~31, ~~our disclosure controls and procedures were effective~~2011.

~~Our~~Total ~~management~~Operating has concluded that the financial statements included in this Form 10-K present fairly, in all material respects our financial position, results of operations and cash flows for the periods presented in conformity with generally accepted accounting principles.Expenses

ItTotal ~~should~~operating beexpenses ~~noted~~for ~~that~~the ~~any~~year ~~system~~ended ofDecember ~~controls~~31, ~~however~~2012 ~~well~~were ~~designed and operated~~$678,366 ~~can~~as ~~provide~~compared ~~only~~to ~~reasonable~~$561, ~~and not absolute~~075,149 ~~assurance~~for ~~that~~ the ~~objectives~~year ofended ~~the~~December ~~system will be met. In addition~~31, ~~the~~2011 ~~design~~which ofincluded ~~any~~a ~~control~~writedown ~~system is based in part upon certain assumptions about the likelihood~~ of ~~future events~~$550,409,027.

~~Management’s~~Total ~~Annual~~Assets. Total ~~Report~~assets onat ~~Internal~~December ~~Control~~31, ~~Over~~2012 ~~Financial~~and ~~Reporting~~2011

~~Our~~Total ~~management~~Assets isas ~~responsible~~at ~~for~~December ~~establishing~~31, ~~and~~2012 ~~maintaining~~were ~~adequate internal control over financial reporting~~$5,396,930 as ~~defined~~compared ~~in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is designed~~ to ~~provide~~$6,064,546 ~~reasonable~~for ~~assurance regarding~~ the ~~reliability~~year ofended ~~financial~~December ~~reporting~~31, ~~and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles~~2011.

~~Our~~Total President conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as set forth in Internal Control - Integrated FrameworkLiabilities. Based on our evaluation under the framework in Internal Control - Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2011.

~~This~~Total ~~annual~~liabilities ~~report~~for ~~does~~the ~~not~~year ~~include~~ended anDecember ~~audit~~31, or2012 ~~attestation~~were ~~report~~$5,269,597 ofas ~~our~~compared ~~registered public accounting firm regarding our internal control over financial reporting. Our management’s report was not subject~~ to ~~audit~~$4,651,247 orfor ~~attestation by our registered public accounting firm pursuant to temporary rules of~~ the ~~SEC~~year ~~that~~ended ~~permit~~December us31, ~~to provide only management’s report in this annual report~~2011.

~~ecause~~ITEM ~~of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements~~8. ItFINANCIAL ~~should~~STATEMENTS beAND SUPPLEMENTARY ~~noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met~~DATA. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Also, 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.

~~Evaluation~~See ofpages ~~Changes~~beginning inwith ~~Internal~~page ~~Control~~F-1. attached ~~over~~hereto ~~Financial~~at ~~Reporting~~the end of this filing.

~~Our~~ITEM President also conducted an evaluation of our internal control over financial reporting to determine whether any change occurred during the fourth quarter of 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting9. ~~Based~~CHANGES onIN ~~that~~AND ~~evaluation,~~DISAGREEMENTS ~~our~~WITH ~~management~~ACCOUNTANTS ~~concluded~~ON ~~that~~ACCOUNTING ~~there~~AND ~~were~~FINANCIAL ~~no changes~~DISCLOSURE. ~~As of the end of the period covered by this Annual~~ .

~~Report~~On January 10, no2013, ~~deficiencies~~Peter ~~were~~Messineo, ~~identified~~CPA declined to sit for re-election as the Company’s independent registered audit firm due to changes in ~~our~~his ~~internal~~firm. ~~controls~~On ~~over~~December ~~financial~~17, ~~reporting~~2012, ~~which~~Peter ~~constitute~~Messineo ajoined ~~“material~~the ~~weakness~~firm now known as DKM Certified Public Accountants.”

WeThe ~~believe~~reports ~~that~~of ~~our~~Peter ~~failure~~Messineo, toCPA ~~include~~as ~~this~~of ~~report~~and onfor ~~internal~~the ~~controls~~fiscal ~~has~~years ~~not~~ended ~~negatively~~December ~~impacted~~31, ~~the~~2011 ~~effectiveness~~and ofDecember of31, ~~our~~2010 ~~disclosure~~contained no ~~controls~~adverse opinion or disclaimer of opinion and ~~procedures~~were asnot ofqualified or ~~December~~modified 31as to uncertainty, audit ~~2011.~~scope or

Weaccounting ~~acknowledge~~principle except ~~that the failure~~ to ~~perform~~indicate ~~management’s~~that ~~assessment~~there ~~adversely~~was substantial doubt ~~affects~~about the ~~company~~Company’s ~~and its shareholders~~ ability to ~~avail~~continue ~~themselves~~as ofa ~~rules~~going ~~and forms that are predicated on the current or timely filing of Exchange Act reports~~concern.

~~PART~~During ~~III~~the fiscal years ended December 31, 2011 and 2010, and through each subsequent period, there have been no disagreements with Peter Messineo, CPA 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 Peter Messineo, CPA would have caused them to make reference thereto in connection with their report on the financial statements for such years.

~~ITEM~~On 9.January ~~DIRECTORS~~10, ~~EXECUTIVE~~2013 ~~OFFICERS,~~the ~~PROMOTERS~~Company ~~AND~~engaged ~~CONTROL~~DKM ~~PERSONS;~~Certified ~~COMPLIANCE~~Public ~~WITH~~Accountants ~~SECTION~~as ~~16(a)~~their OFindependent ~~THE~~registered ~~EXCHANGE~~accounting ~~ACT~~firm.

~~DIRECTORS~~Item 9A. CONTROLS AND ~~EXECUTIVE OFFICERS~~ PROCEDURES.

~~Our~~Disclosure ~~executive~~Controls ~~officers~~ and ~~directors are:~~ Procedures

~~Name~~Evaluation of Disclosure Controls and Procedures

~~Age~~We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, who is the same person, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

~~Position~~Limitations on Systems of Controls

~~Peter~~Our ~~Klamka~~management, including our principal executive officer and principal financial officer, who is the same person, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or 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. Further, 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. Due to 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, have been detected. To address the material weaknesses identified in our evaluation, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

43Management’s Report on Internal Control Over Financial Reporting

~~Chairman~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the ~~Board~~supervision of, ~~CEO~~the company’s principal executive and principal financial officers and effected by the company’s board of directors, ~~President~~management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

~~Treasurer~~• Pertain to the maintenance of records that in reasonable detail accurately and ~~Secretary.~~fairly reflect the transactions and dispositions of the assets of the company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

~~The~~• ~~business~~Provide ~~experience,~~reasonable ~~principal~~assurance ~~occupations~~regarding ~~and~~prevention ~~employment~~or timely detection of unauthorized acquisition, asuse ~~well~~or asdisposition of the ~~periods~~company’s ofassets ~~service,~~that ofcould ~~our~~have ~~sole~~a ~~director~~material ~~and~~effect ~~executive~~on ~~officer~~the financial statements.

~~The~~Because ~~business~~of ~~experience~~its inherent limitations, ~~principal~~internal ~~occupations~~control ~~and~~over ~~employment,~~financial asreporting ~~well~~may asnot ~~the~~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 ~~service~~changes in conditions, or that the degree of ~~our~~compliance ~~sole~~with ~~director~~the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and ~~executive~~presentation. ~~officer~~Because ~~during~~of the ~~last~~inherent ~~five~~limitations ~~years~~of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are ~~set~~known ~~forth~~features ~~below~~of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

~~Peter~~As ~~Klamka~~of ~~has~~December 31, ~~been~~2012 ~~our~~management ~~Chairman~~assessed the effectiveness of ~~the~~our ~~Board~~internal ~~and~~control ~~Chief~~over ~~Executive~~financial ~~Officer~~reporting ~~since~~based ~~our~~on ~~inception.~~the ~~Mr.~~criteria ~~Klamka~~for ~~has~~effective ~~been~~internal ~~active~~control inover ~~developing,~~financial ~~funding,~~reporting ~~and~~established ~~operating~~in ~~various~~Internal ~~start~~Control--Integrated upFramework ~~companies~~issued ~~over~~by the ~~past~~Committee ~~twenty~~of ~~years. He~~Sponsoring isOrganizations of the ~~former~~Treadway ~~Chairman~~Commission (“COSO”) and ~~CEO~~SEC ofguidance ~~GiraSolar~~on ~~Inc~~conducting such assessments. Based on that evaluation, athey ~~Solar~~concluded ~~energy~~that, ~~company~~during ~~based~~the inperiod ~~Europe~~covered ~~that~~by ~~trades~~this onreport, ~~the~~such ~~Pink~~internal ~~Sheets.~~controls ~~Mr.~~and ~~Klamka~~procedures iswere ~~also~~not effective to detect the ~~CEO~~inappropriate application of ~~Cephas~~US ~~Holdings~~GAAP ~~Inc~~rules as more fully described below., aThis ~~reporting~~was ~~company,~~due to deficiencies that ~~develops~~existed ~~and~~in ~~markets~~the ~~mobile~~design ~~phone~~or ~~applications. He~~operation isof ~~also~~our ainternal ~~principal~~controls ~~officer~~over infinancial ~~several~~reporting ~~other~~that ~~ventures~~adversely ~~including~~affected ~~WTTJ~~our ~~Corp~~internal controls and that may be considered to be material weaknesses.

