UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-KSB /A





Amendment
No. 1





(Mark
One)


xANNUAL REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT


OF 1934
For the fiscal year ended December 31, 200 7





oTRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT
OF 1934




For the
transition period from 
-----------------to--------------------
 
 Commission
file number: 000-52225
  SOLAR
ACQUISITION CORP.
 (Name of
small business issuer in its charter)
  
 Florida
                
                20-5080271(State or
      other jurisdiction of incorporation or organization)
                
                (I.R.S. Employer
      Identification No.)





1300 E.
Lafayette, Suite 905 Detroit, MI 48207


(Address
of principal executive offices) (Zip Code)





Issuer's
telephone number: (734) 418-3004





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 o





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-KSB or any amendment to
this Form 10-KSB. 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: $0 AS OF MARCH 31, 2008





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date:100,000 AS OF MARCH 31, 2008





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




1





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-KSB") 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, 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. As a
result, the Company has not conducted negotiations or entered into a letter of
intent concerning any target business. The business purpose of the Company is to
seek the acquisition of, or merger with, an existing company.





(b)
            Business
      of Issuer





The
Company, based on proposed business activities, is a "blank check" company. The
U.S. Securities and Exchange Commission (the “SEC”) defines those companies as
"any development stage company that is issuing a penny stock, within the meaning
of Section 3 (a)(51) of the Exchange Act of 1934, as amended, (the “Exchange
Act”) and that has no specific business plan or purpose, or has indicated that
its business plan is to merge with an unidentified company or companies." Under
SEC Rule 12b-2 under the Securities Act of 1933, as amended (the “Securities
Act”), the Company also qualifies as a “shell company,” because it has no or
nominal assets (other than cash) and no or nominal operations. Many states have
enacted statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions. Management does not
intend to undertake any efforts to cause a market to develop in our securities,
either debt or equity, until we have successfully concluded a business
combination. The Company intends to comply with the periodic reporting
requirements of the Exchange Act for so long as we are subject to those
requirements.





The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation and, to a lesser extent, that desires to
employ our funds in its business. The Company’s principal business objective for
the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. The Company will not restrict its potential candidate
target companies to any specific business, industry or geographical location
and, thus, may acquire any type of business.





The
analysis of new business opportunities has and will be undertaken by or under
the supervision of the sole officer and director of the Registrant. The
Registrant has unrestricted flexibility in seeking, analyzing and participating
in potential business opportunities. In its efforts to analyze potential
acquisition targets, the Registrant will consider the following kinds of
factors:




2




(a)Potential for growth, indicated by new
technology, anticipated market expansion or new products;




(b)Competitive position as compared to
other firms of similar size and experience within the industry segment as well
as within the industry as a whole;




(c)Strength and diversity of management,
either in place or scheduled for recruitment;




(d) Capital
requirements and anticipated availability of required funds, to be provided by
the Registrant or from operations, through the sale of additional securities,
through joint ventures or similar arrangements or from other
sources;




(e) The cost of participation by the
Registrant as compared to the perceived tangible and intangible values and
potentials;




(f) The extent to which the business
opportunity can be advanced;




(g)The accessibility of required
management expertise, personnel, raw materials, services, professional
assistance and other required items; and




(h)Other relevant
factors.




In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to the Registrant's limited capital available for
investigation, the Registrant may not discover or adequately evaluate adverse
facts about the opportunity to be acquired.





FORM
OF ACQUISITION





The
manner in which the Registrant participates in an opportunity will depend upon
the nature of the opportunity, the respective needs and desires of the
Registrant and the promoters of the opportunity, and the relative negotiating
strength of the Registrant and such promoters.





It is
likely that the Registrant will acquire its participation in a business
opportunity through the issuance of common stock or other securities of the
Registrant. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"),
depends upon whether the owners of the acquired business own 80% or more of the
voting stock of the surviving entity. If a transaction were structured to take
advantage of these provisions rather than other "tax free" provisions provided
under the Code, all prior stockholders would in such circumstances retain 20% or
less of the total issued and outstanding shares. Under other circumstances,
depending upon the relative negotiating strength of the parties, prior
stockholders may retain substantially less than 20% of the total issued and
outstanding shares of the surviving entity. This could result in substantial
additional dilution to the equity of those who were stockholders of the
Registrant prior to such reorganization.





The
present stockholder of the Registrant will likely not have control of a majority
of the voting shares of the Registrant following a reorganization transaction.
As part of such a transaction, all or a majority of the Registrant's directors
may resign and new directors may be appointed without any vote by
stockholders.





3




In the
case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In the
case of a statutory merger or consolidation directly involving the Company, it
will likely be necessary to call a stockholders' meeting and obtain the approval
of the holders of a majority of the outstanding shares. The necessity to obtain
such stockholder approval may result in delay and additional expense in the
consummation of any proposed transaction and will also give rise to certain
appraisal rights to dissenting stockholders. Most likely, management will seek
to structure any such transaction so as not to require stockholder
approval.





It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation would not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Registrant of the related costs incurred.





We
presently have no employees apart from our management. Our officers and sole
director are engaged in outside business activities and anticipates they
will devote to our business very limited time until the acquisition of a
successful business opportunity has been identified. We expect no significant
changes in the number of our employees other than such changes, if any, incident
to a business combination.





(c)
Reports to security holders.





(1)   
The Company is not required to deliver an annual report to security holders and
at this time does not anticipate the distribution of such a report.





(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..





(3)  
The public may read and copy any materials the Company files with the SEC at 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 site that 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.







EMPLOYEES





As of
December 31, 2007, we had a total of One Part -time employee. This part-time
employees is not covered by a collective bargaining agreement.








ITEM 2. DESCRIPTION OF PROPERTY.





We
currently maintain our executive offices, consisting of  300 square
feet of space, at 1300 E. Lafayette, Suite 905 Detroit, MI 48207





ITEM 3. LEGAL PROCEEDINGS.





