UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
20-F





[   ]
            REGISTRATION
      STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIESEXCHANGE ACT
      OF 1934OR[X]
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE
              ACT
      OF 1934
              
              For
      the fiscal year ended July 31, 2008OR[   ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
              EXCHANGE
      ACT OF 1934
              
              For
      the transition period from _____________________ to
      ______________________OR[   ]
            SHELL
      COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES
              EXCHANGE
      ACT OF 1934
              
              Date
      of event requiring this shell company report:





For
      the transition period from
            
            to





Commission
file number 000-51747





VIOSOLAR,
INC.


(Exact
name of Registrant as specified in its charter)





N/A


(Translation
of Registrant’s name into English)





Alberta,
Canada


(Jurisdiction
of incorporation or organization)





8, Alimou
Avenue, 3rd
Floor


Athens,
Greece 17455


(Address
of principal executive offices)





Securities
registered or to be registered pursuant to Section 12(b) of the
Act.





Title
      of each class
              
              None
            
            Name
      of each exchange on which registered
              
              None





Securities
registered or to be registered pursuant to Section 12(g) of the
Act.





Class A Common Shares(Title
      of Class)





Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act.





None(Title
      of Class)





Indicate
the number of outstanding shares of each of the issuer’s capital or common stock
as of the close of the period covered by the annual report:




18,000,000
shares of Class A common stock as at July 31, 2008





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities


Act.


£
Yes     R  No





If this
report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.


£
Yes     R
No





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.





R
Yes     £
No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filers, or a non-accelerated filer.  See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act.  (Check one):





Large
      accelerated filer  £
            Accelerated
      filer  £
            Non-accelerated
      filer  R





Indicate
by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:





U.S.
      GAAP                                            
      R
            International
      Financial Reporting Standards as issued  by
              the
      International Accounting Standards
      Board                                               
      £
            Other£





If “Other
“ has been checked in response to the previous questions, indicate by check mark
which financial statement item the registrant has elected to
follow.


£  Item
17   £ Item
18





If this
is an annual report, indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).


£
Yes     R  No


________________________________





(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
YEARS)





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.


£Yes     £
No








TABLE
OF CONTENTS




PART IFinancial
      Information and Accounting Principles
                  
                  
                  4Forward-Looking
      Statements
                  
                  
                  4Item
      1. Identity of Directors, Senior Management and Advisors
                  
                  5Item
      2. Offer Statistics and Expected Timetable
                  
                  
                  5Item
      3. Key Information
                  
                  
                  5Item
      4. Information on our Company
                  
                  
                  12Item
      4A. Unresolved Staff Comments
                  
                  
                  15Item
      5. Operating and Financial Review and Prospects
                  
                  
                  16Item
      6. Directors, Senior Management and Employees
                  
                  
                  18Item
      7. Major Stockholders and Related Party Transactions
                  
                  23Item
      8. Financial Information
                  
                  
                  24Item
      9. The Offer and Listing
                  
                  
                  24Item
      10. Additional Information
                  
                  
                  26Item
      11. Quantitative and Qualitative Disclosures about Market
    Risk
                  32Item
      12. Description of Securities other than Equity Securities
                  
                  33PART IIItem
      13. Defaults, Dividend Arrearages and Delinquencies
                  
                  
                  33Item
      14. Material Modifications to the Rights of Security Holders and Use of
      Proceeds.
                  33Item
      15. Controls and Procedures
                  
                  
                  33Item
      16. [Reserved]
                  
                  
                  34Item
      16A. Audit Committee Financial Expert
                  
                  
                  34Item
      16B. Code of Ethics
                  
                  
                  34Item
      16C.  Principal Accountant Fees and Services
                  
                  
                  34Item
      16D. Exemptions from the Listing Standards for Audit
      Committees
                  35Item
      16E  Purchases of Equity Securities by the Issuer and Affiliated
      Purchasers
                  35PART IIIItem
      17. Financial Statements
                  
                  
                  35Item
      18. Financial Statements
                  
                  
                  35Item
      19. Exhibits
                  
                  
                  36Signatures
                  
                  
                  37


3


PART
I






Financial
Information and Accounting Principles




The
financial statements and summaries of financial information contained in this
annual report are reported in United States dollars unless otherwise
stated.  All such financial statements have been prepared in
accordance with United States generally accepted accounting
principles.