~~EMPLOYMENT~~The ~~AND~~matters ~~CONSULTING~~involving ~~AGREEMENTS~~internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) ineffective controls over period end financial disclosure and reporting processes; and, (4) management is dominated by a single individual without adequate compensating controls. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2012

WeManagement ~~have~~believes nothat ~~employment~~the ormaterial ~~other~~weaknesses ~~written~~set ~~agreement~~forth ~~with~~above ~~Peter~~did ~~Klamka,~~not ~~our~~have ~~President~~an ~~and~~effect ~~Chief~~on ~~Executive~~our ~~Officer.~~financial Mrresults. ~~Klamka.~~However, ~~The~~management ~~Company~~ believes that ~~Mr.~~the ~~Klamka~~lack ~~will~~of ~~continue~~a tofunctioning ~~waive~~audit ~~any~~committee ~~salary~~and ~~for~~the lack of a majority of outside directors on our board of directors results in ineffective oversight in the ~~foreseeable~~establishment ~~future~~and monitoring of required internal controls and procedures, ~~although~~which nocould ~~assurance~~result ~~thereof~~in ~~can~~a bematerial ~~given.~~misstatement in our financial statements in future periods.

~~Mr.~~PART ~~Klamka~~III ~~is involved in other business ventures, including the ownership and management other private and public businesses.~~

WeITEM ~~have~~10. noDIRECTORS, ~~employment~~EXECUTIVE orOFFICERS, ~~other~~AND ~~written~~CORPORATE ~~agreement with Mr. Klamka.~~ GOVERNANCE

~~SECURITY~~DIRECTORS ~~OWNERSHIP~~AND OFEXECUTIVE ~~CERTAIN~~OFFICERS ~~BENEFICIAL OWNERS AND MANAGEMENT~~

~~The~~Our following table sets forth information as of the date of this report, relating to the beneficial ownership of our common stock by those persons known to us to beneficially own more than 5% of our capital stock, by our director and executive ~~officer,~~officers and ~~by all of our~~ directors ~~and~~are: ~~executive officers as a group.~~

Name of Beneficial Owner(1)	Number Of Shares	Percent Ownership
Barton PK, LLC (2) Richard Mays Condor Financial Management, S.A. (3) Ecorum Limited (4) liveIR (5) Susan Radke Algol (6) Ajoy Garapati Joe Eberhard HW Funds Group, LLC (7) Dynamic Development (8)	1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 500,000 500,000	8.6% 8.6% 8.6% 8.6% 8.6% 8.6% 8.6% 8.6% 8.6% 4.3% 4.3%
All Directors, Officers and Principal Stockholders as a Group	1,0000000	86.6%

Name

1.)	The address of each shareholder is care of Solar Acquisition Corp at 215 Dino Drive, Ann Arbor, MI 48103 unless otherwise stated.
2.)	Peter Klamka, sole director and officer of Solar Acquisition Corp., is a beneficial owner in Barton PK, LLC.
3.)	Joe Eberhard is the Director and the address is P.O. Box 9112 CH-8036 Zurich Switzerland
4.)	Joe Eberhard is the Director and the address is P.O. Box 9112 CH-8036 Zurich Switzerland
5.)	Brandon Wynn is the President and the address is 1919 Van Buren St. #611A, Hollywood, FL 33020
6.)	Carol Wynn Eldred is the President and the address is 2212 South Cypress Bend Drive #201, Pompano Beach, FL 33069
7.)	Joe Logan is the Managing Director and the address is 708 Third Avenue, 11th Floor, New York, NY 10017
8.)	Avi Shapiro is the President and the address is YUNITSMAN 2/523, TEL AVIV YAFO 69360, ISRAEL

Age

~~CODE OF ETHICS~~ Position

WePeter have not yet adopted a code of ethics that applies to our principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions, since we have been focusing our efforts on obtaining financing for the company. We expect to adopt a code by the end of the current fiscal year. Klamka

~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~ 44

~~Section~~Chairman ~~16(a)~~ of the ~~Securities Exchange Act of 1934 requires our officers~~Board, ~~directors~~CEO, and persons who beneficially own more than 10% of our common stock to file reports of securities ownership and changes in such ownership with the Securities and Exchange Commission ("SEC"). Officers, directors and greater than 10% beneficial owners are also required by rules promulgated by the SEC to furnish us with copies of all Section 16(a) forms they file. President

~~Based~~Treasurer solely upon a review of the copies of such forms furnished to us, or written representations that no Form 5 filings were required, we believe that during the fiscal period ended December 31, 2006, there was compliance with all Section 16(a) filing requirements applicable to our officers, directors and ~~greater than 10% beneficial owners~~Secretary.

~~ITEM~~The ~~10.~~business ~~EXECUTIVE~~experience, ~~COMPENSATION~~principal occupations and employment, as well as the periods of service, of our sole director and executive officer.

~~None~~The business experience, principal occupations and employment, as well as the periods of service, of our sole director and executive officer during the last five years are set forth below.

~~COMPENSATION~~Peter OFKlamka ~~DIRECTORS~~has been our Chairman of the Board and Chief Executive Officer since our inception. Mr. Klamka has been active in developing, funding, and operating various start up companies over the past twenty years. He is the former Chairman

~~Directors~~and doCEO ~~not~~of ~~receive~~GiraSolar ~~compensation~~Inc., ~~but~~a ~~are~~Solar ~~reimbursed~~energy ~~for~~company ~~their~~based ~~expenses~~in ~~for~~Europe ~~each~~that ~~meeting~~trades ofon the ~~board~~Pink Sheets. Mr. Klamka is also the CEO of Cephas Holdings Inc., a reporting company, that ~~they~~develops ~~attend~~and markets mobile phone applications. He is also a principal officer in several other ventures including WTTJ Corp.

~~STOCK~~EMPLOYMENT ~~OPTION~~AND ~~PLANS~~CONSULTING AGREEMENTS

~~None~~We have no employment or other written agreement with Peter Klamka, our President and Chief Executive Officer. Mr. Klamka. The Company believes that Mr. Klamka will continue to waive any salary for the foreseeable future, although no assurance thereof can be given.

~~ITEM 11~~Mr. ~~SECURITY~~Klamka ~~OWNERSHIP~~is OFinvolved ~~CERTAIN~~in ~~BENEFICIAL~~other ~~OWNERS~~business ~~AND~~ventures, ~~MANAGEMENT~~including the ownership and management other private and public businesses.

~~None~~We have no employment or other written agreement with Mr. Klamka.

~~EQUITY~~Item ~~COMPENSATION~~12. ~~PLANS~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND RELATED STOCKHOLDER MATTERS

~~None~~ The following table sets forth information as of the date of this report, relating to the beneficial ownership of our common stock by those persons known to us to beneficially own more than 5% of our capital stock, by our director and executive officer, and by all of our directors and executive officers as a group.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


Name of Beneficial Owner(1)	Number Of Shares	Percent Ownership
Barton PK, LLC (2) Richard Mays Condor Financial Management, S.A. (3) Ecorum Limited (4) liveIR (5) Susan Radke Algol (6) Ajoy Garapati Joe Eberhard HW Funds Group, LLC (7) Dynamic Development (8)	1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 500,000 500,000	8.6% 8.6% 8.6% 8.6% 8.6% 8.6% 8.6% 8.6% 8.6% 4.3% 4.3%
All Directors, Officers and Principal Stockholders as a Group	1,0000000	86.6%

NONE.


1.)	The address of each shareholder is care of Solar Acquisition Corp at 215 Dino Drive, Ann Arbor, MI 48103 unless otherwise stated.
2.)	Peter Klamka, sole director and officer of Solar Acquisition Corp., is a beneficial owner in Barton PK, LLC.
3.)	Joe Eberhard is the Director and the address is P.O. Box 9112 CH-8036 Zurich Switzerland
4.)	Joe Eberhard is the Director and the address is P.O. Box 9112 CH-8036 Zurich Switzerland
5.)	Brandon Wynn is the President and the address is 1919 Van Buren St. #611A, Hollywood, FL 33020
6.)	Carol Wynn Eldred is the President and the address is 2212 South Cypress Bend Drive #201, Pompano Beach, FL 33069
7.)	Joe Logan is the Managing Director and the address is 708 Third Avenue, 11th Floor, New York, NY 10017
8.)	Avi Shapiro is the President and the address is YUNITSMAN 2/523, TEL AVIV YAFO 69360, ISRAEL

ITEM 13. CERTAIN ~~EXHIBITS~~RELATIONSHIPS AND ~~REPORTS~~RELATED ONTRANSACTIONS, ~~FORM~~AND ~~8-K.~~DIRECTOR INDEPENDENCE

~~(a)~~CODE ~~Exhibits~~OF toETHICS ~~this Form 10-K:~~

3We have not yet adopted a code of ethics that applies to our principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions, since we have been focusing our efforts on obtaining financing for the company.1 We expect to adopt a code by the end of the current fiscal year.

~~Articles~~SECTION of16(a) ~~incorporation~~BENEFICIAL ~~dated~~OWNERSHIP ~~June~~REPORTING 3,COMPLIANCE ~~2006(1)~~

3Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors, and persons who beneficially own more than 10% of our common stock to file reports of securities ownership and changes in such ownership with the Securities and Exchange Commission ("SEC").2 Officers, directors and greater than 10% beneficial owners are also required by rules promulgated by the SEC to furnish us with copies of all Section 16(a) forms they file.

~~By-Laws~~Based solely upon a review of the copies of such forms furnished to us, or written representations that no Form 5 filings were required, we believe that during the fiscal period ended December 31, 2006, there was compliance with all Section 16(1a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners.

~~31.~~(1) Incorporated by reference from the Company’s Form 10SB filed September 2006.

~~Certification~~ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

~~32.1~~AUDIT FEES

~~Certification~~ We have been billed $7,500 for our audit of the annual filing on Form 10-K, for the year ended December 31, 2012 by our current audit firm, DKM CPAs, PA.

