UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A







(Mark
      One)x
            ANNUAL REPORT UNDER SECTION 13
      OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
fiscal year ended December 31, 2008




o
            TRANSITION REPORT
      UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT
      OF 1934





For the
transition period from_________ to____________





Commission
file number: 000-5225





SOLAR
ACQUISITION CORP.


(Name of
small business issuer in its charter)




Florida
            
            20-5080271(State or other
      jurisdiction of
              incorporation or
      organization)
            
            (I.R.S. EmployerIdentification No.)




1300
E. Lafayette, Suite 905 Detroit, MI 48207


(Address
of principal executive offices) (Zip Code)





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





For
correspondence, please contact:


Jillian
Ivey Sidoti, Esq.


34721
Myrtle Court


Winchester,
CA 92596


(323)
799-1342 (phone)


(951)
602-6049 (fax)








Indicate by check mark whether the Registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  o   No 
x




Indicate
by check mark whether the Registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes  o     No 
x




Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12


months (or for
such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES 
o   NO 
x




Indicate
by check mark if disclosure of delinquent  filers  pursuant to Item
405 of Regulation  S-K is not contained  herein,  and will not be
contained, to the best of Registrant's


knowledge,
 in definitive proxy or
information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
 See the definitions of


"large accelerated
filer," "accelerated filer," and "smaller reporting company"
in Rule 12b-2 of the Exchange Act.







Large
      accelerated filer   o
                Non-accelerated
      filer   o
                Accelerated
      filer   o
                Smaller
      reporting company   x










Indicate
by check mark whether the registrant is a shell company (as defined in rule
12b-2 of the Exchange Act).  YES   o  NO  
x




As of
December 31, 2008, no market price existed for voting and non-voting common
equity held by non-affiliates of the registrant.





As of
December 31, 2008, there were 10,000,000 shares of Registrant's ordinary
shares outstanding.





Document
incorporated by reference:  None.







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





OUR
BUSINESS








Business
Development Summary




Solar
Acquisition is a development stage company incorporated in the State of Florida
in June 2006. We intended to marketing solar energy related products initially
through a website and then through dealers and distributors. We have a letter of
intent with Solar Teyin to supply solar products to us. We have not commenced
revenue generating activities at this time.


1.
              Build our existing website–We believe that
      using the Internet initially will allow us a base for operating our
      company. Upon completion of the offering, we expect to begin to develop
      our website and to have a fully developed website during the fourth
      quarter of 2008.2.
              Develop and implement a
      marketing plan–Once we establish
      our presence on the Internet, we intend to devote our efforts to
      developing and implementing a plan to market our services to consumers. In
      order to promote our company and attract customers, we plan to advertise
      via the Internet in the form of banner ads, alternative energy sites, link
      sharing programs and search engine placements3.
              Develop and implement a
      comprehensive consumer information website–In addition to
      providing consumers with a comprehensive website dedicated to the benefits
      of solar energy.4.
              Develop
      plans for a dealer network and local installation opportunities. We intend
      to secure relationships with local contractors and professionals for the
      installation of products supplied by Solar Teyin purchase through our
      website or our sales efforts.


Business
of Issuer




We intend
to become a distributor and marketer of products for the solar energy industry.
We have recently signed a letter of intent with Solar Teyin to distribute their
products on a nonexclusive basis in the United States. To further this business
arrangement, we intended to have a website which will be a fully automated,
topically arranged, intuitive, and easy-to-use service that supports a searching
experience in which highlight various solar products such as solar panels,
modules, and inverters.




One stop
at our site is intended to let consumers research online before making the
actual purchase of solar products for their homes or commercial buildings. We
are designing our website, and browsing experience to let shoppers research
detailed information including information on state and local subsidies.
Consumers will be able to write reviews of various solar energy products on our
site.




We intend
to be an Internet destination and sales outlet in the United States for
consumers seeking information regarding solar power for their home and
commercial power needs. We intend to utilize the power of the Internet to
aggregate in a single location an extensive network of industry participants and
a comprehensive database of solar information to create a directory that is
local, regional and national in nature.




Based
upon our business model, we intend to provide significant benefits to retailers,
consumers and other industry participants by enabling them to advertise,
interact and learn with what we believe is a significant online consumer
audience related to alternative fuels.




We also
intend to develop a dealer network for Solar Teyin products as well as business
relationships with local installers, roofing companies and general contractors
with a desire to enter into the solar energy industry.




Our
business model is being built on multiple revenue streams from a variety of
sources including direct sales of products, referral fees from local installers,
commissions on sales of products from our supplier and advertising from industry
participants interested in marketing their services to our consumer audience. We
anticipate generating our revenues primarily from sales of products directly to
consumers initially.




Our
objective is to build and maintain a superior online sales outlet for
facilitating the marketing and sale of solar energy products to consumers. After
developing a position in the market for our products and services, we intend to
develop a dealer network and sales force for the direct sale of solar energy
products.




2




Inefficiencies
of Traditional Advertising Methods




There is
a highly fragmented system of advertising and promotional methods are typically
able to reach only consumers in a limited local or regional geographic area for
solar energy products. Traditional mass advertising media, such as newspapers,
radio or television, are also inefficient because they reach many consumers who
are not consumers of alternative energy or specifically solar energy and they do
not provide a means to target advertising to consumers who are likely to
purchase based upon their individual preferences and interests. Moreover, the
costs associated with traditional mass advertising typically rise every year,
generally without attendant increases in the size or precision of the audience
delivery.




For the
consumer, the process researching solar energy sales outlets is generally viewed
as an inefficient process. Consumers historically have not had access in a
single, centralized location to the information needed to research and evaluate
purchasing decisions for alternative energy.




The
Online Solar Energy Opportunity




Because
of the size and fragmented nature of the alternative energy industry and its
reliance on the exchange of information, the Internet provides an efficient
platform for us to aggregate and disseminate information to consumers as well as
to expose both consumers and potential dealers to an extensive range of buying
opportunities. Compared with traditional media, the Internet provides
significant advantages to us in that we have the ability to target local buyers
more cost-effectively, differentiate our products and services more effectively
and expand the size of our market to reach potential consumers.