The
financial statements of VioSolar, Inc. for the fiscal years ended July 31, 2008,
2007 and 2006, have been audited by Bateman & Co., Inc., P.C., registered
public accounting firm.




Forward-Looking
Statements




Except
for the statements of historical fact contained herein, some information
presented in this annual report constitutes forward-looking statements as that
term is defined in Section 27A of the United States Securities Act of 1933 and
Section 21E of the United States Securities Exchange Act of
1934.  These statements relate to future events or our future
financial performance.  When used in this annual report, the words
"estimate", "project", "believe", "anticipate", "intend", "expect", "predict",
"may", "should", the negative thereof or other variations thereon or comparable
terminology are intended to identify forward-looking statements.  Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
our Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements.  Such factors include those discussed in the section
entitled "Risk Factors".  Although we have attempted to identify
important factors that could cause actual results to differ materially, there
may be other factors that cause actual results not to be as anticipated,
estimated or intended.  There can be no assurance that such statements
will prove to be accurate as actual results and future events could differ
materially from those anticipated in such statements.  Accordingly,
prospective investors should not place undue reliance on forward-looking
statements.  The forward-looking statements in this annual report
speak only as to the date hereof.  We do not undertake any obligation
to release publicly any revisions to these forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.  Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or
achievements.  Except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.




As
used in this annual report, the terms "we", "us", "our" and the “Company” mean
VioSolar, Inc., unless otherwise indicated.




Exchange
Rates





Certain
of the transactions undertaken by the Company for fiscal 2008, and 2007 were in
Euros and certain of the transactions for fiscal 2006, 2005 and fiscal 2004 were
in Canadian dollars (“CDN”).  Therefore this annual report contains
conversions of certain amounts from both Euros and Canadian dollars into United
States dollars based upon the exchange rate in effect at the end of the month or
of the fiscal year to which the amount relates, or the exchange rate on the date
specified.  For such purposes, the exchange rate means the nominal
rate for the United States dollar from the Bank of Canada and the nominal rate
for the United States dollar from the European Central Bank.  These
translations should not be construed as representations that the Canadian dollar
or Euro amounts actually represent such United States dollar amounts or that
Canadian dollars or Euros could be converted into United States dollars at the
rate indicated or at any other rate.  These exchange rate tables
illustrate the US dollar equivalent of one Canadian dollar or one
Euro..





The
nominal rate for a Canadian dollar as of February 2, 2009 was US$0.8062, and the
nominal rate in Euros as of February 2, 2009 was US$1.2760.


4


The high
and low noon nominal exchange rates in Canadian (“CDN”) dollars and Euros for
each month during the previous six months:





January
                  2009
                
                
                December
                  2008
                
                
                November
                  2008
                
                
                October
                  2008
                
                
                September
                  2008
                
                
                August
                  2008High
      for period ($CDN)
                
                
                0.8458
                
                
                
                0.8538
                
                
                
                0.8696
                
                
                
                0.9426
                
                
                
                0.9673
                
                
                
                0.9753Low
      for period
                  ($CDN)
                
                
                0.7849
                
                
                
                0.7711
                
                
                
                0.7771
                
                
                
                0.7726
                
                
                
                0.9263
                
                
                
                0.9365High
      for period
                  (Euros)
                
                
                1.3866
                
                
                
                1.4616
                
                
                
                1.2935
                
                
                
                1.4081
                
                
                
                1.4731
                
                
                
                1.5574Low
      for period
                  (Euros)
                
                
                1.2795
                
                
                
                1.2608
                
                
                
                1.2525
                
                
                
                1.2460
                
                
                
                1.3934
                
                
                