~~(1)~~AUDIT-RELATED ~~Incorporated~~FEES ~~by reference from the Company’s Form 10SB filed September 2006.~~

~~ITEM~~There ~~14.~~were ~~PRINCIPAL~~no ~~ACCOUNTANT~~fees ~~FEES~~billed ~~AND~~for ~~SERVICES~~services reasonably related to the performance of the audit or review of our financial statements outside of those fees disclosed above under "Audit Fees".

~~AUDIT~~TAX FEES

WeThere ~~have~~were ~~been~~no fees billed ~~$2,400~~during ~~for~~this ~~our~~fiscal ~~audit~~period ~~of the annual filing on Form 10-K,~~ for ~~the~~tax ~~year ended December 31~~compliance, ~~2011~~tax ~~by our current audit firm~~advice, ~~Peter~~and ~~Messineo,~~tax ~~CPA~~planning services.

~~AUDIT-RELATED~~ALL OTHER FEES

There were no fees billed for services ~~reasonably~~by ~~related to the performance of the audit or review of~~ our ~~financial~~principal ~~statements~~accountant, ~~outside~~other ofthan those ~~fees~~ disclosed above ~~under "Audit Fees"~~.

~~TAX~~PRE-APPROVAL ~~FEES~~POLICIES AND PROCEDURES

~~There~~Prior ~~were~~to noengaging ~~fees~~our ~~billed~~accountants ~~during~~to ~~this~~perform ~~fiscal~~a ~~period~~particular ~~for~~service, ~~tax~~our ~~compliance,~~board ~~tax~~of ~~advice,~~directors ~~and~~obtains ~~tax~~an ~~planning~~estimate ~~services~~for the service to be performed.

~~ALL~~ITEM ~~OTHER~~15. EXHIBITS, ~~FEES~~FINANCIAL STATEMENT SCHEDULES

~~There were no fees billed for services by our principal accountant, other than those disclosed above~~31. 1

~~PRE-APPROVAL~~Certification ~~POLICIES~~pursuant ~~AND~~to ~~PROCEDURES~~Section 302 of the Sarbanes-Oxley Act

~~Prior to engaging our accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed~~32. 1

~~SIGNATURES~~Certification pursuant to Section 906 of the Sarbanes-Oxley Act

~~In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~ SIGNATURES

~~Solar~~In ~~ACQUISITION~~accordance ~~CORP~~with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~Dated:~~Solar ACQUISITION CORP.

~~April 16, 2012~~Dated:

~~s/s~~April ~~Peter~~17, ~~Klamka~~2013

s/s Peter Klamka~~, President~~

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

~~SIGNATURE~~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.

~~TITLE~~SIGNATURE

~~DATE~~TITLE

~~----------------~~DATE

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

---------

~~Chairman, President,~~---------

~~Secretary~~Chairman, ~~and~~President,

~~Chief~~Secretary ~~Executive Officer~~and

~~/s/~~Chief ~~Peter~~Executive ~~Klamka~~Officer

~~(Principal~~/s/ ~~Executive~~Peter Klamka

~~----------------------------~~(Principal Executive

~~and Accounting Officer)~~----------------------------

~~April~~and ~~16,~~Accounting ~~2012~~Officer)

~~Peter~~April ~~Klamka~~17, 2013

~~SOLAR~~Peter ~~ACQUISITION CORP.~~Klamka

ASOLAR ~~Development~~ACQUISITION ~~Stage Company~~CORP

FINANCIAL STATEMENTS

AsDECEMBER ~~of December~~ 31, ~~2011 and 2010 and the Years the Ended~~2012

~~Contents~~DKM CERTIFIED PUBLIC ACCOUNTANTS 2451 N McMullen Booth Rd Ste. 308 Clearwater, FL 33759-1352 Main: (727) 444-1901 Cell: (727) 452-4803

~~Financial~~REPORT ~~Statements:~~OF ~~Report~~INDEPENDENT ofREGISTERED ~~Independent~~PUBLIC ~~Registered~~ACCOUNTING ~~Public Accounting Firm Balance Sheets Statements of Operations Statements of Changes in Stockholders’ Equity Statements of Cash Flows Notes to Financial Statements~~FIRM

~~Peter~~To ~~Messineo~~the ~~Certified~~Board ~~Public~~of ~~Accountant~~Directors ~~1982 Otter Way Palm Harbor FL 34685 peter@pm-cpa.com T 727.421.6268 F 727.674.0511~~of:

~~REPORT~~Solar OFAcquisition ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Corp.

ToAnn ~~the~~Arbor, ~~Board of Directors and~~MI

~~Stockholders~~We have audited the accompanying balance sheet of Solar Acquisition Corp. as of December 31, 2012 and the related statements of operations, stockholders' equity and cash flows for the year then ended and for the period June 3, 2006 (date of inception) through December 31, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

IWe ~~have~~conducted ~~audited~~our ~~the~~audits ~~balance~~in ~~sheets~~accordance with the standards of ~~Solar~~the ~~Acquisition~~Public ~~Corp.~~Company asAccounting ofOversight ~~December~~Board ~~31,~~(United ~~2011~~States). ~~and~~Those ~~2010~~standards require that we plan and perform the ~~related~~audit ~~statements~~to ofobtain ~~operations,~~reasonable ~~changes~~assurance inabout ~~stockholders’~~whether ~~equity,~~the ~~and~~financial ~~cash~~statements ~~flows~~are ~~for~~free ~~the~~of ~~years~~material ~~then~~misstatement. ~~ended~~An ~~and~~audit ~~for~~includes ~~the~~examining, ~~period~~on ~~June~~a 3test basis, ~~2006~~evidence ~~(date~~supporting ofthe ~~inception)~~amounts ~~through~~and ~~December~~disclosures ~~31,~~in ~~2011. These~~the financial statements. ~~are~~An ~~the~~audit ~~responsibility~~also ofincludes assessing the ~~Company’s~~accounting ~~management. My~~principles ~~responsibility~~used isand tosignificant ~~express~~estimates anmade ~~opinion~~by onmanagement, ~~these~~as well as evaluating the overall financial ~~statements~~statement ~~based~~presentation. We onbelieve mythat our audits provide a reasonable basis for our opinion.

IIn ~~conducted~~our myopinion, ~~audits in accordance with~~ the ~~standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the~~ financial statements ~~were~~referred ~~free~~to ofabove ~~material~~present ~~misstatement. The Company was not required to have~~fairly, ~~nor~~in ~~was~~all Imaterial ~~engaged to perform~~respects, anthe ~~audit of its internal control over~~ financial ~~reporting. My~~position ~~audit included consideration~~ of ~~internal~~Solar ~~control~~Acquisition ~~over~~Corp. ~~financial reporting~~ as aof ~~basis~~December ~~for~~31, ~~designing~~2012 ~~audit~~and ~~procedures~~the ~~that~~results ~~were~~of ~~appropriate~~its inoperations ~~the~~and ~~circumstances,~~its ~~but~~cash ~~not~~flows for the ~~purpose~~year ofthen ~~expressing~~ended anand ~~opinion~~for on the ~~effectiveness~~period ofJune ~~the Company’s internal control over financial reporting. Accordingly~~3, I2006 ~~express~~(date noof ~~such~~inception) ~~opinion. An~~through ~~audit~~December ~~includes examining~~31, ~~on a test basis~~2012, ~~evidence supporting the amounts and disclosures~~ in ~~the~~conformity ~~financial~~with ~~statements, assessing the~~ accounting principles ~~used~~generally ~~and~~accepted ~~significant~~in ~~estimates made by management, as well as evaluating~~ the ~~overall~~United ~~financial~~States ~~statement~~of ~~presentation~~America. I ~~believe that my audits provide a reasonable basis for my opinion.~~

InThe myaccompanying ~~opinion,~~financial statements have been prepared assuming that the ~~financial~~Company ~~statements,~~will ~~referred~~continue toas ~~above,~~a ~~present~~going ~~fairly,~~concern. As discussed in ~~all~~Note ~~material~~2 ~~respects,~~to the financial ~~position~~statements, ofthe ~~Solar~~Company ~~Acquisition~~has ~~Corp.~~recurring aslosses ofand ~~December~~negative 31cash flows from operating activities, ~~2011~~a ~~and~~working ~~2010~~capital deficit, and ~~the~~a ~~results~~stockholders' ofdeficit. ~~its~~These ~~operations~~conditions ~~and~~raise substantial doubt about its ~~cash~~ability ~~flows~~to ~~for~~continue ~~the~~as ~~years~~a ~~then~~going ~~ended~~concern. ~~and~~Management's ~~for~~plans ~~the~~in ~~period~~regard ~~June~~to 3,these ~~2006~~matters ~~(date~~are ofalso ~~inception)~~described ~~through~~in ~~December~~Note ~~31,~~2. ~~2011,~~The infinancial ~~conformity~~statements ~~with~~do ~~accounting~~not ~~principles~~include ~~generally~~any ~~accepted~~adjustments inthat ~~the~~might ~~United~~result ~~States~~from the outcome of ~~America~~this uncertainty.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has no revenues from operation, has not emerged from the development stage, has a history of recurring losses resulting in accumulated deficit and has negative working capital and is requiring traditional financing or equity funding to develop its operating plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Further information and management’s plans in regard to this uncertainty were also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.S/S

~~/s/~~DKM ~~Peter~~Certified ~~Messineo,~~Public ~~CPA~~Accountants

~~Peter Messineo~~Clearwater, ~~CPA~~Florida

~~Palm~~April ~~Harbor~~1, ~~Florida~~2013

April 13, 2012


Solar Acquisition Corp.
(A Development Stage Company)
Balance Sheets

		December 31,	December 31,
		2012	2011
		(audited)	(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 $1,832 and $916 respectively	2,746	3,662

Intangible assets, net of accumulated
	amortization of $1,272,817 and $606,117 respectively	5,394,183	6,060,883