We
believe that consumers are increasingly using the Internet when making purchase
decisions about alternative energy products because of the inadequacy of
available information from other sources and the convenience of searching a
database of aggregated information from the privacy of their home or office.
While the Internet substantially increases the amount of information available
for researching and evaluating automotive fuel purchasing decisions and choices,
this information is often not aggregated at a central, organized
source.







We
believe that by providing a marketplace on the Internet where interested
consumers of solar energy can meet in a single location will deliver significant
value. We I tend to construct powerful Internet marketplace to be an effective
environment for reaching an economically and geographically diverse group of
targeted consumers who have expressed an interest in alternative energy for
their home or commercial business by logging onto our website. Our website is
being designed to provide consumers with a “one-stop” destination that
incorporates all aspects of content related to solar energy.





Significant
Benefits




If we are
able to structure our website the way we envision the website in our business
plan, then we believe we will provide significant benefits such as:




•
                            Online Consumer
      Audience. We believe we can offer service providers a single point
      to reach consumers nationwide who are interested in purchasing solar
      products for immediate consumption.•
                            Low Cost and Flexible
      Services. We intended to offer services on a local, regional or
      national basis.•
                            Wide Range of Listing and
      Advertising Products. We believe we will offer a host of products
      aimed at environmentally friendly energy sources We will also offer our
      customers enhanced listings, similar to bold listings in Yellow Pages;
      banner advertising; and individual web pages.


•
            National Advertisers.
      By utilizing the wide range of targeted marketing offerings of Solar
      Acquisition Corp, national advertisers may be able to gain exposure to a
      targeted group of purchase-minded consumers at the moment when these
      consumers are directly engaged in a search for information regarding solar
      energy products.






3




Significant
Benefits to Consumers.





We expect
that our website will become the leading consumer destination for sales of solar
energy products. We will allow consumers to compare economic benefits for
installing solar energy products as well as information related to state, local,
and Federal government subsidies.





STRATEGY




Our
objective is to build and maintain an online retail outlet combined with an
educational component for selling solar energy systems to consumers and dealers.
We intend to accomplish our objective by pursuing the following strategic
initiatives:




•
              Enhance
      and Broaden Services and Content
Offerings




We
anticipate offering products and services including solar energy components and
solar energy systems supplied to us by Solar Teyin. We also plan to enhance and
expand the selection criteria of search tools by allowing searches that include
information related to local and regional guidelines for solar energy as well as
opportunities for rebates and subsidies.. We currently do not have the required
software to provide for the type of searches we anticipate; however we
anticipate commencing the evaluation process upon completion of the
offering.




We intend
to further integrate content offerings with our search and purchase functions by
deploying new enhanced versions of our website thereby further establishing
ourselves as a comprehensive, independent destination for solar energy
information and encouraging repeat user visits. Additionally, we intend to
broaden the resources available to consumers by developing relationships with
other leading solar energy content providers.




•
              Increase
      Brand Awareness and Consumer
Traffic




We
believe that building consumer and dealer awareness of the products and services
that we offer is critical to our effort to build an Internet marketplace
destination. We intend to focus our consumer marketing efforts primarily on
online advertising with selected high traffic Internet portals and websites. Our
strategy is to further increase our brand awareness and website traffic through
advertising efforts encompassing online advertising methods and appearing at
select trade shows for alternative energy.




•
              Leverage
      Our Business Model




Our
business model revolves around facilitating the sale of solar energy products.
By combining an expansion of consumer traffic to our website with an expansion
of the size and information content, we expect to experience rapid growth in the
generation of sales and leads for potential customers of solar energy products.
We are developing a scalable business model characterized by multiple revenue
streams, a significant portion of which are recurring in nature:




-
            sales
      of solar products direct to consumers from Solar
  Teyin





-
            revenue
      from facilitating e-commerce transactions for aftermarket
      products);





-
            fees
      from national advertising programs, promotions and
    services.







Services
to Consumers




We intend
to offer consumers a “one-stop” shopping website with all of the information and
tools a consumer needs to purchase solar energy products for their homes or
commercial buildings.




Product
Search, Selection and Listing.




Our
proposed website will make the search, selection and education process easy by
providing a searchable database of our products, a user-friendly online forms
and access to technical support. More specifically, we intend to provide
consumers with the following services:




4




•
              Searchable Service Installer
      Listings. Search our database by city, state, zip code and
      geographic location and obtain contact information such as e-mail
      addresses, telephone numbers and of solar
  installers.





•
                "Solar FAQs” Lean about
      the different types of solar systems for your home or commercial
      building.•
                Product Information and
      Consumer Tools. Our website will help consumers select the right
      system for them based upon their individual preferences, price parameters
      and financial condition. More specifically, we anticipate providing
      consumers with the following
services:





O
              Decision Guide.
      Complete a simple "Custom Search" question-and-answer form in our
      interactive decision guide to find out which system best fits the
      consumer's desires, needs and
budget.





O
              System Reviews and
      Comparisons. A compare and shop interface that allows potential
      customers to compare products, services, and technical information all
      while having access to reviews by fellow customers, installers, and
      industry specialists. Review systems from such leading content providers
      and other consumers.




O
              Pricing Guides. A guide
      to price comparisons between on and off grind sources of
      energy.





Services
to Other Industry Participants




We intend
to offer vendors of ecologically friendly products and services the ability to
reach purchase-minded, or service minded consumers on our website in order to
capture sales opportunities for which we receive commissions and advertising
fees. Our focus will be on industry participants selling products dedicated to
environmentally responsible energy consumption.




Aftermarket
Goods and Services




Advertising. If we are
successful with our website, we intend to provide national and regional industry
participants, who sell aftermarket goods and services, with an effective,
efficient and accessible website on which to promote their products and
services. These services could include brackets and mounting systems and
cleaning and maintenance products.




Technology




In order
to operate our website, we will be required to have a scalable user interface
and transaction processing system that is designed around industry standard
architectures and externally developed non-proprietary software, such as that
provided by SAS. The system will be required to maintain operational data
records regarding sales of products.




Our
operations will be required to provide website services 24 hours a day, seven
days a week with occasional short interruptions due to maintenance or system
problems, such as power failures or router failures. We will be required to have
two website hosting operations for redundancy and load distribution, with two
separate locations. Both of these hosting facilities will be required to be
state-of-the-art with multiple redundancies for power and network components.
Additionally, at each facility, our systems will be required to have redundant
units such as multiple Web servers and databases. These systems are expensive
and cause us a capital outlay which we currently do not have.