The
company is not  party to any legal proceedings .








ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.





None.





4




PART II





ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.








(a)   No
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 intends to make
application to the NASD for the Company’s shares to be quoted on the OTC
Bulletin Board.  The application to the NASD will be made during the
Commission comment period for this Form 10-SB or immediately
thereafter.  The Company=s
application to the NASD will consist of current corporate information, financial
statements and other documents as required by Rule 15c211 of the Securities
Exchange Act of 1934, as amended.  Inclusion on the OTC Bulletin Board
permits price quotation for the Company’s shares to be published by such
service.





The Company is not aware of any existing trading market for its common
stock.  The Company=s common
stock has never traded in a public market.  There are no plans,
proposals, arrangements or understandings with any person(s) with regard to the
development of a trading market in any of the Company=s
securities.





If and when the Company=s common
stock is traded in the over-the-counter market, most likely the shares will be
subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities
Exchange Act of 1934, as amended (the Exchange Act@), commonly
referred to as the Apenny
stock@
rule.  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, subject to certain
exceptions.  Rule 3a51-1 provides that any equity security is
considered to be a penny stock unless that security is: registered and traded on
a national securities 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 issuer=s net
tangible assets; or exempted from the definition by the
Commission.  If the Company=s shares are
deemed to be a penny stock, trading in the 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 $1,000,000 or annual income exceeding $200,000, or
$300,000 together with their spouse.





For 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 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 Company=s common
stock and may affect the ability of shareholders to sell their
shares.





(b) 
Holders. As of December 31, 2007, there was one record holder of
100,000 shares of the Company's Common Stock.





(c)  
Dividends. The Registrant has not paid any cash 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.





SALES
OF UNREGISTERED SECURITIES





NONE





5




ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION.





FORWARD
LOOKING STATEMENTS





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.





GENERAL





The
following discussion and analysis should be read in conjunction with our
consolidated financial statements and related footnotes for the year ended
December 31, 2006 elsewhere in this Annual Report on Form 10-KSB. The discussion
of results, causes and trends should not be construed to imply any conclusion
that such results or trends will necessarily continue in the
future.





The Company was organized as a vehicle to
investigate and, if such investigation warrants, acquire a target company or
business seeking the perceived advantages of being a publicly held corporation.
Our principal business objective for the next 12 months and beyond such time
will be to achieve long-term growth potential through a combination with a
business rather than immediate, short-term earnings. The Company will not
restrict our potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.





The
Company does not currently engage in any business activities that provide cash
flow. The costs of investigating and analyzing business combinations for the
next 12 months and beyond such time will be paid with money in our
treasury.





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





(i)
            filing
      of Exchange Act reports, and(ii)
            costs
      relating to consummating an
acquisition.





We
believe we will be able to meet these costs through use of funds in our
treasury, through deferral of fees by certain service providers and additional
amounts, as necessary, to be loaned to or invested in us by our stockholders,
management or other investors.








The
Company may consider a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need of additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur in a public
offering.





None of
our officers or our director have had any preliminary contact or discussions
with any representative of any other entity regarding a business combination
with us. Any target business that is selected may be a financially unstable
company or an entity in its early stages of development or growth, including
entities without established records of sales or earnings. In that event, we
will be subject to numerous risks inherent in the business and operations of
financially unstable and early stage or potential emerging growth companies. In
addition, we may effect a business combination with an entity in an industry
characterized by a high level of risk, and, although our management will
endeavor to evaluate the risks inherent in a particular target business, there
can be no assurance that we will properly ascertain or assess all significant
risks.





6




Our
management anticipates that it will likely be able to effect only one business
combination, due primarily to our limited financing, and the dilution of
interest for present and prospective stockholders, which is likely to occur as a
result of our management's plan to offer a controlling interest to a target
business in order to achieve a tax-free reorganization. This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.





The
Company anticipates that the selection of a business combination will be complex
and extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, our
management believes that there are numerous firms seeking even the limited
additional capital that we will have and/or the perceived benefits of becoming a
publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.





Sources
of Business Opportunities





The
Company intends to use various sources in its search for potential business
opportunities including its officer and director, consultants, special advisors,
securities broker-dealers, venture capitalists, member of the financial
community and others who may present management with unsolicited
proposals.  Because of the Company=s limited
capital, it may not be able to retain on a fee basis professional firms
specializing in business acquisitions and reorganizations.  The
Company will most likely have to rely on outside sources, not otherwise
associated with the Company, that will accept their compensation only after the
Company has finalized a successful acquisition or merger.  The Company
will rely upon the expertise and contacts of such persons, will use notices in
written publications and personal contacts to find merger and acquisition
candidates, the exact number of such contacts dependent upon the skill and
industriousness of the participants and the conditions of the
marketplace.  None of the participants in the process will have any
past business relationship with management. To date the Company has not engaged
nor entered into any definitive agreements nor understandings regarding
retention of any consultant to assist the Company in its search for business
opportunities, nor is management presently in a position to actively seek or
retain any prospective consultants for these purposes.





The
Company does not intend to restrict its search to any specific kind of industry
or business.  The Company may investigate and ultimately acquire a
venture that is in its preliminary or development stage, is already in
operation, or in various stages of its corporate existence and
development.  Management cannot predict at this time the status or
nature of any venture in which the Company may participate.  A
potential venture might need additional capital or merely desire to have its
shares publicly traded.  The most likely scenario for a possible
business arrangement would involve the acquisition of, or merger with, an
operating business that does not need additional capital, but which merely
desires to establish a public trading market for its
shares.  Management believes that the Company could provide a
potential public vehicle for a private entity interested in becoming a publicly
held corporation without the time and expense typically associated with an
initial public offering.