	TOTAL ASSETS	$ 5,396,930	$ 6,064,546

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
	Accounts payable	$ 1,504	$ 5,754
	Accrued interest	935,753	440,753
	Due to shareholder	19,640	4,640
	Derivative liability	1,012,700	900,100
Total Current Liabilities		1,969,597	1,351,247

	Promissory note payable	3,300,000	3,300,000
	TOTAL LIABILITIES	5,269,597	4,651,247
Stockholders' Equity
Preferred stock: 1,000,000 authorized; $0.001 par value
	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 2011 - 22,503,501 shares issued and outstanding	22,504	22,504
Additional paid in capital		565,253,036	565,253,036
Accumulated deficit during development stage		(565,149,207)	(563,863,241)
Total Stockholders' Equity		127,333	1,413,299
	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 5,396,930	$ 6,064,546

SOLAR ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
	December 31,	December 31,
	2011	2010
ASSETS
CURRENT
Cash	$ 1	$ 1
Due from related party	-	3,210
Total Current Assets	1	3,211
Property and equipment, net of accumulated depreciation of $916 and $0, respectively	3,662
Intangible assets, net of accumulated amortization of $ 606,117 and $0 respectively	6,060,883	-
TOTAL ASSETS	$ 6,064,546	$ 3,211
LIABILITIES AND SHAREHOLDER EQUITY
CURRENT
Accounts payable	$ 5,754	$ -
Accrued interest payable	440,753	-
Due to shareholder	4,640	7,850
Derivative liability	900,100	-
Total Current Liabilities	1,351,247	7,850
Promissory note payable	3,300,000	-
	4,651,247	7,850
STOCKHOLDER EQUITY
Common stock, authorized, 100,000,000 shares, par value $.001
- issued and outstanding, 22,503,501(December 31, 2010 - 11,533,333)	22,504	11,533
Preference shares, authorized, 1,000,0000
- issued and outstanding - nil (December 31, 2010 - nil)	-	-
Preference shares issuable - 1,000,000	1,000	-
Additional paid in capital	565,253,036	1,431,067

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

Deficit accumulated during development stage							(563,863,241)	(1,447,239)
Solar Acquisition Corp.
Total Stockholder Equity(Deficit)							1,413,299	(4,639)
(A Development Stage Company)
TOTAL LIABILITIES AND STOCKHOLDER EQUITY							$ 6,064,546	$ 3,211
Statement of Stockholders' Equity
						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
(Audited)
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)
(Audited)
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
(Audited)
Net loss - December 31, 2012						(1,285,966)	(1,285,966)
Balance - December 31, 2012	1,000,000	$ 1,000	22,503,501	$ 22,504	$ 565,253,036	$(565,149,207)	$ 127,333

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

SOLAR ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
UNAUDITED
(UNAUDITED)
			June 3, 2006
	For the Year Ended		(Inception)
	YEAR ENDED		(Inception)
	December 31,		To December 31,
	2011	2010	30, 2011
	2012	2011	2012
REVENUE	$ -	$ -	$ -
OPERATING EXPENSES
Stock based compensation	~~10,053,335~~-	-10,053,335	10,053,335
Professional fees	5,650	2,500	23,400
Consulting fees	-	-	1,320,749
Consulting fees	-	67,530	1,320,749
Professional fees	10,730	5,650	34,130
General and administrative	~~104~~20	~~20,904~~104	108,~~844~~864
Depreciation and amortization	~~607~~667,~~033~~616	-607,033	~~607~~1,~~033~~274,649
Impairment of assets	~~550,409,027~~-	-550,409,027	550,409,027
Total Operating Expenses	~~561~~678,~~075,149~~366	90561,~~934~~075,149	~~562~~563,~~522~~200,~~388~~754
Income(Loss) Before the Undernoted	(561,075,149)	(90,934)	(562,522,388)
Net loss from operations	(678,366)	(561,075,149)	(563,200,754)
Interest expense	(173,250)	-	(173,250)
Other items
Change in derivative liability	(900,100)	-	(900,100)
Interest expense	(495,000)	(440,753)	(935,753)
Net Loss	$ (562,148,499)	$ (90,934)	$ (563,595,738)
Change in derivative	(112,600)	(900,100)	(1,012,700)
WEIGHTED AVERAGE NUMBER OF SHARES	21,552,637	11,533,333
Net Loss	$ (1,285,966)	$(562,416,002)	$(565,149,207)
BASIC AND DILUTED LOSS PER SHARE	$ (26.08)	$ (0.01)
WEIGHTED AVERAGE NUMBER OF SHARES	22,503,501	21,552,637
BASIC AND DILUTED LOSS PER SHARE	$ (0.06)	$ (26.09)

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

SOLAR ACQUISITION CORP.
Solar Acquisition Corp.
(A DEVELOPMENT STAGE COMPANY)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Statements of Cash Flows
UNAUDITED
				June 3, 2006
							June 3, 2006
				(inception)
					For the Year Ended		(Inception)
		Year Ended		through
		December 31,		December 31,	~~December 31,~~		~~To December~~
					2011	2010	2011
		2012	2011	2012
CASH FLOWS FROM OPERATING ACTIVITIES
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income(loss)					$ (562,148,499)	$ (90,934)	$ (563,863,241)
	Net loss	$ (1,285,966)	$ (562,416,002)	$ (565,149,207)
Changes in assets and liabilities
	Adjustment to reconcile net loss to net
Depreciation and amortization					607,033		607,033
	cash provided by operations:
Stock issued for services					10,053,335	-	11,043,335
	Depreciation and amortization	667,616	607,033	1,274,649
Change in derivative liability					900,100		900,100
	Common stock issued for services	-	10,053,335	11,043,335
Impairment of assets					550,409,027		550,409,027
	Impairment of assets purchased	-	550,409,027	550,409,027
Increase(decrease) in accounts payable					5,754	-	5,754
	Change in derivative liability	112,600	900,100	1,012,700
Increase in accrued interest payable					440,753	-	440,753
	Changes in assets and liabilities:
Cash Used In Operating Activites					-	(90,934)	(457,239)
	Accounts payable	(4,250)	5,754	1,504
CASH FLOWS FROM FINANCING ACTIVITIES
	Accrued interest	495,000	440,753	935,753
Issuance of common stock						-	452,600
	Net Cash Used in Operating Activities	(15,000)	-	(472,239)
Shares issuable						-
CASH FLOWS FROM INVESTING ACTIVITIES:
Promissory note payable
	Purchased assets for cash	-	-	-
Advances to related party						-	4,640
	Net Cash Used in Investing Activities	-	-	-
Increase in note payable					-	-
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash Provided By Financing Activities					-	-	457,240
	Proceeds from issuance of notes payable	-	-	-
CASH FLOWS FROM INVESTING ACTIVITIES
	Promissory note payable	-	-	-
Acquisition of assets					-	-	-
	Related party advances	15,000	-	19,640
Cash Used In Investing activities					-	-	-
	Issuance of common stock	-	-	452,600
NET CHANGE IN CASH					-	(90,934)	1
	Net Cash Provided by Financing Activates	15,000	-	472,240
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD					1	90,935	-
Net increase (decrease) in cash and cash equivalents		-	-	1
CASH AND CASH EQUIVALENTS - June 30					$ 1	$ 1	$ 1
Cash and cash equivalents, beginning of period		1	1	-
SUPPLEMENTARY INFORMATION
Cash and cash equivalents, end of period		$ 1	$ 1	$ 1
Interest paid					$ -	$ -	$ -
Supplemental Cash Flow Information
Income taxes paid					$ -	$ -	$ -
	Cash paid for interest	$ -	$ -	$ -
	Cash paid for taxes	$ -	$ -	$ -

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

~~Non-cash~~SOLAR ~~disclosures:~~ACQUISITION CORP.

~~During~~(A ~~2011~~Development ~~the~~Stage Company completed acquisitions of licenses and other intangible property rights in exchange for a promissory note and shares of common and preferred. The shares were valued at fair market value at the date of acquisition. The net assets in the exchange were recorded at their value, based on future discounted cash flows. The assets acquired included identifiable assets in the amount of $4,578 and intangible assets of $6,667,000, net of appropriate valuation considerations. Additionally in the acquisition a promissory note for $3,300,000 was issued to the sellers. Enterprise)

~~SOLAR~~NOTES ~~ACQUISITION~~TO ~~CORP.~~FINANCIAL STATEMENTS

(ADECEMBER ~~Development~~31, ~~Stage Enterprise)~~2012

~~NOTES TO FINANCIAL STATEMENTS~~(Audited)

~~For~~NOTE ~~the~~1 ~~Years~~- ~~Ended~~ORGANIZATION ~~December~~AND ~~31, 2011 and 2010~~BUSINESS:

~~NOTE~~Organization 1and ~~- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Business:

SOLAR ACQUISITION CORP. (athe “Company”) ~~Organization~~was ~~and~~incorporated ~~Business:~~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.

~~SOLAR~~The ~~ACQUISITION CORP. (the “~~Company”) ~~was~~is ~~incorporated~~currently in the ~~State~~development ofstage. ~~Florida~~All onactivities ~~June~~of ~~3, 2006 for~~ the ~~purpose~~Company ofto ~~raising~~date ~~capital~~relate ~~that is intended~~ to ~~be used in connection with~~ its ~~business plans which may include a possible merger~~organization, ~~acquisition~~initial orfunding ~~other~~and ~~business~~share ~~combination with an operating business~~issuances.

The ~~Company~~year isend ~~currently in the development stage. All activities~~ of the Company tois ~~date~~December ~~relate to its organization, initial funding and share issuances~~31.