Competition




We
compete against a variety of websites offering similar content. Barriers to
entry on the Internet are relatively low. We anticipate facing significant
competition in the future from new websites that offer the same emphasis on
solar energy and services and existing websites that introduce competing
services.




Alternative
Advertising Media




5




Our
products and services, when available, will compete against a number of websites
that offer both solar products and solar information. We will also be competing
with traditional media companies such as newspapers (print magazines
specializing in environmentally responsible lifestyles which could include
ownership and operation of solar energy systems.




Automotive
Products and Services




Our
proposed e-commerce service offerings will, upon completion, compete against a
verity of Internet and offline alternative companies. There are a number of
websites that offer similar products and services, some of which have
substantial product listings and shopping information. We will also face
competition indirectly from traditional offline stores and suppliers that offer
solar products and services similar to those proposed to be on our
website.




Content
Offerings




Our
content offerings will compete with both Internet and offline content providers.
There are a number of websites that provide content related to environmentally
responsible living. In addition, print content providers such as magazines,
books and newspapers also provide similar content.




We
believe that the principal competitive factors in attracting service stations,
automotive vendors and advertisers should include:




-
                    a
      large volume of website consumer traffic;-
                    an
      awareness of brand and brand loyalty;-
                    the
      demographics of environmentally responsible consumers;
  and-
                    the
      cost effectiveness of advertising on a website, including the ability to
      target advertising to specific
audiences.




We
believe that the principal competitive factors in attracting consumers to our
website are:




-
                        breadth
      and depth of products for sale-
                        brand
      awareness and loyalty;-
                        ease
      of use;-
                        website
      functionality, responsiveness and information;-
                        a
      positive browsing experience for the consumer; and-
                        quality
      of content, other service offerings and customer
  service.





Intellectual
Property & Proprietary Rights




Upon
completion of our website, we will regard substantial elements of our website
and underlying technology as proprietary and attempt to protect them by relying
on trademark, service mark and trade secret laws, restrictions on disclosure and
transferring title and other methods. We currently do not have any technology we
consider proprietary, as we are currently in our development stage.




Employees




We are a
development stage company and currently have only one part-time employee, Peter
Klamka, who is also our sole officer and director. We look to Mr. Klamka for his
entrepreneurial skills and talents. It is Mr. Klamka who provided us our
business plan. For a discussion of Mr. Klamka’s experience, please see
“Director, Executive Officers, Promoters and Control Persons.” Initially Mr.
Klamka will coordinate all of our business operations. Mr. Klamka has provided
the working capital to cover our initial expense. We plan to use consultants,
attorneys, accountants, and technology personnel, as necessary and do not plan
to engage any additional full-time employees in the near future. We believe the
use of non-salaried personnel allows us to expend our capital resources as a
variable cost as opposed to a fixed cost of operations. In other words, if we
have insufficient revenues or cash available, we are in a better position to
only utilize those services required to generate revenues as opposed to having
salaried employees. We may hire marketing employees based on the projected size
of the market and the compensation necessary to retain qualified sales
employees: however we do not intend to hire these individuals within the next 12
months. A portion of any employee compensation likely would include the right to
acquire our stock, which would dilute the ownership interest of holders of
existing shares of our common stock.




Mr.
Klamka is spending the time allocated to our business in handling the general
business affairs of our company such as accounting issues, including review of
materials presented to our auditors, working with our counsel in preparation of
filing our S-1 registration statement, and developing our business plan and
overseeing the technological aspects of our business, including the analysis of
various software companies capable of generating the type of software we
require.




6




ITEM
1A.






RISK
FACTORS




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





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




We were
incorporated in June 2006 as a Florida corporation. As a result of our start-up
operations we have; (i) generated no revenues, (ii) accumulated deficits of
$9,350 for the year ended December 31, 2007 and $1,001,924 for the year
ended December 31, 2008, (iii) we have incurred losses of $1,0000 for the year
ending December 31, 2007, and (iv) incurred losses of $992,574 for the year
ended December 31, 2008 due to issuance in stock for services rendered and have
been focused on organizational and start-up activities, business plan
development, and website design since we incorporated.





We have
not established a website and commenced the selling of solar products. There is
nothing at this time on which to base an assumption that our business operations
will prove to be successful or that we will ever be able to operate profitably.
Our future operating results will depend on many factors, including our ability
to raise adequate working capital, demand for our service, the level of our
competition and our ability to attract and maintain key management and
employees. Additionally, our auditor’s report reflects that the ability of Solar
Acquisition to continue as a going concern is dependent upon its ability to
raise additional capital from the sale of common stock and, ultimately, the
achievement of significant operating revenues. If we are unable to continue as a
going concern, you will lose your investment. You should not invest in this
offering unless you can afford to lose your entire investment.




We
are significantly dependent on our sole officer and director, who has limited
experience. The loss or unavailability to Solar Acquisition of Mr. Klamka’s
services would have an adverse effect on our business, operations and prospects
in that we may not be able to obtain new management under the same financial
arrangements, which could result in a loss of your investment.




Our
business plan is significantly dependent upon the abilities and continued
participation of Peter C. Klamka, our sole officer and director. It would be
difficult to replace Mr. Klamka at such an early stage of development of Solar
Acquisition. The loss by or unavailability to Solar Acquisition of Mr. Klamka’s
services would have an adverse effect on our business, operations and prospects,
in that our inability to replace Mr. Klamka could result in the loss of one’s
investment. There can be no assurance that we would be able to locate or employ
personnel to replace Mr. Klamka, should his services be discontinued. In the
event that we are unable to locate or employ personnel to replace Mr. Klamka we
would be required to cease pursuing our business opportunity, which would result
in a loss of your investment.




Mr.
Klamka has limited experience in framing an online solar energy marketing
company. The lack of experience in framing an online solar energy marketing
business could limit or eliminate  your return on
investment.