Evaluation





Once the
Company has identified a particular entity as a potential acquisition or merger
candidate, management will seek to determine whether acquisition or merger is
warranted or whether further investigation is necessary.  Such
determination will generally be based on management=s knowledge
and experience, (limited solely to working history - See AItem
5.  Directors, Executive Officers, etc.@) or with
the assistance of outside advisors and consultants evaluating the preliminary
information available to them.  Management may elect to engage outside
independent consultants to perform preliminary analysis of potential business
opportunities.  However, because of the Company=s limited
capital it may not have the necessary funds for a complete and exhaustive
investigation of any particular opportunity.  Management will not
devote full time to finding a merger candidate, will continue to engage in
outside unrelated activities, and anticipates devoting no more than an average
of five (5) hours weekly to such undertaking.





In
evaluating such potential business opportunities, the Company will consider, to
the extent relevant to the specific opportunity, several factors including
potential benefits to the Company and its shareholders; working capital,
financial requirements and availability of additional financing; history of
operation, if any; nature of present and expected competition; quality and
experience of management; need for furtherresearch, development or
exploration; potential for growth and expansion; potential for profits; and
other factors deemed relevant to the specific opportunity.





Because
the Company has not located or identified any specific business opportunity as
of the date hereof, there are certain unidentified risks that cannot be
adequately expressed prior to the identification of a specific business
opportunity.  There can be no assurance following consummation of any
acquisition or merger that the business venture will develop into a going
concern or, if the business is already operating, that it will continue to
operate successfully.  Many of the potential business opportunities
available to the Company may involve new and untested products, processes or
market strategies which may not ultimately prove successful.





7




Form
of Potential Acquisition or Merger





Presently
the Company cannot predict the manner in which it might participate in a
prospective business opportunity.  Each separate potential opportunity
will be reviewed and, upon the basis of that review, a suitable legal structure
or method of participation will be chosen.  The particular manner in
which the Company participates in a specific business opportunity will depend
upon the nature of that opportunity, the respective needs and desires of the
Company and management of the opportunity, and the relative negotiating strength
of the parties involved.  Actual participation in a business venture
may take the form of an asset purchase, lease, joint venture, license,
partnership, stock purchase, reorganization, merger or
consolidation.  The Company may act directly or indirectly through an
interest in a partnership, corporation, or other form of organization, however,
the Company does not intend to participate in opportunities through the purchase
of minority stock positions.





Because
of the Company=s current
status of inactivity since inception June 3, 2006, and its concomitant lack of
assets and relevant operating history, it is likely that any potential merger or
acquisition with another operating business will require substantial dilution to
the Company=s existing
shareholders=
interests.  There will probably be a change in control of the Company,
with the incoming owners of the targeted merger or acquisition candidate taking
over control of the Company.  Management has not established any
guidelines as to the amount of control it will offer to prospective business
opportunity candidates, since this issue will depend to a large degree on the
economic strength and desirability of each candidate, and the corresponding
relative bargaining power of the parties.  However, management will
endeavor to negotiate the best possible terms for the benefit of the
Company=s
shareholders as the case arises.  Management may actively negotiate or
otherwise consent to the purchase of any portion of their common stock as a
condition to, or in connection with, a proposed merger or
acquisition.  In such an event, existing shareholders may not be
afforded an opportunity to approve or consent to any particular stock buy-out
transaction.  However the terms of the sale of shares held by present
management of the Company will be extended equally to all other current
shareholders.





Management
does not have any plans to borrow funds to compensate any persons, consultants,
or promoters in conjunction with its efforts to find and acquire or merge with
another business opportunity.  Management does not have any plans to
borrow funds to pay compensation to any prospective business opportunity, or
shareholders, management, creditors, or other potential parties to the
acquisition or merger.  In either case, it is unlikely that the
Company would be able to borrow significant funds for such purposes from any
conventional lending sources.  In all probability, a public sale of
the Company=s securities
would also be unfeasible, and management does not contemplate any form of new
public offering at this time.  In the event that the Company does need
to raise capital, it would most likely have to rely on the private sale of its
securities.  Such a private sale would be limited to persons exempt
under the Commissions=s Regulation
D or other rule, or provision for exemption, if any applies.  However,
no private sales are contemplated by the Company=s management
at this time.  If a private sale of the Company=s securities
is deemed appropriate in the future, management will endeavor to acquire funds
on the best terms available to the Company.  However, there can be no
assurance that the Company will be able to obtain funding when and if needed, or
that such funding, if available, can be obtained on terms reasonable or
acceptable to the Company.  The Company does not anticipate using
Regulation S promulgated under the Securities Act of 1933 to raise any funds any
time within the next year, subject only to its potential applicability after
consummation of a merger or acquisition.





In the
event of a successful acquisition or merger, a finder=s fee, in
the form of cash or securities of the Company, may be paid to persons
instrumental in facilitating the transaction.  The Company has not
established any criteria or limits for the determination of a finder=s fee,
although most likely an appropriate finder=s fee will
be negotiated between the parties, including the potential business opportunity
candidate, based upon economic considerations and reasonable value as estimated
and mutually agreed upon at that time.  A finder=s fee would
only be payable upon completion of the proposed acquisition or merger in the
normal case, and management does not contemplate any other arrangement at this
time.  Current management has not in the past used any particular
consultants, advisors or finders.   Management has not actively
undertaken a search for, nor retention of, any finder=s fee
arrangement with any person.  It is possible that a potential merger
or acquisition candidate would have its own finder=s fee
arrangement, or other similar business brokerage or investment banking
arrangement, whereupon the terms may be governed by a pre-existing contract; in
such case, the Company may be limited in its ability to affect the terms of
compensation, but most likely the terms would be disclosed and subject to
approval pursuant to submission of the proposed transaction to a vote of the
Company=s
shareholders.  Management cannot predict any other terms of a
finder=s fee
arrangement at this time.  If such a fee arrangement was proposed,
independent management and directors would negotiate the best terms available to
the Company so as not to compromise the fiduciary duties of the representative
in the proposed transaction, and the Company would require that the proposed
arrangement would be submitted to the shareholders for prior ratification in an
appropriate manner.