                1.4598





The
average noon nominal rate for each of the five years ended July 31, calculated
by using the average of the exchange rates on the last day of each month during
the period:





July
      31$
                2008
                
                
                $
                2007
                
                
                $
                2006
                
                
                $
                2005
                
                
                $
                2004$CDN
      Average for period
                
                
                0.9959
                
                
                
                0.9749
                
                
                
                0.8707
                
                
                
                0.8090
                
                
                
                0.7513Euros
      Average for period
                
                
                1.5007
                
                
                
                1.3190
                
                
                
                1.2227
                
                
                
                1.2755
                
                
                
                1.2041




ITEM
1.                                IDENTITY
OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS




Not
Applicable.




ITEM
2.                                OFFER
STATISTICS AND EXPECTED TIMETABLE




Not
Applicable.




ITEM
3.                                KEY
INFORMATION




A.
            Selected
      Financial Data




The
following tables summarize selected financial data for our Company prepared in
accordance with United States generally accepted accounting principles for the
years ended July 31, 2008, 2007, 2006 and 2005.  The information in
the table was extracted from the financial statements and related notes included
in this annual report and the reports that were previously filed and should be
read in conjunction with such financial statements.





For
      the Years Ended July 31
                  (US
      dollars)2008
                
                
                2007
                
                
                2006
                
                
                2005
                
                
                2004Operating
      Revenues
                
                Nil
                
                
                Nil
                
                
                Nil
                
                
                Nil
                
                
                NilIncome
      (loss) from Operations
                
                $
                (964,829
                )
                
                $
                (154,552
                )
                
                $
                (24,649
                )
                
                $
                (13,151
                )
                
                $
                (542
                )Net
      Income (loss)
                
                $
                (973,429
                )
                
                $
                (153,844
                )
                
                $
                (23,666
                )
                
                $
                (12,966
                )
                
                $
                (542
                )Net
      Income (loss) from Operations per share
                
                $
                (0.05
                )
                
                $
                (0.01
                )
                
                $
                0.00
                
                
                $
                0.00
                
                
                $
                0.00


5





As
      at July 31
                  (US
      dollars, except number of common shares issued and
      outstanding)2008
                
                
                2007
                
                
                2006
                
                
                2005
                
                
                2004Total
      Assets
                
                $
                3,462
                
                
                $
                11,218
                
                
                $
                52,836
                
                
                $
                67,394
                
                
                $
                79,768Total
      Stockholders' Equity (Deficit)
                
                $
                (540,552
                )
                
                $
                (112,221
                )
                
                $
                52,836
                
                
                $
                66,502
                
                
                $
                79,468Capital
      Stock
                
                $
                68,797
                
                
                $
                68,797
                
                
                $
                80,010
                
                
                $
                80,010
                
                
                $
                80,010Number
      of Shares
                
                
                18,000,000
                
                
                
                18,000,000
                
                
                
                18,000,000
                
                
                
                18,000,000
                
                
                
                18,000,000




B.
            Capitalization
      and Indebtedness




Not
Applicable.




C.           Reasons
for the Offer and Use of Proceeds




Not
Applicable.




D.           Risk
Factors




The
information included in this annual report includes, or is based upon,
estimates, projections or other forward-looking statements.  Such
forward-looking statements include any projections or estimates made by us and
our management in connection with our business operations.  While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes
significantly, from any estimates, predictions, projections, assumptions or
other future performance suggested herein.




Such
estimates, projections or other forward-looking statements involve various risks
and uncertainties as outlined below.  We caution the reader that
important factors in some cases have affected and could affect actual results in
the future, and cause actual results to differ from the results expressed in any
such estimates, projections or other forward looking
statements.  Prospective investors should consider carefully the risk
factors set out below.




Risks
Relating to Our Financial Condition and Business




We
are a start-up company, subject to all the risks of a new business, which may
include failure and the loss of your investment.