As a
result of our reliance on Mr. Klamka and his lack of experience in developing an
online solar energy marketing company, our investors are at risk in losing their
entire investment. Mr. Klamka intends to hire personnel in the future, when
sufficiently capitalized, who may have the experience required to manage
our company, such management is not anticipated until the occurrence of future
financing. Since this offering will not sufficiently capitalize our company,
future offerings will be necessary to satisfy capital needs. Until such future
offering occurs, and until such management is in place, we are reliant upon Mr.
Klamka to make the appropriate management decisions.







Mr.
Klamka is involved with other businesses including other public companies
and there can be no assurance that he will continue to provide services to us.
Mr. Klamka’s limited time devotion of less than 20 hours per month to Solar
Acquisition could have the effect on our operations of preventing us from being
a successful business operation, which ultimately could cause a loss of your
investment.




7




As
compared to many other public companies, we do not have the depth of managerial
or technical personnel. Mr. Klamka is currently involved in other businesses,
which have not, and are not expected in the future to interfere with Mr.
Klamka’s ability to work on behalf of our company. Mr. Klamka may in the future
be involved with other businesses and there can be no assurance that he
will continue to provide services to us. Mr. Klamka will devote only a portion,
less than 20 hours per month, of his time to our activities. As our sole officer
and director, decisions are made at his sole discretion and not as a result of
compromise or vote by members of a board.




We
need to complete our agreement with Solar Teyin/Hyundai Heavy Industries, as
currently we have no legal mechanism is place that will guarantee the
participation of any supplier, named or otherwise




We
currently do not have a contract with our principal supplier. At the present
time, we only have a letter of intent to form a joint venture with Solar
Teyin. No business entity or arraignment has been negotiated or created in
furtherance of the intended joint venture. Alternatively, we have not made any
efforts to further seek any alternatives to Solar Teyin.




Because
of market pressures from competitors with more resources, we  may fail
to implement our business model profitably.




The
business of advertising and marketing on the Internet in general is highly
fragmented and extremely competitive. The market for customers is intensely
competitive and such competition is expected to continue to increase. There are
no substantial barriers to entry in this market and we believe that our ability
to compete depends upon many factors within and beyond our control, including
the timing and market acceptance of new solutions and enhancements to existing
solutions developed by us, our competitors, and their advisors.




We are dependent on the popularity of
consumer acceptance of solar energy.





Our
ability to generate revenue and be successful in implementation of our business
plan is dependent on consumer acceptance of solar energy.





A
drop in the retail price of conventional energy or non-solar renewable energy
sources may negatively impact our business.





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





The
reduction, elimination or expiration of government subsidies and economic
incentives for solar energy systems could reduce the demand for our
products.





Government
subsidies are an important factor in the economic determination to purchase a
solar energy system. Certain states, including California and Colorado,
localities and utilities offer incentives to offset a portion of the cost of
qualified solar energy systems. These incentives can take many forms, including
direct rebates, state tax credits, system performance payments and renewable
energy credits, or RECs. The reduction or elimination of such incentives or
delays or interruptions in the implementation of favorable federal or state laws
could substantially increase the cost of our systems to our customers, resulting
in a significant reduction in demand for our solar energy systems, which would
negatively impact our business.








Existing
regulations, and changes to such regulations, may present technical, regulatory
and economic barriers to the installation of solar energy systems, which may
significantly reduce demand for our solar energy systems.





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





Existing
regulations and policies pertaining to electricity pricing and technical
interconnection of customer-owned electricity generation and changes to these
regulations and policies may deter the purchase and use of solar energy systems
and negatively impact development of the solar energy
industry.





8




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




We
will require additional financing in order to implement our business plan. In
the event we are unable to acquire additional financing, we may not be able to
implement our business plan resulting in a loss of revenues and ultimately the
loss of your investment.




Due to
our start-up nature, we will have to incur the costs of advertising which is
intended to generate revenue from sales and advertising, in addition to
hiring new employees and commencing additional marketing activities. To fully
implement our business plan we will require substantial additional
funding.




As
a result of our deficiency in working capital at December 31, 2008 and
other factors, our auditors have included a paragraph in their report regarding
substantial doubt about our ability to continue as a going concern.





ITEM
 1B. UNRESOLVED STAFF COMMENTS.




None




ITEM  2. DESCRIPTION OF PROPERTY.





We
currently maintain our executive offices, consisting of approximately 300 square
feet of space, at 1905 Pauline Blvd. Suite 1, Ann Arbor,
MI 48103





ITEM 3. LEGAL PROCEEDINGS.





There are
no material legal proceedings in which either we or any of our affiliates are
involved which could have a material adverse effect on our business, financial
condition or future operations.





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





None.





9




PART II





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





Market
Information




Our
common stock is not listed on any stock exchange. We intend to eventually have
our stock listed on the OTC/BB.




Rules
Governing Low-Price Stocks that May Affect Our Shareholders' Ability to Resell
Shares of Our Common Stock






Quotations
on the OTC/BB reflect inter-dealer prices, without retail mark-up, markdown or
commission and may not reflect actual transactions.  Our common stock may
be subject to certain rules adopted by the SEC that regulate broker-dealer
practices in connection with transactions in "penny stocks".  Penny
stocks generally are securities with a price of less than $5.00, other than
securities registered on certain national exchanges or quoted on the Nasdaq
system, provided that the exchange or system provides current price and volume
information with respect to transaction in such securities.  The additional
sales practice and disclosure requirements imposed upon broker-dealers may
discourage broker-dealers from effecting transactions in our shares which could
severely limit the market liquidity of the shares and impede the sale of our
shares in the secondary market.






The penny
stock rules require broker-dealers, prior to a transaction in a penny stock not
otherwise exempt from the rules, to make a special suitability determination for
the purchaser to receive the purchaser’s written consent to the transaction
prior to sale, to deliver standardized risk disclosure documents prepared by the
SEC that provides information about penny stocks and the nature and level of
risks in the penny stock market.  The broker-dealer must also provide the
customer with current bid and offer quotations for the penny stock.  In
addition, the penny stock regulations require the broker-dealer to deliver,
prior to any transaction involving a penny stock, a disclosure schedule prepared
by the SEC relating to the penny stock market, unless the broker-dealer or the
transaction is otherwise exempt.  A broker-dealer is also required to
disclose commissions payable to the broker-dealer and the registered
representative and current quotations for the securities.  Finally, a
broker-dealer is required to send monthly statements disclosing recent price
information with respect to the penny stock held in a customer's account and
information with respect to the limited market in penny stocks.