~~The~~NOTE ~~year~~2 ~~end~~– ofGOING ~~the Company is December 31.~~CONCERN

~~(b)~~The ~~Basis~~accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the year ended December 31, 2012, the Company has had no significant operations, has a history of ~~Presentation~~recurring losses resulting in accumulated deficit and has negative working capital. As of December 31, 2012, the Company has not emerged from the development stage. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~The~~NOTE ~~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~~3. ~~The~~SUMMARY ~~financial~~OF ~~statements~~SIGNIFCANT ~~have,~~ACCOUNTING ~~in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below:~~POLICIES.

~~The~~Basis ~~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.Presentation

~~Management~~ The ~~further~~Financial ~~acknowledges~~Statements ~~that~~and itrelated isdisclosures ~~solely~~have ~~responsible~~been ~~for~~prepared ~~adopting~~pursuant ~~sound~~to ~~accounting~~the ~~practices,~~rules ~~establishing~~ and ~~maintaining~~regulations ~~a system~~ of ~~internal~~the ~~accounting control and preventing and detecting fraud~~SEC. The ~~Company’s~~Financial ~~system~~Statements ofhave ~~internal~~been ~~accounting~~prepared ~~control~~using isthe ~~designed~~accrual tobasis ~~assure,~~of ~~among~~accounting ~~other~~in ~~items,~~accordance ~~that~~with 1)Generally ~~recorded~~Accepted ~~transactions~~Accounting ~~are~~Principles ~~valid; 2~~(“GAAP”) ~~valid~~of ~~transactions are recorded; and 3) transactions are recorded in~~ the ~~proper~~United ~~period~~States in(See aNote ~~timely~~2 ~~manner~~regarding ~~to produce financial statements which present fairly~~ the ~~financial~~assumption ~~condition,~~that ~~results of operations and cash flows of~~ the Company ~~for~~is ~~the~~a ~~respective~~“going ~~periods being presented~~concern”).

~~The~~Use ~~Company has had no significant operations, since inception and, accordingly, is fully dependent either future sales~~ of securities or upon its current management and/or advances or loans from significant stockholders or corporate officers to provide sufficient working capital to preserve the integrity of the corporate entity. Because of these factors, our auditors have issued an audit opinion for the Company which includes a statement describing our going concern status. This means, in our auditor’s opinion, substantial doubt about our ability to continue as a going concern exists at the date of their opinion.Estimates:

The ~~Company’s~~preparation ~~continued~~of ~~existence~~financial isstatements ~~dependent~~in ~~upon~~conformity ~~its~~with ~~ability~~accounting toprinciples ~~generate~~generally ~~sufficient~~accepted ~~cash~~in ~~flows~~the ~~from~~United ~~operations~~States requires management to ~~support~~make ~~its~~estimates ~~daily~~and ~~operations~~assumptions asthat ~~well~~affect asthe ~~provide~~amounts ~~sufficient~~of ~~resources~~assets toand ~~retire~~liabilities ~~existing~~and disclosure of contingent assets and liabilities at the date of the balance sheet and ~~obligations~~reported onamounts aof ~~timely~~revenues ~~basis~~and expenses during the reporting period. Actual results could differ from those estimates.

~~The~~Development ~~Company~~Stage 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.Entity

~~(c)~~The ~~Use~~Company is a development stage company as defined by section FASB ASC 915, Development Stage Entities. The Company is still devoting substantially all of ~~Estimates:~~its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.

~~The~~Cash ~~preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates~~ and ~~assumptions~~Cash 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.Equivalents:

~~(d)~~For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. Cash and ~~Cash~~cash ~~Equivalents:~~equivalents were $1 at December 31, 2012 and 2011.

~~For~~Commitments ~~purposes~~and ~~of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.~~Contingencies

~~(e)~~The ~~Income~~Company ~~Taxes:~~follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of December 31, 2012 and 2011.

~~The~~Deferred ~~Company~~Income ~~utilizes~~Taxes ~~the liability method of accounting for income taxes. Under the liability method deferred tax assets~~ and ~~liabilities~~Valuation 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.Allowance

~~Any~~The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax ~~asset~~assets ~~has~~and ~~been~~liabilities ~~fully~~are ~~offset~~recognized byfor the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance ~~because~~is atprovided ~~this~~for ~~time~~certain ~~the~~deferred ~~Company~~tax ~~believes~~assets ~~that~~if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax ~~benefit~~assets ~~will~~or ~~not~~liabilities bewere ~~realized~~recognized as ~~the~~of ~~Company~~December ~~has~~31, no2012 ~~current~~and ~~operations~~2011.

Earnings (fLoss) ~~Loss~~ per ~~Common~~ Share:

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic ~~loss~~earnings per share is ~~calculated~~computed ~~using~~by dividing net income (loss) available to common shareholders by the weighted- average number of common shares outstanding during ~~each~~the reporting period. Diluted ~~loss~~earnings per share ~~includes~~reflects ~~potentially~~the ~~dilutive~~potential ~~securities~~dilution ~~such~~that ascould ~~outstanding~~occur if stock options and ~~warrants,~~other ~~using~~commitments ~~various~~to ~~methods~~issue ~~such~~common asstock ~~the~~were ~~treasury~~exercised ~~stock~~ or ~~modified~~equity ~~treasury~~awards ~~stock~~vest ~~method~~resulting in the ~~determination~~issuance of ~~dilutive~~common ~~shares~~stock ~~outstanding~~that ~~during~~could ~~each~~share ~~reporting~~in ~~period. Dilutive~~the ~~instruments~~earnings ~~include~~of ~~convertible~~the ~~preferred shares which represents an additional100,000,000 common stock, if converted.~~Company

~~(g)~~Dilutive ~~Fair~~instruments ~~Value~~include ofconvertible ~~Financial~~preferred ~~Instruments:~~shares which represents an additional 100,000,000 common stock, if converted.

~~The~~Financial Company applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis. Fair value estimates are based upon certain market assumptions and pertinent information available to management as of December 31, 2011. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts payable, accrued expenses and derivative liability. The fair value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value.Instruments

~~(h)~~The ~~Long-Lived~~Company’s ~~Assets:~~balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

~~Property~~ASC ~~and~~820, ~~equipment~~Fair isValue ~~stated~~Measurements atand ~~cost. Depreciation~~Disclosures, isdefines ~~computed~~fair byvalue as the ~~straight-line~~exchange ~~method~~price ~~over~~that ~~estimated~~would ~~useful~~be ~~lives~~received for an asset or paid to transfer a liability (5an ~~years~~exit price)~~. Intellectual~~ ~~property~~in ~~assets~~the ~~are~~principal ~~stated~~or atmost ~~their~~advantageous ~~fair~~market ~~value~~for ~~acquisition~~the ~~cost.~~asset ~~Amortization~~or ofliability ~~intellectual~~in ~~property~~an ~~assets~~orderly istransaction ~~calculated~~between bymarket participants on the ~~straight~~measurement ~~line~~date. ~~method~~ASC ~~over~~820 ~~their~~also ~~estimated~~establishes ~~useful~~a ~~lives~~fair ~~(10~~value ~~years~~hierarchy that distinguishes between (1)~~. Historical~~ market ~~costs~~participant ~~are~~assumptions ~~reviewed~~developed based on market data obtained from independent sources (observable inputs) and ~~evaluated~~(2) an ~~for~~entity’s ~~their~~own ~~net~~assumptions ~~realizable~~about ~~value~~market ofparticipant assumptions developed based on the ~~assets~~best information available in the circumstances (unobservable inputs). The ~~carrying~~fair ~~amount~~value ofhierarchy ~~all~~consists ~~long-lived~~of ~~assets~~three isbroad ~~evaluated~~levels, ~~periodically~~which togives ~~determine~~the ifhighest ~~adjustment~~priority to ~~the~~unadjusted ~~depreciation~~quoted ~~and~~prices ~~amortization~~in ~~period~~active ormarkets ~~the~~for ~~unamortized~~identical ~~balance~~assets isor ~~warranted.~~liabilities ~~Based~~(Level ~~upon~~1) ~~its~~and ~~most~~the ~~recent~~lowest ~~analysis,~~priority ~~the~~to ~~Company~~unobservable ~~believes~~inputs ~~that~~(Level no3). ~~impairment~~The three levels of ~~property~~the ~~and~~fair ~~equipment~~value ~~existed~~hierarchy atare ~~December~~described ~~31,~~below: ~~2011.~~

~~Long-lived~~Level ~~assets~~1 ~~such~~- asUnadjusted ~~property,~~quoted ~~equipment~~prices ~~and~~in ~~identifiable~~active ~~intangibles~~markets that are ~~reviewed~~accessible at the measurement date for ~~impairment~~identical, unrestricted assets or liabilities

~~whenever~~Level ~~facts~~2 ~~and~~- ~~circumstances~~Inputs ~~indicate~~other ~~that~~than ~~the~~quoted ~~carrying~~prices ~~value~~included ~~may~~within ~~not~~Level be1 ~~recoverable. When~~that ~~required impairment losses on assets to be held and used~~ are ~~recognized~~observable ~~based~~for on the ~~fair value of the~~ asset~~. The~~ ~~fair~~or ~~value~~liability, iseither ~~determined~~directly ~~based~~or ~~on estimates of future cash flows~~indirectly, ~~market~~including ~~value~~quoted ofprices for similar assets, ~~if available,~~ or ~~independent~~liabilities ~~appraisals,~~in ifactive ~~required. If~~markets; ~~the~~quoted ~~carrying~~prices ~~amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized~~ for ~~the~~identical ~~difference~~or ~~between~~similar ~~the~~assets ~~carrying~~or ~~amount~~liabilities ~~and~~in ~~fair~~markets ~~value~~that ~~of the asset. When fair values~~ are not ~~available,~~active; ~~the~~inputs ~~Company~~other ~~estimates~~than ~~fair~~quoted ~~value~~prices ~~using~~that ~~the~~are ~~expected~~observable ~~future~~for ~~cash flows discounted at a rate commensurate with~~ the ~~risk~~asset ~~associated~~or ~~with~~liability ~~the recovery of the assets~~(e. ~~The~~g., ~~Company~~interest ~~recognized an impairment loss from acquisition of intangible property as the difference in the fair value of the compensation (shares issued~~rates); ~~were~~and ~~believed~~inputs ~~to be greater than the future discounted cash flows~~ that ~~could~~are bederived ~~determined~~principally ~~with~~from ~~reliable~~or ~~positive~~corroborated ~~evidence,~~by asobservable ~~assumptions~~market ~~for~~data ~~the~~by ~~values~~correlation ~~issued~~or inother ~~the exchange were based on certain future events which may not be fulfilled~~means.