Results of
Operations





For
the Years Ended December 31, 2007 and December 31, 2006





There was
no revenue for the year ended December 31, 2007 or December 31, 2006 as the
Company has had no business activity.








Selling,
general and administrative expenses for the year ended December 31, 2007 was
$ 1,00 0 while for the year ended  December 31, 2006 was $8,350.
The general and administrative expenses in 2007 are related to professional
and consulting fees .  All  selling, general and
administrative expenses in 2006 are related to professional and consulting
fees.





Interest
expense and financing costs for the years ended December 31, 2007 and December
31, 2006 was $0





LIQUIDITY AND CAPITAL RESOURCES





In 2006,
we raised $100 from the sale of our common stock .





ITEM 7. FINANCIAL STATEMENTS.





See pages
beginning with page F-1.





ITEM 8. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.





None





8




ITEM 8A. CONTROLS AND
PROCEDURES.





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





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








Management's
Report on Internal Control over Financial Reporting




Our
company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act) for our company.  Our company’s
internal control over financial reporting is designed to provide reasonable
assurance, not absolute assurance, regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles in the United States of
America.  Internal control over financial reporting includes those
policies and procedures that: (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of our company’s assets; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles in the
United States of America, and that our company’s receipts and expenditures are
being made only in accordance with authorizations of our management and
directors; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of our assets that
could have a material effect on the financial statements.





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





As
required by Rule 13a-15(c) promulgated under the Exchange Act, our management,
with the participation of our Chief Executive Officer and Principal Financial
Officer, evaluated the effectiveness of our internal control over financial
reporting as of December 31, 2007.  Management’s assessment was based
on criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control over Financial Reporting —Guidance for
Smaller Public Companies.  In performing the assessment, management has
concluded that our internal control over financial reporting was effective as of
December 31, 2007.










9





PART III





ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
ACT.





DIRECTORS AND EXECUTIVE OFFICERS





Our
executive officers and directors are:













NAME
            AGE
            POSITIONPeter
    Klamka
            3 9
            Chairman of the
      Board, CEO, President, Treasurer
      & Secretary




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





Peter
Klamka has been our Chairman of the Board and Chief Executive Officer since our
inception in June  2006. In 1994, Mr. Klamka founded Wilshire
Fragrance, a company that developed and marketed men's fragrance products. Mr.
Klamka was the chief executive officer of Wilshire Fragrance from 1994 through
1996. In connection with his fragrance business, in 1996, Mr. Klamka developed,
what he believes to have been one of the first authorized celebrity web sites,
featuring Anna Nicole Smith promoting fragrances for Wilshire Fragrance. Mr.
Klamka continued working on this web site until early 1997. Mr. Klamka received
his Bachelor of Arts degree from the University of Michigan. Peter is also a
Director and CEO of GiraSolar Inc., CEO of Legend Mobile, Inc. and sits on the
board of directors for Phoenix Interests
Inc.





EMPLOYMENT
AND CONSULTING AGREEMENTS





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.





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





We have
no employment or other written agreement with Mr. Klamka.





CODE
OF ETHICS





We 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.





SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE





Section
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"). 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.





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(a) filing requirements applicable to our officers, directors and greater than
10% beneficial owners.








ITEM
10. EXECUTIVE COMPENSATION.





None





10




COMPENSATION OF DIRECTORS





Directors
do not receive compensation but are reimbursed for their expenses for each
meeting of the board that they attend.





STOCK
OPTION PLANS





None




ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.





None





EQUITY COMPENSATION PLANS





None





ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.





NONE.





ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.





(a)
Exhibits to this Form 10-KSB:




3.1
            Articles of
      incorporation dated June 3, 2006(1)3.2
            By-Laws(1)31.1
            Certification32.1
            Certification




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





ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES.





AUDIT
FEES





For the
audited fiscal period ended December 31, 2007, our principal accountants have
billed approximately $ 1, 000(2006 - $ 1,000 )  for the
audit of our annual financial statements and Form 10-KSB and review of financial
statements included in our Form 10-QSB filings.





AUDIT-RELATED
FEES





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





TAX
FEES





There
were no fees billed during this fiscal period for tax compliance, tax advice,
and tax planning services.





ALL
OTHER FEES


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


11





PRE-APPROVAL
POLICIES AND PROCEDURES





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








SIGNATURES







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.








SOLAR ACQUISITION
      CORP.March
      9, 2009
              
              Peter
      KlamkaPeter
      Klamka,President








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





March
      9, 2009
              
              Peter
      KlamkaPeter
      KlamkaChairman,
      President Secretary
      and Chief
      Executive Officer
                (Principal
      Executive and Accounting
      Officer)






12








SOLAR
ACQUISITION CORP.


Financial
Statements


For
the Year Ended December 31, 2007






contents
                                PageReport of Independent
      Registered Public Accounting Firm
                                F-2Financial
      Statements:Balance Sheet as of
      December 31, 2007 and 2006
                                F-3Statements
      of Operations for the year ended December 31, 2007 and 2006And
      from inception(June 3, 2006) to December 31,
      2007
                                F-4Statement
      of Stockholders' Deficit from inception(June 3, 2006) to December 31,
      2007
                                F-5Statements
      of Cash Flows for the year ended December 31, 2007 and 2006And
      from inception(June 3, 2006) to December 31,
    2007
                                F-6Notes to
      Financial Statements
                                F-7







F-1


Gruber
& Company, LLC





Report
of Independent Registered Public Accounting Firm








To the
Board of Directors


Solar
Acquisition, Corp.