Holders




As of the
date of this report, we have approximately 11 shareholders of record of the Company’s common
stock.




Dividends.




We have
not paid any dividends to our shareholders.  There are no restrictions
which would limit our ability to pay dividends on common equity or that are
likely to do so in the future. Florida Law, however, prohibits us from declaring
dividends where, after giving effect to the distribution of the dividend, we
would not be able to pay our debts as they become due in the usual course of
business; or if our total assets would be less than the sum of our total
liabilities plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving the
distribution.






EQUITY
COMPENSATION PLAN INFORMATION






Number
      ofsecurities
                  to
      beissued
      upon
                  exercise
      ofoutstandingoptions,warrants
      andrights
                  (a)
                
                
                Weightedaverageexerciseprice
      ofoutstandingoptions,warrantsand
      rights
                  (b)
                
                
                Number
      of securitiesremaining
      availablefor
      future issuancesunder
      equitycompensation
                  plans(excluding
      securitiesreflected
      incolumn
                  (a))
      (c)Equity
      compensation plans approved bysecurity
      holders
                
                
                0
                
                
                
                0
                
                
                
                0Equity
      compensation plans not approvedby
      security holders
                
                
                0
                
                
                
                0
                
                
                
                0Total
                
                
                0
                
                
                
                0
                
                
                
                0




Recent
Sales of Unregistered Securities




The
company issued 9,900,000 shares of restricted stock for services rendered or to
be rendered in connection with the development of the Company’s business
plan




10




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-K. 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.  In June 2008, we entered into a letter of intent with
Solar Teyin to provide solar products for sale through the Internet via a
website which we intend to establish.




We intend
to become a marketer of solar energy products initially through the Internet. We
hope to develop a dealer network as well as a referral network for consumers
seeking installations and technical support.




Significant
Accounting Policies and Estimates




Management's
Discussion and Analysis of Financial Condition and Results of Operations
discusses the Company's consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Management bases
its estimates and judgments on historical experiences and on various other
factors that are believed to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying value of assets
and liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or conditions. The
most significant accounting estimates inherent in the preparation of the
Company's financial statements relate to the allowance for doubtful accounts.
These accounting policies are described at relevant sections in this discussion
and analysis and in the notes to the consolidated financial statements included
in this Annual Report on Form l0-K for the year ended December 31,
2008.





Results
of Operations





For
the fiscal year ended December 31, 2007 vs. December 31, 2008





There
were no revenues for the fiscal year ended December 31, 2007 or December 31,
2008. Expenses for the year ended December 31, 2007 were $1,000, compared to
$992,574 for the year ended December 31, 2008.





The
company did not pay nor recognize any interest expense for the years ended
December 31, 2007 and December 31, 2008.








Liquidity
and Capital Resources





The
Company has no cash. The Company did not have any reportable cash for the years
ended December 31, 2007 and December 31, 2008. The investigation of prospective
financing candidates involves the expenditure of capital.  The Company
will likely have to look to Mr. Klamka or to third parties for additional
capital.  There can be no assurance that the Company will be able to
secure additional financing or that the amount of any additional financing will
be sufficient to conclude its business objectives or to pay ongoing operating
expenses.





In the
past, Mr. Klamka has provided any cash needed for operations, including any cash
needed for this Offering. To date, Mr. Klamka has lent the Company $3,350. Mr.
Klamka intends to lend the Company additional capital to pay the accounts
payable and to cover any additional costs related to this Offering. The Note
that Mr. Klamka currently has with the Company is a non-interest bearing,
unsecured, and has no term of repayment.





Equity
Distribution to Management




Since our
incorporation, we have raised capital through private sales of our common
equity.  As of December 31, 2008, we have issued 10,000,000 shares of our
common stock to various shareholders and our manager, Peter Klamka, in exchange
for cash of and services valued at $1,000,000.  Specifically, Mr. Klamka
received 1,000,000 shares in exchange for services relating to our organization,
development or our business plan, and negotiation of our Letter of Intent with
Solar Teyin.





Off-Balance
Sheet Arrangements




We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.




11








ITEM 7. FINANCIAL STATEMENTS.





SOLAR ACQUISITION
CORP.


Financial
Statements


For
the Year Ended December 31, 2008







Contents
            PageReport of Independent
      Registered Public Accounting Firm
            F-1Financial
      Statements:Balance Sheet as of
      December 31, 2008 and 2007
            F-2Statements of
      Operations for the year ended December 31, 2008 and 2007  And
      from inception(June 3, 2006) to December 31,
      2008
            F-3Statement of
      Stockholders' Deficit from inception(June 3, 2006) to December 31,
      2008
            F-5Statements
      of Cash Flows for the year ended December 31, 2008 and 2007And
      from inception(June 3, 2006) to December 31,
    2008
            F-4Notes to Financial
      Statements
            F-6




12




GRUBER
& COMPANY, LLC





Report
of Independent Registered Public Accounting Firm











To the
Board of Directors


Solar
Acquisition, Corp.


A
Development Stage Company





We have
audited the accompanying balance sheet of  Solar Acquisition, Corp,(a
development stage company), as of December 31, 2008 and 2007, and the related
statements of operations, stockholders' equity, and cash flows for the years
then ended and for the period from June 3, 2006 (date of inception) through
December 31, 2008. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits 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 audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the company’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. We believe that our audits provide a reasonable basis for our
opinion.