~~(i)~~Level ~~Stock~~3 ~~Based~~- ~~Compensation:~~Inputs that are both significant to the fair value measurement and unobservable.

~~The~~Fair ~~Company~~value ~~issues~~estimates ~~restricted~~discussed ~~stock~~herein ~~to consultants for various services. Cost for these transactions~~ are ~~measured~~based atupon ~~the~~certain ~~fair~~market ~~value~~assumptions ofand ~~the~~pertinent ~~consideration~~information ~~received~~available orto ~~the~~management ~~fair~~as ~~value~~ of ~~the~~December ~~equity instruments issued~~31, ~~whichever~~2012. isThe ~~more~~respective ~~reliably~~carrying ~~measurable. The~~ value of ~~the~~certain ~~common~~on-balance-sheet ~~stock~~financial isinstruments ~~measured~~approximated attheir ~~the~~fair ~~earlier~~values ofdue ~~(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. The Company recognized consulting expenses and a corresponding increase to additional paid~~short-~~in-capital~~term ~~related~~nature toof stock issued for services. Stock compensation for the periods presented were issued to consultants for past services provided, accordingly, all shares issued are fully vested, and there is no unrecognized compensation associated with these ~~transactions~~instruments.

~~(j)~~Long-Lived ~~Recent Accounting Pronouncements~~Assets:

~~From~~Property ~~time~~and toequipment ~~time,~~is ~~new~~stated ~~accounting~~at ~~pronouncements~~cost. Depreciation ~~are~~is ~~issued~~computed by the ~~FASB~~straight-line ormethod ~~other~~over ~~standard~~estimated ~~setting~~useful ~~bodies~~lives ~~that~~(5 years). Intellectual property assets are ~~adopted~~stated byat ~~the~~their ~~Company~~fair asvalue acquisition cost. Amortization of intellectual property assets is calculated by the ~~specified~~straight ~~effective~~line ~~date~~method over their estimated useful lives (10 years). Historical ~~Unless~~costs ~~otherwise~~are ~~discussed,~~reviewed weand ~~believe~~evaluated ~~that~~for ~~the~~their ~~impact~~net realizable value of ~~recently~~the ~~issued~~assets. The ~~standards~~carrying ~~that~~amount ~~are~~of ~~not~~all ~~yet~~long-lived ~~effective~~assets ~~will~~is ~~not~~evaluated ~~have~~periodically ato ~~material~~determine ~~impact~~if onadjustment ~~our~~to ~~financial~~the ~~position~~depreciation and amortization period or ~~results~~the ofunamortized ~~operations~~balance ~~upon~~is ~~adoption~~warranted. Based upon its most recent analysis, the Company believes that no impairment of property and equipment existed at December 31, 2012.

InLong-lived ~~May~~assets ~~2011,~~such ~~the~~as ~~FASB~~property, ~~issued~~equipment ~~ASU~~and ~~No. 2011-04,~~identifiable ~~“Fair~~intangibles ~~Value~~are ~~Measurement~~reviewed ~~(Topic~~for ~~820):~~impairment ~~Amendments~~whenever tofacts ~~Achieve~~and ~~Common~~circumstances ~~Fair~~indicate ~~Value~~that ~~Measurement~~the ~~and~~carrying ~~Disclosure~~value ~~Requirements~~may innot Ube recoverable.~~S. GAAP~~ When ~~and~~required ~~IFRSs”~~impairment ~~(ASU 2011-04).~~losses ~~This~~on ~~newly~~assets ~~issued~~to ~~accounting~~be ~~standard~~held ~~clarifies~~and used are recognized based on the ~~application~~fair value of ~~certain~~the ~~existing~~asset. The fair value ~~measurement~~is ~~guidance~~determined ~~and~~based ~~expands~~on ~~the~~estimates ~~disclosures~~of ~~for~~future ~~fair~~cash flows, market value ~~measurements~~of ~~that~~similar ~~are~~assets, ~~estimated~~if ~~using~~available, ~~significant~~or ~~unobservable~~independent ~~(level~~appraisals, 3)if ~~inputs~~required. If ~~This~~the ~~ASU~~carrying amount of the long-lived asset is ~~effective~~not onrecoverable afrom ~~prospective~~its ~~basis~~undiscounted cash flows, an impairment loss is recognized for ~~annual~~the difference between the carrying amount and ~~interim~~fair ~~reporting~~value ~~periods~~of ~~beginning~~the onasset. When orfair ~~after~~values ~~December 15~~are not available, ~~2011.~~the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. The ~~adoption~~Company recognized an impairment loss from acquisition of ~~this~~intangible ~~standard~~property isas ~~not~~the ~~expected~~difference in the fair value of the compensation (shares issued) were believed to ~~have~~be agreater ~~material~~than ~~impact~~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 ~~our~~certain ~~financial~~future ~~position~~events orwhich ~~results~~may ofnot ~~operations~~be fulfilled.

~~In June 2011, the FASB issued ASU No. 2011~~Share-~~05,~~based “Comprehensive Income (Topic 220): Presentation of Comprehensive Income” (ASU 2011-05). This newly issued accounting standard (1) eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity; (2) requires the consecutive presentation of the statement of 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 amendments in this ASU do not change the items 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. Expense

InASC ~~December 2011~~718, ~~the~~Compensation ~~FASB~~– ~~issued~~Stock ~~ASU 2011-11~~Compensation, ~~Balance~~prescribes ~~Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). This newly issued~~ accounting ~~standard requires an entity to disclose both gross~~ and ~~net~~reporting ~~information~~standards ~~about~~for ~~instruments~~all ~~and~~share-based payment transactions ~~eligible for offset~~ in ~~the~~which ~~statement~~employee ofservices ~~financial~~are ~~position~~acquired. Transactions asinclude ~~well~~incurring asliabilities, ~~instruments~~or ~~and~~issuing ~~transactions executed under a master netting~~ or ~~similar~~offering ~~arrangement and was issued~~ to ~~enable~~issue ~~users~~shares, ofoptions, ~~financial~~and ~~statements~~other toequity ~~understand~~instruments ~~the~~such ~~effects~~as oremployee ~~potential~~stock ~~effects~~ownership ofplans ~~those~~and ~~arrangements~~stock onappreciation ~~its financial position~~rights. Share-based ~~This~~payments ~~ASU is required~~ to ~~be applied retrospectively and is effective for fiscal years~~employees, ~~and~~including ~~interim~~grants ~~periods~~of ~~within~~employee ~~those~~stock ~~years~~options, ~~beginning~~are onrecognized oras ~~after~~compensation ~~January 1,~~expense ~~2013.~~in Asthe

~~this~~financial ~~accounting~~statements ~~standard~~based ~~only~~on ~~requires~~their ~~enhanced~~fair ~~disclosure,~~values. That expense is recognized over the ~~adoption~~period ofduring ~~this~~which ~~standard~~an employee is ~~not~~required ~~expected~~ to ~~have~~provide anservices ~~impact~~in ~~our~~exchange ~~financial~~for ~~position~~the oraward, ~~results~~known ofas ~~operations.~~the requisite service period (usually the vesting period).

InThe ~~December~~Company ~~2011,~~accounts ~~the~~for ~~FASB~~stock-based compensation issued ~~ASU~~to ~~No. 2011~~non-~~12,~~employees ~~Deferral~~and ofconsultants ~~the~~in ~~Effective~~accordance ~~Date~~with ~~for Amendments to~~ the ~~Presentation~~provisions of ~~Reclassifications~~ASC ~~of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011~~505-0550, ~~which~~Equity ~~defers~~– ~~the~~Based ~~requirement~~Payments ~~within~~to ~~ASU 2011~~Non-05Employees. Measurement ~~to present on the face~~ of ~~the~~share-based ~~financial~~payment ~~statements~~transactions ~~the~~with ~~effects~~non-employees ofis ~~reclassifications~~based ~~out of accumulated other comprehensive income~~ on the ~~components~~fair ofvalue ~~net income and other comprehensive income for all periods presented. During the deferral, entities should continue to report reclassifications out~~ of ~~accumulated~~whichever ~~other~~is ~~comprehensive~~more ~~income~~reliably ~~consistent~~measurable: (a) ~~with~~ the ~~presentation~~goods ~~requirements~~or inservices ~~effect~~received; ~~prior~~or to(b) the ~~issuance~~equity ofinstruments ~~ASU 2011-05~~issued. The ~~These~~fair ~~ASUs~~value ~~are~~of ~~required to be applied retrospectively and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. As these accounting standards do not change~~ the ~~items~~share-based ~~that~~payment ~~must~~transaction beis ~~reported~~determined inat ~~other comprehensive income or when an item of other comprehensive income must be reclassified to net income,~~ the ~~adoption~~earlier of ~~these~~performance ~~standards~~commitment isdate ~~not expected to have an impact on our financial position~~ or ~~results~~performance ofcompletion ~~operations~~date.