A
Development Stage Company





I have
audited the accompanying balance sheet of  Solar Acquisition, Corp,(a
development stage company), as of December 31, 2007 and 2006 , and the
related statements of operations, stockholders' deficiency, and cash flows for
the year then ended and for the period from June 3, 2006 (date of inception)
through December 31, 2007. These financial statements are the responsibility of
the Company’s management. My responsibility is to express an opinion on these
financial statements based on my audit.





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




In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Solar Acquisition corp., (a
development stage company), as of December 31, 2007 and the results of its
operations and its cash flows for the year then ended and for the period June 3,
2006 (date of inception) through December 31, 2007, in conformity with
accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has a stockholders’ deficiency and a deficit accumulated
during the development stage, which raises substantial doubt about its ability
to continue as a going concern. Management's plans regarding those matters are
also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.








Gruber
& Company, LLC


Lake
Saint Louis, Missouri


May
26, 2008


121
Civic Center Drive, Suite 225, Lake Saint Louis,
Missouri


Telephone
(636)561-5639          Fax
(636)561-0735














F-2





SOLAR
      ACQUISITION CORP.(A
      DEVELOPMENT STAGE COMPANY)BALANCE
      SHEETDecember
      31,
                                                          
                                                          
                                                          December
      31,2007
                                                          
                                                          
                                                          2006ASSETSCURRENTCash
                                                          
                                                          $
                                                          100
                                                          
                                                          
                                                          $
                                                          100TOTAL
      ASSETS
                                                          
                                                          $
                                                          100
                                                          
                                                          
                                                          $
                                                          100LIABILITIES
      AND STOCKHOLDER DEFICITCURRENTAccounts
      payable
                                                          
                                                          $
                                                          6,500
                                                          
                                                          
                                                          $
                                                          5,500Note
      payable
                                                          
                                                          
                                                          2,850
                                                          
                                                          
                                                          
                                                          2,850TOTAL
      LIABILITIES
                                                          
                                                          
                                                          9,350
                                                          
                                                          
                                                          
                                                          8,350STOCKHOLDER
      DEFICITCommon
      stock, authorized, 50,000,000 shares, par value $.001-
      issued and outstanding, 100,000
                                                          
                                                          
                                                          100
                                                          
                                                          
                                                          
                                                          100Deficit
      accumulated during development stage
                                                          
                                                          
                                                          (9,350
                                                          )
                                                          
                                                          
                                                          (8,350
                                                          )Total
      Stockholder Equity(Deficit)
                                                          
                                                          
                                                          (9,250
                                                          )
                                                          
                                                          
                                                          (8,250
                                                          )TOTAL
      LIABILITIES AND STOCKHOLDER DEFICIT
                                                          
                                                          $
                                                          100
                                                          
                                                          
                                                          $
                                                          100








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




F-3





SOLAR
      ACQUISITION CORP.(A
      DEVELOPMENT STAGE COMPANY)STATEMENT
      OF OPERATIONSYear
                                          
                                          
                                          Year
                                          
                                          
                                          June
      3, 2006Ended
                                          
                                          
                                          Ended
                                          
                                          
                                          (Inception)Dec
      31,
                                          
                                          
                                          Dec
      31,
                                          
                                          
                                          To
      Dec 31,2007
                                          
                                          
                                          2006
                                          
                                          
                                          2007REVENUE
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -OPERATING
      EXPENSESProfessional
      fees
                                          
                                          
                                          1 ,000
                                          
                                          
                                          
                                          8 ,000
                                          
                                          
                                          
                                          9 ,000General
      and administrative
                                          
                                          
                                          -
                                          
                                          
                                          
                                          350
                                          
                                          
                                          
                                          350Total
      Operating Expenses
                                          
                                          
                                          1 ,000
                                          
                                          
                                          
                                          8,350
                                          
                                          
                                          
                                          9 ,350NET
      INCOME(LOSS)
                                          
                                          $
                                          ( 1 ,000
                                          )
                                          
                                          $
                                          (8,350
                                          )
                                          
                                          $
                                          ( 9 ,350
                                          )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING
                                          
                                          
                                          100,000
                                          
                                          
                                          
                                          100,000BASIC
      AND DILUTED LOSS PER SHARE
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -











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







F-4





SOLAR
      ACQUISITION CORP.(A
      DEVELOPMENT STAGE COMPANY)STATEMENT
      OF CHANGES IN STOCKHOLDER EQUITYFROM
      INCEPTION(JUNE 3, 2006) TO DECEMBER 31, 2007ACCUMULATEDCOMMON
      STOCKSHARES
                                      
                                      
                                      AMOUNT
                                      
                                      
                                      DEFICIT
                                      
                                      
                                      TOTALBalance
      - June 3, 2006
                                      
                                      
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -Common
      stock issued
                                      
                                      
                                      100,000
                                      
                                      
                                      
                                      100
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      100Net
      loss for the initial period
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (8,350
                                      )
                                      
                                      
                                      (8,350
                                      )Balance
      - December 31, 2006
                                      
                                      
                                      100,000
                                      
                                      
                                      
                                      100
                                      
                                      
                                      
                                      (8,350
                                      )
                                      
                                      
                                      (8,250
                                      )Net
      income(loss) – For the year    ended December 31,
      2007
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      ( 1 ,000
                                      )
                                      
                                      
                                      ( 1 ,000
                                      )Balance
      - December 31, 2007
                                      
                                      
                                      100,000
                                      
                                      
                                      $
                                      100
                                      
                                      
                                      $
                                      ( 9 ,350
                                      )
                                      
                                      $
                                      (
      9 ,250
                                      )





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





F-5







SOLAR
      ACQUISITION CORP.(A
      DEVELOPMENT STAGE COMPANY)STATEMENT
      OF CASH FLOWSYear
                                  
                                  
                                  Year
                                  
                                  
                                  June
      3, 2006Ended
                                  
                                  
                                  Ended
                                  
                                  
                                  (Inception)Dec
      31,
                                  
                                  
                                  Dec
      31,
                                  
                                  
                                  To
      Dec 31,2007
                                  
                                  
                                  2006
                                  
                                  
                                  2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income(loss)
                                  