In our
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, 2008 and 2007 and the results of
its operations and its cash flows for the years then ended and for the period
June 3, 2006 (date of inception) through December 31, 2008, 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


February
20, 2009




F-1










SOLAR
      ACQUISITION CORP.(A
      DEVELOPMENT STAGE COMPANY)BALANCE
      SHEETDecember
      31, 2008
                                                            
                                                            
                                                            December
      31, 2007ASSETSCURRENTCash
                                                            
                                                            $
                                                            26
                                                            
                                                            
                                                            $
                                                            100TOTAL
      ASSETS
                                                            
                                                            $
                                                            26
                                                            
                                                            
                                                            $
                                                            100LIABILITIES
      AND STOCKHOLDERS’  EQUITYCURRENTAccounts
      payable
                                                            
                                                            $
                                                            6,000
                                                            
                                                            
                                                            $
                                                            6,500Note
      payable
                                                            
                                                            
                                                            5,850
                                                            
                                                            
                                                            
                                                            2,850TOTAL
      LIABILITIES
                                                            
                                                            
                                                            11,850
                                                            
                                                            
                                                            
                                                            9,350STOCKHOLDERS’  EQUITYCommon
      stock, authorized, 100,000,000 shares, par value $.001-
      issued and outstanding, 10,000,000 (December 31, 2007
      -100,000)
                                                            
                                                            
                                                            10,000
                                                            
                                                            
                                                            
                                                            100Preference
      shares, authorized, 1,000,000-
      issued and outstanding - nil (December 31, 2007 - nil)
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -Additional
      paid in capital
                                                            
                                                            
                                                            980,100
                                                            
                                                            
                                                            
                                                            -Deficit
      accumulated during development stage
                                                            
                                                            
                                                            (1,001,924
                                                            )
                                                            
                                                            
                                                            (9,350
                                                            )Total
      Stockholders’ Equity(Deficit)
                                                            
                                                            
                                                            (11,824
                                                            )
                                                            
                                                            
                                                            (9,250
                                                            )TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                                                            
                                                            $
                                                            26
                                                            
                                                            
                                                            $
                                                            100  The
accompanying notes are an integral part of these financial
statements.


F-2





SOLAR
      ACQUISITION CORP.(A
      DEVELOPMENT STAGE COMPANY)STATEMENT
      OF OPERATIONSYear
      EndedDec
      31, 2008
                                                    
                                                    
                                                    Year
      Ended
      Dec
      31, 2007
                                                    
                                                    
                                                    June
      3, 2006 (Inception)
      To
      Dec 31, 2008REVENUE
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -OPERATING
      EXPENSESProfessional
      fees
                                                    
                                                    
                                                    2,500
                                                    
                                                    
                                                    
                                                    1,000
                                                    
                                                    
                                                    
                                                    11,500Consulting
      fees
                                                    
                                                    
                                                    990,000
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    990,000General
      and administrative
                                                    
                                                    
                                                    74
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    424Total
      Operating Expenses
                                                    
                                                    
                                                    992,574
                                                    
                                                    
                                                    
                                                    1,000
                                                    
                                                    
                                                    
                                                    1,001,924NET
      INCOME(LOSS)
                                                    
                                                    $
                                                    (992,574
                                                    )
                                                    
                                                    $
                                                    (1,000
                                                    )
                                                    
                                                    $
                                                    (1,001,924
                                                    )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING
                                                    
                                                    
                                                    5,875,000
                                                    
                                                    
                                                    
                                                    100,000BASIC
      AND DILUTED LOSS PER SHARE
                                                    
                                                    $
                                                    (0.17
                                                    )
                                                    
                                                    $
                                                    -




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


F-3





SOLAR
      ACQUISITION CORP.(A
      DEVELOPMENT STAGE COMPANY)STATEMENT
      OF CASH FLOWSYear
      Ended
      Dec
      31, 2008
                                                    
                                                    
                                                    Year
      EndedDec
      31, 2007
                                                    
                                                    
                                                    June
      3, 2006 (Inception)
      To
      Dec 31, 2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income(loss)
                                                    
                                                    $
                                                    (992,574
                                                    )
                                                    
                                                    
                                                    (1,000
                                                    )
                                                    
                                                    $
                                                    (1,001,924
                                                    )Issuance
      of stock for services
                                                    
                                                    
                                                    990,000
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    990,000Changes
      in assets and liabilitiesIncrease(decrease)
      in accounts payable
                                                    
                                                    
                                                    (500
                                                    )
                                                    
                                                    
                                                    1,000
                                                    
                                                    
                                                    
                                                    6,000Cash
      Used In Operating Activities
                                                    
                                                    
                                                    (3,074
                                                    )
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (5,924
                                                    )CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of common stock
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    100Note
      payable
                                                    
                                                    
                                                    3,000
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    5,850Cash
      Provided By Financing Activities
                                                    
                                                    
                                                    3,000
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    5,950NET
      CHANGE IN CASH
                                                    
                                                    
                                                    (74
                                                    )
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    26CASH
      AND CASH EQUIVALENTS - BEGINNING OF PERIOD
                                                    
                                                    
                                                    100
                                                    
                                                    
                                                    
                                                    100
                                                    
                                                    
                                                    
                                                    -CASH
      AND CASH EQUIVALENTS - END OF PERIOD
                                                    
                                                    $
                                                    26
                                                    
                                                    
                                                    $
                                                    100
                                                    
                                                    
                                                    $
                                                    26





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, 2008ADDIT'L
      PAID
      IN CAPITAL
                                            
                                            
                                            ACCUM-
      ULATED
      DEFICITCOMMON
      STOCKSHARES
                                            
                                            
                                            AMOUNT
                                            
                                            
                                            
                                            
                                            
                                            
                                            TOTALBalance
      - June 3, 2006
                                            
                                            
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -Common
      stock issued
                                            
                                            
                                            100,000
                                            
                                            
                                            
                                            100
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            100Net
      loss
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (9,350
                                            )
                                            
                                            
                                            (9,350
                                            )Balance
      - December 31, 2006
                                            
                                            
                                            100,000
                                            
                                            
                                            
                                            100
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (9,350
                                            )
                                            
                                            
                                            (9,250
                                            )Net
      income(loss) - December 31, 2007
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Balance
      - December 31, 2007
                                            
                                            
                                            100,000
                                            
                                            
                                            
                                            100
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (9,350
                                            )
                                            
                                            
                                            (9,250
                                            )Issuance
      of stock for services
                                            
                                            
                                            9,900,000
                                            
                                            
                                            
                                            9,900
                                            
                                            
                                            
                                            980,100
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            990,000Net
      income(loss) - December 31, 2008
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (992,574
                                            )
                                            
                                            
                                            (992,574
                                            )Balance
      - December 31, 2008
                                            
                                            
                                            10,000,000
                                            
                                            
                                            $
                                            10,000
                                            
                                            
                                            $
                                            980,100
                                            
                                            
                                            $
                                            (1,001,924
                                            )
                                            
                                            $
                                            (11,824
                                            )





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


F-5


SOLAR
ACQUISITIONCORP.