~~Except~~Share-based expense for ~~rules and interpretive releases of~~ the ~~SEC~~years ~~under~~ended ~~authority~~December ~~of federal securities laws and a limited number of grandfathered standards~~31, ~~the~~2012 ~~FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB~~ and ~~applicable~~2011 towas ~~the Company~~$0. ~~Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future financial statements.~~

~~NOTE~~(j) 2Recent –Accounting ~~GOING CONCERN~~Pronouncements:

~~The~~From ~~accompanying~~time ~~financial~~to ~~statements have been prepared assuming that the Company will continue as a going concern. For the period ended December 31~~time, ~~2011~~new ~~and~~accounting ~~2010,~~pronouncements ~~the~~are ~~Company~~issued ~~has~~by ~~had no significant operations, has a history of recurring losses resulting in accumulated deficit and has negative working capital. As of December 31, 2011,~~ the ~~Company~~FASB ~~has~~or ~~not~~other ~~emerged~~standard ~~from~~setting ~~the~~bodies ~~development~~that ~~stage. In~~are ~~view~~adopted ofby ~~these matters,~~ the Company’s ~~ability to continue~~ as aof ~~going concern is dependent upon~~ the ~~Company’s~~specified ~~ability~~effective ~~to begin operations and to achieve a level of profitability~~date. ~~The~~ ~~Company~~Unless ~~intends~~otherwise ondiscussed, ~~financing~~we ~~its~~believe ~~future~~that ~~development activities and its working capital needs largely from~~ the ~~sale~~impact of ~~public~~recently ~~equity~~issued ~~securities~~standards ~~with some additional funding from other traditional financing sources, including term notes until such time~~ that ~~funds provided by operations~~ are ~~sufficient~~not toyet ~~fund~~effective ~~working~~will ~~capital requirements. The financial statements of the Company do~~ not ~~include~~have ~~any~~a ~~adjustments~~material ~~relating~~impact toon ~~the~~our ~~recoverability~~financial ~~and~~position ~~classification of recorded assets,~~ or ~~the~~results ~~amounts and classifications~~ of ~~liabilities~~operations ~~that~~upon ~~might be necessary should the Company be unable to continue as a going concern~~adoption.

~~NOTE~~Except 3for –rules ~~PROPERTY~~and ~~AND~~interpretive ~~EQUIPMENT~~releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future financial statements.

~~Property~~NOTE ~~and~~4 ~~equipment~~– ~~consists~~PROPERTY ~~of:~~AND EQUIPMENT

	December 31,		December 31,
	2011		2010
Office equipment	$	4,578		-
Less accumulated depreciation		916		-
	$	3,662	$	-

Property and equipment consists of:

Depreciation of equipment was $916 and $0 for the years ended December 31, 2011 and 2010, respectively.



	December 31,		December 31,
	2012		2011
Office equipment	$	4,578	$	4,578
Less accumulated depreciation		1,832		916
	$	2,746	$	3,662

~~NOTE~~Depreciation 4of –equipment ~~INTANGIBLE~~was ~~ASSETS~~$916 for the years ended December 31, 2012 and 2011.

~~The~~NOTE ~~Company~~5 ~~owns~~– ~~intellectual~~INTANGIBLE ~~property, which it is amortizing on a straight-line basis over the assets useful life. The Company assesses fair market value for any impairment to the carrying values.~~ ASSETS

	December 31,			December 31,
	2011			2010

The Company owns intellectual property, which it is amortizing on a straight-line basis over the assets useful life. The Company assesses fair market value for any impairment to the carrying values.

Intellectual property	$	6,667,000	$	-
	December 31,		December 31,
Less accumulated amortization		606,117		-
	2012		2011
	$	6,060,883	$	-
Future amortization through December 31,:
2012	$	666,700
2013		666,700
2014		666,700
2015		666,700
2016		666,700
2017 and thereafter		2,727,383
	$	6,060,883

Amortization of the intangible assets was $606,117 and $0 for the years ended December 31, 2011 and 2010, respectively.



Intellectual property	$	6,667,000	$	6,667,000
Less accumulated amortization		1,272,817		606,117
	$	5,394,183	$	6,060,883

Future amortization through December 31,:
2012	$	0	$	666,700
2013		666,700		666,700
2014		666,700		666,700
2015		666,700		666,700
2016		666,700		666,700
2017 and thereafter		2,727,383		2,727,383
	$	5,560,858	$	6,060,883

~~Management~~Amortization ~~periodically~~of ~~reviews~~ the ~~valuation~~intangible ofassets ~~this~~was ~~asset~~$666,700 for ~~potential impairments. Consideration of various risks to~~ the ~~valuation~~years ~~and~~ended ~~potential~~December ~~impairment includes~~31, ~~but~~2012 ~~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 marketplace2011, ~~potential revenue developments and competitive developments in the industry~~.

Intangible assets were the results of the following transactions:

Clean Power, Inc.

On January 11, 2011 the Company closed on the purchase of Clean Power, Inc. in an exchange for 5,459,501 shares of common stock, which represented approximately 40% of the outstanding shares. The Company has valued the transaction at $26,205,605 based on the fair market 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 $25,546,027, resulting in an unamortized value of $655,000, or 2.5% of the gross purchase price valuation, as of December 31, ~~2011~~2012, to reflect the estimated return of the intangible assets, based on projected discounted cash flows and other subjective considerations.

Nano CP, LLC

On February 9, 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 contract was negotiated by the Board of Directors and the valuation was set arbitrarily. The Company has valued the transaction at $513,300,000 based on the fair market 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 $508,167,000, resulting in an unamortized value of $5,133,000, or 1.0% of the gross purchase price valuation, as of December 31, 2012, to reflect the estimated return on the investment, based on projected discounted cash flows and other subjective considerations.

~~intangible~~Global ~~assets.~~Natural ~~The Company immediately recorded an impairment of $508~~Energy,~~167,000,~~ ~~resulting in an unamortized value of $5,133,000, or 1~~Ltd.~~0% of the gross purchase price valuation, as of December 31, 2011, to reflect the estimated return on the investment, based on projected discounted cash flows and other subjective considerations.~~

On March 16, 2011 the Company entered into a Joint Venture with Global Natural Energy, ~~Ltd~~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. As part of the transaction, the Company issued exactly two million (2,000,000) shares of restricted common stock of the Company. The contract was negotiated by the Board of Directors and the valuation was set arbitrarily. The Company has valued the transaction at $10,000,000 based on the fair market 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 $9,500,000, resulting in an unamortized value of $500,000, or 5.0% of the gross purchase price valuation, as of December 31, 2012, to reflect the estimated return on the investment, based on projected discounted cash flows and other subjective considerations.

OnSolar ~~March 16~~Teyin, ~~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~~S. ~~The Master Agreement stipulates the creation of the entity, GNE-USA, Inc~~L., 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. As part of the transaction, the Company issued exactly two million (2,000,000) shares of restricted common stock of the Company. The contract was negotiated by the Board of Directors and the valuation was set arbitrarily. The Company has valued the transaction at $10,000,000 based on the fair market 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 $9,500,000, resulting in an unamortized value of $500,000, or 5.0% of the gross purchase price valuation, as of December 31, 2011, to reflect the estimated return on the investment, based on projected discounted cash flows and other subjective considerations.

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. As consideration for the transaction, the company issued exactly one million five hundred thousand (1,500,000) shares to Solar Teyin, S.L. The contract was negotiated by the Board of Directors and the valuation was set arbitrarily. The Company has valued the transaction at $7,575,000 based on the fair market 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 $7,196,000, resulting in an unamortized value of $379,000, or 5.0% of the gross purchase price valuation, as of December 31, ~~2011~~2012, to reflect the estimated return on the investment, based on projected discounted cash flows and other subjective considerations.

NOTE 56 – RELATED PARTY TRANSACTIONS:

A note payable to a related party is unsecured, non-interest bearing, has no fixed terms of repayment and is considered payable upon demand. Notes payable to related parties totaled $19,640 and $4,640 at December 31, 2012 and 2011, respectively.

The Company does not require office space at the current time. The officers and directors have provided office space, as necessary, at no cost. The Company will consider arrangements at such time that operations commence.

~~The~~NOTE ~~above~~7 ~~transactions~~- ~~may~~PROMISSORY ~~have~~NOTE ~~had different results, had these transactions occurred with unrelated third parties.~~PAYABLE

~~NOTE~~On 6February -9, ~~PROMISSORY~~2011 ~~NOTE~~the ~~PAYABLE~~Company issued a promissory note in agreement to purchase assets. The promissory note bears interest at the rate of 15% per annum, 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.