                                  $
                                  ( 1 ,000
                                  )
                                  
                                  
                                  (8,350
                                  )
                                  
                                  $
                                  (13,350
                                  )Changes
      in assets and liabilitiesIncrease
      in accounts payable
                                  
                                  
                                  1 ,000
                                  
                                  
                                  
                                  5,500
                                  
                                  
                                  
                                  10,500Cash
      Used In Operating Activities
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (2,850
                                  )
                                  
                                  
                                  (2,850
                                  )CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of common stock
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  100Note
      payable
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2,850Cash
      Provided By Financing Activities
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2,950NET
      CHANGE IN CASH
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  100CASH
      AND CASH EQUIVALENTS - BEGINNING OF PERIOD
                                  
                                  
                                  100
                                  
                                  
                                  
                                  100
                                  
                                  
                                  
                                  -CASH
      AND CASH EQUIVALENTS – END OF PERIOD
                                  
                                  $
                                  100
                                  
                                  
                                  $
                                  100
                                  
                                  
                                  $
                                  100







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








F-6






SOLAR ACQUISITION CORP.


A
Development Stage Company


NOTES TO FINANCIAL STATEMENTS







NOTE 1 - ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES:





(a)
            Organization
      and Business:





SOLAR
ACQUISITION CORP. (the “Company”) was incorporated in the State of Florida on
June 3, 2006 for the purpose of raising capital that is intended to be used in
connection with its business plans which may include a possible merger,
acquisition or other business combination with an operating
business.





The
Company is currently in the development stage. All activities of the Company to
date relate to its organization, initial funding and share
issuances.









(b)
            Basis
      of Presentation:







The
Company follows the accrual basis of accounting in accordance with accounting
principles generally accepted in the United States of America and has adopted a
year-end of March 31.






The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.






Management
further acknowledges that it is solely responsible for adopting sound accounting
practices, establishing and maintaining a system of internal accounting control
and preventing and detecting fraud. The Company's system of internal accounting
control is designed to assure, among other items, that 1) recorded
transactions are valid; 2) valid transactions are recorded; and 3) transactions
are recorded in the proper period in a timely manner to produce financial
statements which present fairly the financial  condition, results of
operations and cash flows of the Company for the respective periods being
presented.






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






The
Company's continued existence is dependent upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.






F-7






SOLAR ACQUISITION CORP.


A
Development Stage Company


NOTES TO FINANCIAL STATEMENTS





NOTE 1 - ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued):




The
Company anticipates offering future sales of equity securities. However, there
is no assurance that the Company will be able to obtain additional funding
through the sales of additional equity securities or, that such funding, if
available, will be obtained on terms favorable to or affordable by the
Company.







(c)
            Use
      of Estimates:





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the balance sheet and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.





(d)
            Cash
      and Cash Equivalents:





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





(e)
            Income
      Taxes:





The
Company utilizes the liability method of accounting for income taxes. Under the
liability method deferred tax assets and liabilities are determined based on the
differences between financial reporting basis and the tax basis of the assets
and liabilities and are measured using enacted tax rates and laws that will be
in effect, when the differences are expected to reverse. An allowance against
deferred tax assets is recognized, when it is more likely than not, that such
tax benefits will not be realized.





Any
deferred tax asset is considered immaterial and has been fully offset by a
valuation allowance because at this time the Company believes that it is more
likely than not that the future tax benefit will not be realized as the Company
has no current operations.








(f)
            Loss
      per Common Share:


Basic
loss per share is calculated using the weighted-average number of common shares
outstanding during each reporting period. Diluted loss per share includes
potentially dilutive securities such as outstanding options and warrants, using
various methods such as the treasury stock or modified treasury stock method in
the determination of dilutive shares outstanding during each reporting period.
The Company does not have any potentially dilutive instruments.





(g)
            Fair
      Value of Financial Instruments:


The
carrying value of cash equivalents and accrued expenses approximates fair value
due to the short period of time to maturity. The note payable approximates fair
value based on market rates available to the Company for financing with similar
terms.





F-8






SOLAR ACQUISITION CORP.


A
Development Stage Company


NOTES TO FINANCIAL STATEMENTS





NOTE
2 -   NOTE PAYABLE:





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




NOTE 3 - CAPITAL STOCK:





The total
number of shares of capital stock which the Company shall have authority to
issue is seventy-five million (50,000,000) common shares with a par value of
$.001.  On June 9, 2006, the company issued 100,000 shares at par
value of $.001 for $100.





Holders
of shares of Common stock shall be entitled to cast one vote for each share held
at all stockholders' meetings for all purposes, including the election of
directors. The Common Stock does not have cumulative voting rights.





No holder
of shares of stock of any class shall be entitled as a matter of right to
subscribe for or purchase or receive any part of any new or additional issue of
shares of stock of any class, or of securities convertible into shares of stock
of any class, whether now hereafter authorized or whether issued for money, for
consideration other than money, or by way of dividend.





NOTE 4 - RECENT ACCOUNTING
PRONOUNCEMENTS:





In March
2006, the FASB issued SFAS No. 156, "Accounting for  Servicing of
Financial Assets", which amends SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and  Extinguishments of Liabilities". In
a significant change to current guidance, SFAS No. 156 permits an entity to
choose either of the following subsequent  measurement methods for
each class of separately recognized servicing assets and servicing liabilities:
(1) Amortization Method or (2) Fair Value Measurement Method. SFAS No. 156 is
effective as of the beginning of an entity's first fiscal year that begins after
September 15, 2006. The Company is currently reviewing the effect, if any, the
proposed guidance will have on its financial position and
operations.