A
Development Stage Company


NOTES TO FINANCIAL
STATEMENTS





NOTE 1 - ORGANIZATION ANDSUMMARY 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 December 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-6


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.





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:





On June
9, 2006, the company issued 100,000 shares at par value of $.001 for
$100.





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





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





On May
15, 2008, the Company increased its authorized share capital from 75,000,000 to
100,000,000 shares of common stock and 1,000,000 shares of preferred stock
having voting rights of 100 shares of common stock for each share of preferred
stock.





On June
1, 2008, the Company issued an additional 9,900,000 shares of common stock for
consulting services rendered having a value of $990,000.





F-7




NOTE 4 - RECENT ACCOUNTING
PRONOUNCEMENTS:





The FASB issued FASB Statement No. 141 (revised 2007), Business Combinations, Noncontrolling Interests in
Consolidated Financial Statements. Statement 141(R requires the acquiring
entity in a business combination to recognize all (and only) the assets acquired
and liabilities assumed in the transaction; establishes the acquisition-date
fair value as the measurement objective for all assets acquired and liabilities
assumed; and requires the acquirer to disclose to investors and other users all
of the information they need to evaluate and understand the nature and financial
effect of the business combination. FASB No.141 R is effective for fiscal years
beginning after December 15, 2008. The Company does not believe that FAS No. 141
R will have any impact on its financial statements.





The FASB
issued FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial StatementsStatement No.160 requires all entities
to report noncontrolling (minority) interests in subsidiaries in the same way—as
equity in the consolidated financial statements. Moreover, Statement 160
eliminates the diversity that currently exists in accounting for transactions
between an entity and noncontrolling interests by requiring they be treated as
equity transactions. FASB No.160 is effective for fiscal years beginning after
December 15, 2008. The Company does not believe that FAS No. 160 will have any
impact on its financial statements.





The FASB
issued FASB Statement No. 161, Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133,which requires additional disclosures about the objectives of the
derivative instruments and hedging activities, the method of accounting for such
instruments under SFAS No. 133 and its related interpretations, and a tabular
disclosure of the effects of such instruments and related hedged items on our
financial position, financial performance, and cash flows. SFAS No. 161 is
effective for the Company beginning January 1, 2009. Management believes that,
for the foreseeable future, this Statement will have no impact on the financial
statements of the Company once adopted.





NOTE
5 – INCOME TAXES





The
components of income tax (benefit) expense for the year ended December 31, 2008
and December 31, 2007 respectively, are as follows:




2008
              
              
              2007Federal:Current
              
              $
              --
              
              
              $
              --Deferred
              
              
              --
              
              
              
              --State:Current
              
              
              --
              
              
              
              --Deferred
              
              
              --
              
              
              
              --$
              --
              
              
              $
              --




The
Company has a net operating loss carryforward to offset future taxable income of
$1,001,924.  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, 2008 and
December 31, 2007 respectively, differed from the statutory federal rate of 34
percent as follows:





F-8






2008
                
                
                2007Statutory rate
      applied to lossbefore income
      taxes
                
                $
                (337,475
                )
                
                $
                (3,179
                )Increase(decrease)
      in income taxes resulting from:State, income
      taxes
                
                
                --
                
                
                
                --Other, including
      reserve for deferred tax asset
                
                
                337,475
                
                
                
                3,179Income 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, 2008 and 2007,
respectively:







December
      31,2008
              
              
              2007Deferred
      tax assets
              
              $
              337,475
              
              
              $
              3,179Net operating loss
      carryforwardsLess: valuation
      allowances
              
              
              (337,475
              )
              
              
              (3,179
              )Net Deferred Tax
      Asset
              
              $
              --
              
              
              $
              --







During
the year ended December 31, 2008 and December 31, 2007,  respectively,
the reserve for the deferred current tax asset increased by approximately
$337,475 and $3,179, respectively.


F-9





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





None





ITEM
8A. CONTROLS AND PROCEDURES.




Evaluation of Disclosure Controls and
Procedures.




As of the
end of the period covered by this report, we carried out an evaluation, under
the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Based upon that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures are effective to ensure that information required to be disclosed by
us in reports that we file or submit to the Securities and Exchange Commission
(the "SEC") under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms.






Our
officer also concluded that our disclosure controls and procedures are also
effective to ensure that information required to be disclosed in the reports
that we file or submit under the Exchange Act is accumulated and communicated to
our management, including our chief executive officer and chief financial
officer, to allow timely decision regarding required disclosure.




Changes
in Internal Controls over Financial Reporting.




There was
no change in our internal control over financial reporting during our fourth
quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.


This
annual report does not include an attestation report of the company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only management's report
in this annual report.
  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, 2008.  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, 2008.




13




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
            39
            Chairman of the
      Board, CEO, President Treasurer and
Secretary.




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





The
business experience, principal occupations and employment, as well as the
periods of service, of our sole director and executive officer during the last
five years are set forth below.





Peter
Klamka has been our Chairman of the Board and Chief Executive Officer since our
inception. Mr. Klamka has been active in developing, funding, and operating
various start up companies over the past twenty years.  He is the former
Chairman and CEO of GiraSolar Inc., a solar energy company based in Europe that
trades on the Pink Sheets. Mr. Klamka is also the CEO of Cephas Holdings Inc., a
reporting company that develops and markets mobile phone applications.  He
is also a principal officer in several other ventures.





Involvement
in Certain Legal Proceedings




Our
directors, executive officers and control persons have not been involved in any
of the following events during the past five years:




1.
                      any bankruptcy
      petition filed by or against any business of which such person was a
      general partner or executive officer either at the time of the bankruptcy
      or within two years prior to that time;2.
                      any
      conviction in a criminal proceeding or being subject to a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);3.
                      being
      subject to any order, judgment, or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      or4.
                      being
      found by a court of competent jurisdiction (in a civil action), the
      Commission or the Commodity Futures Trading Commission to have violated a
      federal or state securities or commodities law, and the judgment has not
      been reversed, suspended, or vacated.