Our
Company has a limited operating history.  Our prospects must be
considered in light of the risks, uncertainties, expenses and difficulties
frequently encountered by companies seeking to acquire or establish new business
opportunities.  We are an international renewable energy source
company.  Our Company is based in Athens, Greece. VioSolar’s planned
operations involve large-scale investments in grid-connected photovoltaic Parks
with photovoltaic (“PV”) arrays for production of electricity, in suitable
locations in South and South East European Union Countries.  We are in
the process of attempting to secure licenses for these solar parks through
in-house applications and land leases/acquisitions, purchasing of existing
licenses, or joint ventures with existing license holders. Our initial objective
is to build and operate photovoltaic parks of up to 20MW total installed
capacity, commencing in Greece.  We are in the process of establishing
a strategic partnership with an engineering, procurement and construction
partner for the construction, operation and maintenance of the photovoltaic
parks. In addition to Greece, our target markets are Italy, Spain, Portugal, and
France.  Activities to date have included the formation of our
Company, commencement of the application process in Greece as required by the
Regulatory Authority for Energy directive, negotiations for acquisition of third
party licenses that have already been granted, negotiations on long term land
use or purchase agreements, and negotiations with companies holding existing
licenses for possible joint venture opportunities. Our Company also continues to
assess the viability of other alternative energy projects to complement our
green energy mandate.




6


Since we
have not yet generated any revenue, and may never do so, investors take the risk
that our new business may never be able to make a profit or take a very long
time to do so.




These
risks include, but are not limited to:  (a) the risk that we may have
insufficient funds to effectively execute our business plan, in which case our
Company would likely fail and investors would lose all of their investment; (b)
the risk that we cannot secure any of our own or third party licenses in which
case no revenues would be generated and as a result which our Company would
likely fail and investors would lose all of their investment; (c) the risk that
our Company secures an insufficient number of leased properties for our solar
energy modules and that insufficient revenues are generated to ever make our
Company profitable, in which case, our Company would likely fail and investors
would lose all of their investment; (d) the risk that our management proves
ineffective at marketing solar energy, in which case, our Company would likely
fail and investors would lose all of their investment; and (e) the risk that our
management does not effectively manage cash flows and that our Company goes out
of business as a result, in which case, our Company would likely fail and
investors would lose all of their investments.




We
have a history of limited operations and are therefore subject to various
startup company risks.




We were
formed in July 19, 2004, and our business to date has consisted of initial
setting up of operations to pursue our business plan.  Our initial
operations in software marketing were unsuccessful and we have ceased those
business operations to concentrate on the opportunity presented in Europe in the
field of solar energy.  In order to pursue our plan, we will have to
continue to establish internal infrastructure, hire additional personnel, adopt
Company plans and procedures, set up a sales organization, oversee the design
and construction of our photovoltaic parks and otherwise establish the
functional capabilities of an operating company.  Accomplishing this
task may take longer or cost more than expected, and it is likely that problems
that we cannot now anticipate will require a solution.  We cannot
assure you that we will be successful in establishing ourselves as an operating
company.




We
intend to address an unproven market that may not justify our commitment to
it.




We intend
to submit license applications and/or acquire existing permits for up to 20MW in
2009 and to then commence operations involving large-scale investments in
grid-connected photovoltaic parks with PV arrays for production of electricity,
in suitable locations in South and South East European Union Countries,
initially Greece.  We are in the process of seeking to establish a
strategic partnership with an engineering, procurement and construction partner
for the construction, operation and maintenance of the photovoltaic
parks.  Our corporate mandate is to have license applications or
permits in place for 60MW by 2011.  There can be no assurance that we
will be able to successfully commence operations and that we will be able to
establish a market for our power or that we will be able to complete any
partnerships or raise any funds to undertake our plans.




We
have no contracts as a solar energy provider and have recorded no sales
activities for the provision of solar energy; we expect that obtaining
significant contracts for the provision of solar energy will not occur for some
time.