In July
2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes" ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in
income taxes recognized in an enterprises' financial statements in accordance
with SFAS No. 109, "Accounting for Income Taxes". FIN 48 prescribes a
recognition threshold and measurement attributable for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return. FIN 48 also provides guidance on derecognizing, classification,
interest and penalties, accounting in interim periods, disclosures and
transitions. FIN 48 is effective for fiscal years beginning after December 15,
2006. The Company is  currently reviewing the effect, if any, FIN 48
will have on its financial position and operations.





In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measures" ("SFAS No.
157"). SFAS No157 defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles ("GAAP"), expands disclosures
about fair value measurements, and applies under other accounting pronouncements
that require or permit fair value measurements. SFAS No. 157 does not require
any new fair value measurements, however the FASB anticipates that for some
entities, the application of SFAS No. 157 will change current practice. SFAS No.
157






F-9




SOLAR ACQUISITION CORP


A
Development Stage Company


NOTES TO FINANCIAL STATEMENTS





is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, which for the Company would be its fiscal year beginning
November 1, 2008. The implementation of SFAS No. 157 is not expected to have a
material impact on the Company's results of operations and financial
condition.





In
September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 158, "Employers' Accounting for Defined Benefit Pension and Other
Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and
132(R)". This statement requires employers to recognize the overfunded or
underfunded status of a defined benefit postretirement plan (other than a
multi-employer plan) as an asset or liability in its statement of financial
position and to recognize changes in that funded status in the year in which the
changes occur through comprehensive income of a business entity or changes in
unrestricted net assets of a not-for-profit organization. This statement also
requires an employer to measure the funded status of a plan as of the date of
its year-end statement of financial position, with limited exceptions. The
provisions of SFAS No. 158 are effective for employers with publicly traded
equity securities as of the end of the fiscal year ending after December 15,
2006. The adoption of this statement is not expected to have a material effect
on the Company's future reported financial position or results of
operations.





In
September 2006, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 108 (Topic 1N), "Quantifying Misstatements in Current
Year Financial Statements" ("SAB No. 108"). SAB No. 108 addresses how the effect
of prior year uncorrected misstatements should be considered when quantifying
misstatements in current year financial statements. SAB No. 108 requires SEC
registrants (i) to quantify misstatements using a combined approach which
considers both the balance sheet and income statement approaches; (ii) to
evaluate whether either approach results in quantifying an error that is
material in light of relevant quantitative and qualitative factors; and (iii) to
adjust their financial statements if the new combined approach results in a
conclusion that an error is material. SAB No. 108 addresses the mechanics of
correcting misstatements that include effects from prior years. It indicates
that the current year correction of a material error that includes prior year
effects may result in the need to correct prior year financial


statements
even if the misstatement in the prior year or years is considered immaterial.
Any prior year financial statements found to be materially misstated in years
subsequent to the issuance of SAB No. 108 would be restated in accordance with
SFAS No. 154, "Accounting Changes and Error Corrections." Because the combined
approach represents a change in practice, the SEC staff will not require
registrants that followed an acceptable approach in the past to restate prior
years' historical financial statements. Rather, these registrants can report the
cumulative effect of adopting the new approach as an adjustment to the current
year's beginning balance of retained earnings. If the new approach is adopted in
a quarter other than the first quarter, financial statements for prior interim
periods within the year of adoption may need to be restated. SABNo.108 is effective for
fiscal years ending after November 15, 2006, which for Company would be its
fiscal year beginning December 1, 2007. The implementation of SAB No. 108 is not
expected to have a material impact on the Company's results of operations and
financial condition.





In
October 2006, the Financial Accounting Standards Board (“FASB”) issued FASB
Staff Position (“FSP”) Financial Accounting Standard (“FAS”) 123(R)-5, Amendment
of FSP FAS 123(R)-1, (“FSP FAS 123(R)-5”) to address whether a change to an
equity instrument in connection with an





F-10







SOLAR ACQUISITION CORP.


A
Development Stage Company


NOTES TO FINANCIAL STATEMENTS





equity
restructuring should be considered a modification for the purpose of applying
FSP No. FAS 123(R)-1, Classification and Measurement of Freestanding
Financial Instruments Originally Issued in Exchange for Employee Services under
FAS Statement No 123(R) (“FSP FAS 123(R)-1”). FSP FAS 123(R)-1 states that
financial instruments issued to employees in exchange for past or future
services are subject to the provisions of SFAS 123(R) unless the terms of the
award are modified when the holder is no longer an employee. In FSP FAS
123(R)-5, the FASB staff concluded that changes to the terms of an award that
are made solely due to an equity restructuring are not considered modifications
as described in FSP FAS 123(R)-1 unless the fair value of the award increases,
anti-dilution provisions are added, or holders of the same class of equity
instruments are treated unequally. FSP FAS 123(R)-5 is effective for the first
reporting period beginning after October 10, 2006. The adoption of FSP FAS
123(R)-5 did not have a material impact on the Company’s condensed consolidated
financial statements.





On
February 15, 2007, the FASB issued SFAS No. 159, “The Fair Value
Option for Financial Assets and Liabilities” (SFAS No. 159). Under this
Standard, the Company may elect to report financial instruments and certain
other items at fair value on a contract-by-contract basis with changes in value
reported in earnings. This election is irrevocable. SFAS No. 159 provides
an opportunity to mitigate volatility in reported earnings that is caused by
measuring hedged assets and liabilities that were previously required to use a
different accounting method than the related hedging contracts when the complex
provisions of SFAS No. 133 are not met. SFAS No. 159 is effective for
years beginning after November 15, 2007. The Company does not believe it
will have an impact on its consolidated financial statements.




In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”
(“SFAS 141R”). SFAS 141R amends SFAS 141 and provides guidance for recognizing
and measuring identifiable assets and goodwill acquired, liabilities assumed,
and any non-controlling interest in the acquiree. It also provides disclosure
requirements to enable users of the financial statements to evaluate the nature
and financial effects of the business combination. SFAS 141R will be effective
for fiscal years beginning on or after December 15, 2008 and will be
applied prospectively.