EXECUTIVE
COMPENSATION






The
following table summarizes the compensation of our President (Principal
Executive Officer) and other officers and directors who received annual
compensation in excess of $100,000 during the period from June 3, 2006
(inception) to December 31, 2008.




14




SUMMARY
COMPENSATION TABLE


Annual
      Compensation
                                                                        Long
      TermCompensation(1)
                                                                        Pay-outsName
      and Principal
                                                                          Position
                                                                        Year
                                                                        Salary
                                                                        Bonus
                                                                        OtherAnnual
                                                                          Compen-sation(2)
                                                                        SecuritiesUnderOptions/SAR'sGranted
                                                                        RestrictedShares
      orRestrictedShare
      Units
                                                                        LTIPPay-outs
                                                                        All
      OtherCompen-sation2006
                                                                        Nil
                                                                        Nil
                                                                        Nil
                                                                        Nil
                                                                        Nil
                                                                        Nil
                                                                        Nil2007
                                                                        Nil
                                                                        Nil
                                                                        Nil
                                                                        Nil
                                                                        Nil
                                                                        Nil
                                                                        Nil2008
                                                                        Nil
                                                                        Nil
                                                                        Nil
                                                                        Nil
                                                                        Nil
                                                                        Nil
                                                                        Nil




We have
not entered into any employment agreement or consulting agreement with our
directors and executive officers. There are no arrangements or plans in which we
provide pension, retirement or similar benefits for directors or executive
officers. Our directors and executive officers may receive stock options at the
discretion of our board of directors in the future, although no stock option
plan is currently in place. We do not have any material bonus or profit sharing
plans pursuant to which cash or non-cash compensation is or may be paid to our
directors or executive officers, except that stock options may be granted at the
discretion of our board of directors.




Directors
Compensation




We have
not reimbursed our directors for expenses incurred in connection with attending
board meetings nor have we paid any directors fees or other cash compensation
for services rendered as a director in the period ended December 31,
2008.




We have
no formal plan for compensating our directors for their services in their
capacity as directors. In the future we may grant options to our directors to
purchase shares of common stock as determined by our Board of Directors or a
compensation committee that may be established. We do not, however, have a stock
option plan in place at this time. Directors are entitled to reimbursement for
reasonable travel and other out-of-pocket expenses incurred in connection with
attendance at meetings of our board of directors. The board of directors may
award special remuneration to any director undertaking any special services on
behalf of Solar Acquisition other than services ordinarily required of a
director. Other than as indicated in this prospectus, no director received
and/or accrued any compensation for his or her services as a director, including
committee participation and/or special assignments




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.







ITEM 11. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS




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




15




Name
      of Beneficial Owner(1)
                                              
                                              
                                              Number
      Of Shares
                                              
                                              
                                              Percent
      OwnershipBarton
      PK, LLC (2)
                                                Richard
      Mays
                                                Condor
      Financial Management, S.A. (3)
                                                Ecorum
      Limited (4)
                                                liveIR
      (5)
                                                Susan
      Radke
                                                Algol
      (6)
                                                Ajoy
      Garapati
                                                Joe
      Eberhard
                                                HW
      Funds Group, LLC (7)
                                                Dynamic
      Development (8)
                                              
                                              
                                              
                                              1,000,000
                                                1,000,000
                                                1,000,000
                                                1,000,000
                                                1,000,000
                                                1,000,000
                                                1,000,000
                                                1,000,000
                                                1,000,000
                                                500,000
                                                500,000
                                              
                                              
                                              
                                              10%
                                                10%
                                                10%
                                                10%
                                                10%
                                                10%
                                                10%
                                                10%
                                                10%
                                                5%
                                                5%All
      Directors, Officers and Principal Stockholders as a Group
                                              
                                              
                                              
                                              10,000,000
                                              
                                              
                                              
                                              100%







1.)
                          The
      address of each shareholder is care of Solar Acquisition Corp at 1905
      Pauline Blvd, Suite 1, Ann Arbor, MI 48103 unless otherwise
      stated.2.)
                          Peter
      Klamka, sole director and officer of Solar Acquisition Corp., is a
      beneficial owner in Barton PK, LLC.3.)
                          Joe
      Eberhard is the Director and the address is P.O. Box 9112 CH-8036 Zurich
      Switzerland4.)
                          Joe
      Eberhard is the Director and the address is P.O. Box 9112 CH-8036 Zurich
      Switzerland5.)
                          Brandon
      Wynn is the President and the address is 1919 Van Buren St. #611A,
      Hollywood, FL 330206.)
                          Carol
      Wynn Eldred is the President and the address is 2212 South Cypress Bend
      Drive #201, Pompano Beach, FL 330697.)
                          Joe
      Logan is the Managing Director and the address is 708 Third Avenue, 11th
      Floor, New York, NY 100178.)
                          Avi
      Shapiro is the President and the address is YUNITSMAN 2/523, TEL AVIV YAFO
      69360,
ISRAEL





Changes
in Control




We are
unaware of any contract or other arrangement the operation of which may at a
subsequent date result in a change of control of Solar Acquisition.




16




ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.





We have
not been a party to any transaction, proposed transaction, or series of
transactions in which the amount involved exceeds $60,000, and in which, to our
knowledge, any of our directors, officers, five percent beneficial security
holders, or any member of the immediate family of the foregoing persons has had
or will have a direct or indirect material interest.




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





(a)
Exhibits to this Form 10-K:





3.1           Articles
of incorporation dated June 3, 2006(1)




3.2           By-Laws(1)




31.1
              Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and
      Exchange Act of 1934, as amended.


32.1
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief
      Financial Officer).





(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 endedDecember 31,
2008, our principal
accountants have billed approximately $2,500 (2007 - $1,000) for the audit of
our annual financial statements and Form 10-KSB and review of financial statements included
in our Form 10-Q 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.








17








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.Dated:
      April 21, 2009
              By:
              /s/ 
      Peter KlamkaPeter
      KlamkaPresident




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.








Date:  April
      21, 2009
              By:
              /s/ Peter
      KlamkaPeter
      KlamkaChairman,
      President,Secretary
      andChief
      Executive Officer
                (Principal
      Executive and Accounting
      Officer)






18