OnSeller ~~February~~shall 9,agree ~~2011~~that ~~the Company issued a promissory~~ note inshall ~~agreement~~be subordinate to ~~purchase~~any ~~assets.~~debt ~~The~~instrument ~~promissory~~or ~~note~~other ~~bears~~encumbrance ~~interest~~against at the ~~rate~~physical ~~of 15% per annum~~assets, ~~due~~provided ~~February~~that 1,prior ~~2016. Interest~~to ~~shall~~or besimultaneously ~~paid~~with inany ~~monthly payments of interest in arrears.~~such Ifencumbrance the Buyer has ~~insufficient~~paid/pays ~~cash~~at onleast ~~hand~~$1,500,000 toof ~~pay~~the ~~interest~~outstanding ~~due~~principle itbalance. In ~~may~~the ~~pay~~event ~~interest~~the inBuyer ~~common~~wishes ~~shares~~to atencumber aany ~~price~~of ~~per share equal to~~ the 20assets ~~day~~but ~~moving~~has ~~average~~not ~~price~~paid of$1,500,000 ~~common shares~~ of the ~~Buyer~~outstanding principle, ~~rounded up to~~ the ~~next~~Seller ~~whole~~shall ~~share.~~allow Ifthe encumbrance, provided that the Buyer ~~does~~ensures ~~have~~that ~~sufficient~~only ~~cash~~such onpart ~~hand~~of tothe ~~pay~~assets ~~interest~~equal ~~due,~~in ~~Seller~~value ~~may,~~to atthe ~~its~~financing ~~sole~~resulting ~~discretion,~~in ~~elect~~the toencumbrance ~~take~~are ~~payment~~ in ~~common~~fact ~~shares~~encumbered, ~~instead~~and ofno ~~cash.~~less ~~The~~than ~~method~~80% ~~for~~of ~~calculation~~the ~~shall~~financing beis ~~the~~utilized ~~same~~to asreduce if the ~~Buyer~~outstanding ~~had~~balance ~~insufficient~~due ~~cash~~to ~~on hand~~Seller. ~~Principle shall be paid as cash~~

~~flow~~As ~~allows~~of December 31, ~~thereafter~~2012 toand be2011 ~~paid~~the onCompany ~~Maturity~~had ~~Date~~accrued orinterest$935,753 aand ~~funding~~$440, ~~event~~respectively. ~~sufficient~~As toof ~~pay~~December 31, 2011 the ~~balance~~Company accrued $440,753 of ~~the~~unpaid ~~note,~~interest ~~whichever~~on ~~occurs~~the ~~first~~promissory note.

~~Seller~~NOTE ~~shall~~8- ~~agree~~CAPITAL that note shall be subordinate to any debt instrument or other encumbrance against the physical assets, provided that prior to or simultaneously with any such encumbrance the Buyer has paid/pays at least $1,500,000 of the outstanding principle balance. In the event the Buyer wishes to encumber any of the assets but has not paid $1,500,000 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 less than 80% of the financing is utilized to reduce the outstanding balance due to Seller.STOCK:

AsNo holder of ~~December~~shares ~~31,~~of ~~2011~~stock ~~the~~of ~~Company~~any ~~has~~class ~~accrued~~shall ~~$440~~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,~~753~~ or of ~~unpaid~~securities ~~interest~~convertible oninto ~~the~~shares ~~promissory~~of ~~note~~stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.

~~NOTE~~Preferred ~~7- CAPITAL STOCK:~~Stock

NoOn ~~holder~~February of9, ~~shares~~2011, ofthe ~~stock~~Company ofissued ~~any~~1,000,000 ~~class~~shares ~~shall~~of bepreferred ~~entitled~~stock, asconvertible a1:100, ~~matter~~preferred ofinto ~~right~~common toas ~~subscribe~~payment for orthe ~~purchase~~intellectual orproperty ~~receive~~acquired ~~any~~from ~~part~~Nano ofCP, ~~any~~LLC. Upon ~~new~~intent orto ~~additional issue of shares of stock of any class~~exercise, orSeller ofshall ~~securities~~give ~~convertible~~notice ~~into~~to ~~shares~~Buyer ofand ~~stock~~Buyer ofshall ~~any~~take ~~class,~~action ~~whether~~required ~~now~~to ~~hereafter~~duly ~~authorized~~authorize orthe ~~whether~~issuance ~~issued~~of ~~for~~common ~~money,~~shares ~~for~~sufficient ~~consideration~~to ~~other~~fulfill ~~than~~Seller’s ~~money,~~exercise. See orNote ~~by way of dividend~~5.

~~Preferred~~Common Stock

OnThe ~~February~~total 9,number ~~2011,~~of ~~the Company issued 1,000,000~~ shares of ~~preferred~~capital stock, ~~convertible~~which ~~1:100,~~the ~~preferred~~Company ~~into~~shall ~~common~~have asauthority ~~payment~~to ~~for~~issue ~~the~~is ~~intellectual~~100 ~~property~~million ~~acquired~~common ~~from~~shares ~~Nano~~with ~~CP,~~a ~~LLC. Upon~~par ~~intent~~value toof ~~exercise~~$.001, ~~Seller~~as ~~shall~~amended ~~give~~in ~~notice~~the toArticles ~~Buyer~~of ~~and~~Incorporation, ~~Buyer~~filed ~~shall~~with ~~take action required to duly authorize~~ the ~~issuance~~State of ~~common~~Florida ~~shares~~on ~~sufficient~~May to12, ~~fulfill Seller’s exercise~~2008. ~~See Note 4.~~

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.

~~The~~On ~~total~~June ~~number~~3, of2006, ~~shares~~date of ~~capital~~inception, ~~stock which~~ the ~~Company~~company ~~shall~~issued ~~have authority to issue is~~ 100,000 ~~million common~~ shares ~~with~~at a par value of $.001, asfor ~~amended in the Articles of Incorporation, filed with the State of Florida on May 12, 2008~~$100.

~~Holders~~In of2008, ~~shares~~the ofCompany ~~Common~~issued ~~stock~~9,900,000 ~~shall~~shares beof ~~entitled~~common tostock ~~cast one vote~~ for ~~each~~services, ~~share held~~ at ~~all~~fair ~~stockholders'~~market ~~meetings~~value ~~for all purposes, including the election~~ of ~~directors~~$.10 ~~The~~per ~~Common~~share ~~Stock~~or ~~does not have cumulative voting rights~~$990,000.

OnIn ~~June 3~~2009, ~~2006,~~the ~~date~~Company ofissued ~~inception~~1,533,333 ~~the~~shares ~~company~~of ~~issued~~common ~~100,000~~stock ~~shares~~for cash, at ~~par~~a ~~value~~purchase price of $.~~001~~30 ~~for~~per share or $~~100~~452,500.

In ~~2008~~2011, the Company issued 92,~~900~~010,~~000~~667 shares of common stock for services, at fair market value of $5.1000 per share or $~~990~~10,~~000~~051,324.

InOn ~~2009~~February 9, 2011, the Company ~~issued~~acquired 1Clean Power,~~533~~ Inc. in exchange for 5,~~333~~459,501 restricted shares of common stock. Shares ~~for~~were ~~cash,~~valued at fair market at the date of the transaction, resulting in a purchase price of $26,205,605.30 The shares have been recorded per ~~share~~the oragreement; ~~$452,500~~however remain unissued from the stock transfer agent. See Note 4.

InOn March 16, 2011, the Company issued 2,~~010~~000,~~667~~000 shares of restricted common ~~stock~~shares ~~for~~in ~~services,~~connection with an acquisition of various assets. Shares were valued at fair market ~~value~~at the date of ~~$5.00~~the ~~per~~transaction, ~~share~~resulting orin a purchase price of $10,~~051~~000,~~324~~000. The shares have been recorded per the agreement; however remain unissued

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 remain unissued from the stock transfer agent. See Note 4.

On March 1625, 2011, the Company ~~issued~~contracted 2to issue an additional 1,~~000~~500,000 ~~shares~~ of restricted common shares in connection with anthe acquisition of various assets. Shares were valued at fair market at the date of the transaction, resulting in a purchase price of $107,~~000~~575,000. The shares have been recorded per the agreement; however remain unissued from the stock transfer agent. See Note 4.

~~from~~NOTE ~~the~~8 ~~stock~~– ~~transfer~~INCOME ~~agent. See Note 4.~~TAXES

OnThe ~~March~~components ~~25, 2011 the Company contracted to issue an additional 1,500,000~~ of ~~restricted~~income ~~common~~tax ~~shares~~(benefit) inexpense ~~connection~~for ~~with~~ the ~~acquisition~~year ofended ~~various~~December ~~assets. Shares were valued at fair market at the date of the transaction~~31, ~~resulting~~2012 inand ~~a purchase price of $7~~2011 respectively,~~575,000.~~ ~~The~~are ~~shares~~as ~~have been recorded per the agreement; however remain unissued from the stock transfer agent. See Note 4.~~follows:

NOTE 8 – INCOME TAXES



	2012		2011

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

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

The ~~components~~Company ofhas ~~income~~a ~~tax~~net ~~(benefit)~~operating ~~expense~~loss ~~for~~carry ~~the~~forward ~~nine~~to ~~months~~offset ~~ended~~future ~~December~~taxable 31income of approximately $4,808,387. Subject ~~2011~~to current regulations, this carry forward will begin to expire in 2022. The amount and ~~December~~availability ~~31,~~of ~~2010~~the ~~respectively,~~net ~~are~~operating loss carry forwards may be subject to limitations set forth by the Internal Revenue Code. Factors such as ~~follows:~~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.

	2011		2010
Federal:
Current	$	-	$	-
Deferred		-		-
		-		-
State:
Current		-		-
Deferred		-		-
		-		-
	$	-	$	-

Subsequent Events

~~The~~Management ~~Company~~ has aevaluated ~~net~~subsequent ~~operating~~events ~~loss~~through ~~carry forward to offset future taxable income of approximately $4,301,000. Subject to current regulations, this carry forward will begin to expire in 2022. The amount and availability of~~ the ~~net~~date ~~operating loss carry forwards may be subject to limitations set forth by~~ the ~~Internal~~financial ~~Revenue~~statements ~~Code. Factors~~were ~~such as the number of shares ultimately~~ issued. ~~within~~Based aon ~~three~~our ~~year~~evaluation ~~look-back~~no ~~period;~~events ~~whether~~have ~~there~~occurred isrequiring aadjustment ~~deemed~~or 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 forwardsdisclosure.

NOTE 9 – CONTINGENCIES

From time to time the Company may be a party to litigation matters involving claims against the Company. The Company operates within the environmental technology business sector and within a highly regulated industry, which may lend itself to legal matters. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.

Filing Compare · SOLAR ACQUISITION CORP.