In
December 2007, the FASB issued SFAS No. 160, “Non-Controlling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51” (“SFAS 160”).
SFAS 160 requires that ownership interests in subsidiaries held by parties other
than the parent, and the amount of consolidated net income, be clearly
identified, labeled and presented in the consolidated financial statements. It
also requires once a subsidiary is deconsolidated, any retained non-controlling
equity investment in the former subsidiary be initially measured at fair value.
Sufficient disclosures are required to clearly identify and distinguish between
the interests of the parent and the interests of the non-controlling owners.
SFAS 160 is effective for fiscal years beginning on or after December 15,
2008 and requires retroactive adoption of the presentation and disclosure
requirements for existing minority interests. All other requirements shall be
applied prospectively.







F-11








SOLAR ACQUISITION CORP.


A
Development Stage Company


NOTES TO FINANCIAL STATEMENTS








NOTE 4 - INCOME TAXES:





The
components of income tax (benefit) expense for the year ended December 31, 2007
and for the period from inception June 3, 2006 through December 31, 2006
respectively, are as follows:




For
      theYear ended
                December
      31,2007
              
              
              For the Period
      June3,2006
                (inception)
                To
      December 31,2006Federal:Current
              
              $
              --
              
              
              $
              --Deferred
              
              
              --
              
              
              
              --State:
              
              
              --
              
              
              
              --Current
              
              
              --
              
              
              
              --Deferred
              
              
              --
              
              
              
              --Total
              
              $
              
              
              
              $




The
Company has a net operating loss carryforward to offset future taxable income of
$9,350. Subject to current regulations, this carryforward will begin to expire
in 2022. The amount and availability of the net operating loss carryforwards may
be subject to limitations set forth by the Internal Revenue Code. Factors such
as the number of shares ultimately issued within a three year look-back period;
whether there is a deemed more than 50 percent change in control; the
applicable long-term tax exempt bond rate; continuity of historical business;
and subsequent income of the Company all enter into the annual computation of
allowable annual utilization of the carryforwards.




The
Company's income tax expense (benefit) for the year ended December 31, 2007 and
for the period June 3, 2006 (inception) through December 31, 2006 respectively,
differed from the statutory federal rate of 34 percent as
follows:




2007
              
              
              2006Statutory
      rate applied to loss before income taxes
              
              $
              (340
              )
              
              $
              (2,839
              )






F-12




SOLAR ACQUISITION CORP.


A
Development Stage Company


NOTES TO FINANCIAL STATEMENTS








NOTE 4 - INCOME TAXES
(Continued)





Increase
(decrease) in income taxes resulting from:






State income taxes
              
              
              -
              
              
              
              -Other, including
      reserve for deferred tax asset
              
              
              340
              
              
              
              2,839Income tax
      expense
              
              $
              --
              
              
              $
              --




Temporary
differences due to statutory requirements in the recognition of assets and
liabilities for tax and financial reporting purposes, generally including such
items as organizational costs, accumulated depreciation and amortization,
allowance for doubtful accounts, organizational and start-up costs and vacation
accruals. These differences give rise to the financial statement carrying
amounts and tax bases of assets and liabilities causing either deferred tax
assets or liabilities, as necessary, as of December 31, 2007 and 2006,
respectively:




December
      312007
              
              
              2006Deferred tax
      assetsNet operating
      loss carryforwards
              
              $
              340
              
              
              $
              2,839Less valuation
      allowance
              
              
              ( 340
              )
              
              
              (2,839
              )Net Deferred Tax
      Asset
              
              $
              --
              
              
              $
              --




During
the year ended December 31, 2007 and for the period June 3, 2006 (inception) to
December 31, 2006, respectively, the reserve for the deferred current tax asset
increased by approximately $340 and $2,839, respectively.








F-13


Exhibit
31.1




CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,


AS
ADOPTED PURSUANT TO SECTION 302 OF


THE
SARBANES-OXLEY ACT OF 2002




I, Peter
Klamka, certify that:




1. I have
reviewed this annual report on Form 10-KSB of Solar Acquisition
Corp.;




2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;




3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the small business issuer as
of, and for, the periods present in this report;




4. I am
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and
15d-15(f)) for the small business issuer and have:




(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under my supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to me by others within those
entities, particularly during the period in which this report is being
prepared;




(b)
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under my supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principals;




(c)
Evaluated the effectiveness of the small business issuer's disclosure controls
and procedures and presented in this report my conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and




(d)
Disclosed in this report any change in the small business issuer's internal
control over financing reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and




5. I
have disclosed, based on my most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):








13










(a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and




(b) Any
fraud, whether or not material, that involved management or other employees who
have a significant role in the small business issuer's internal control over
financial reporting.






March
      9, 2009
                  
                  Peter
      KlamkaPeter
      KlamkaChairman,
      President and Chief Executive Officer

                    (Principal
      Executive Officer and Principal Financial Officer










14






Exhibit
32.1




CERTIFICATION
PURSUANT TO


18
U.S.C. SECTION 1350,


AS
ADOPTED PURSUANT TO




SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002




In
connection with this Annual Report of Solar Acquisition Corp., on Form 10-KSB
for the year ending December 31, 2007, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Peter Klamka, Chief Executive
Officer of the Company, certify to the best of my knowledge, pursuant to 18
U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of
2002, that:




(1) Such
Annual Report on form 10-KSB for the year ending December 31, 2007, fully
complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and




(2) The
information contained in the Annual Report on Form 10-KSB for the year ending
December 31, 2007 fairly presents, in all material respects, the financial
condition and result of operations of Solar Acquisition Corp.












March
      9, 2009
                    
                    Peter
      KlamkaPeter
      KlamkaChairman,
      President and Chief Executive Officer
                      (Principal
      Executive Officer and Principal Financial Officer)








15