We have
recorded no sales of solar energy and have no contracts for such
sales.  Because of the nature of the projects in which such energy may
be provided, we expect that the sales cycle will be quite long; therefore, we
believe that it will be at least 18 months  from the date of the
acquisition our first license before we record any solar energy
sales.  As a result, we expect that it will be some time before we can
determine whether our expectations relating to the provision of solar energy and
their target markets are justified.  Also, as a result, we will be
required to invest substantial resources in pursuing these markets in advance of
any significant revenue stream that may result from such
investments.  An unanticipated or longer than expected delay revenue
ramp-up could put a strain on our capital resources and require us to seek
additional capital.




Contracts
involving government agencies are subject to the government's authority to
unilaterally cancel or modify the contracts.




Contracts
involving government agencies may be terminated or modified at the convenience
of the agency.  Other risks include potential disclosure of our
confidential information to third parties and the exercise of "march-in" rights
by the government.  March-in rights refer to the right of a government
agency to require us to grant a license to the technology to a responsible
applicant or, if we refuse, the government may grant the license
itself.  The government
can exercise its march-in rights if it determines that action is necessary
because we fail to achieve practical application of the technology or because
action is necessary to alleviate health or safety needs, to meet requirements of
federal regulations or to give Greece industry preference.




7


A
significant reduction or elimination of government subsidies and economic
incentives or change in government policies may have a material adverse effect
on our business and prospects.




Demand
for our products depends substantially on government incentives aimed to promote
greater use of solar power. In many countries in which we are currently, or
intend to become, active, the PV markets, particularly the market of on-grid PV
systems, would not be commercially viable without government incentives. This is
because the cost of generating electricity from solar power currently exceeds,
and we believe will continue to exceed for the foreseeable future, the costs of
generating electricity from conventional or certain non-solar renewable energy
sources.




The scope
of the government incentives for solar power depends, to a large extent, on
political and policy developments relating to environmental concerns in a given
country, which could lead to a significant reduction in or a discontinuation of
the support for renewable energies in such country. Federal, state and local
governmental bodies in many of our key potential markets, most notably Greece,
Germany, and Spain, have provided subsidies and economic incentives in the form
of rebates, tax credits and other incentives to end users, distributors, system
integrators and manufacturers of solar power products to promote the use of
solar energy in on-grid applications and to reduce dependency on other forms of
energy. These government economic incentives could be reduced or eliminated
altogether. In particular, political changes in a particular country could
result in significant reductions or eliminations of subsidies or economic
incentives. Electric utility companies that have significant political lobbying
powers may also seek changes in the relevant legislation in their markets that
may adversely affect the development and commercial acceptance of solar energy.
A significant reduction in the scope or discontinuation of government incentive
programs, especially those in our target markets, could cause demand for our
products and our revenue to decline, and have a material adverse effect on our
business, financial condition, results of operations and prospects.




The
state of the political and economic environment, particularly in Greece,
significantly affects our performance.




The
initial focus of the implementation of our business plan is in Greece. As a
result, the state of the Greek economy significantly affects our future
financial performance and our ability to raise additional capital. Additionally,
our future performance may be affected by the economic conditions and levels of
economic activity in other countries in which we plan to operate particularly
Portugal and Spain. Consequently, an economic slowdown, a deterioration of
conditions in Greece or other adverse changes affecting the Greek economy or the
economies of other countries in which we plan to operate, could result in, among
other things, higher costs associated with and/or greater difficulty in
obtaining financing, which could adversely impact our business, financial
condition, cash flows and results of operations. Moreover, the political
environment both in Greece and in other countries in which we plan to operate
may be adversely affected by events outside our control, such as changes in
government policies, EU Directives in the energy sector and other areas,
political instability or military action affecting Europe and/or other areas
abroad and taxation and other political, economic or social developments in or
affecting Greece and the countries in which we may plan to expand. Finally,
global economic conditions such as the level and liquidity of the global
financial and other assets markets, investor sentiment and the availability and
cost of credit may adversely affect our business, results of operations or
financial condition.




Failure
to build or operate our solar energy parks successfully would adversely impact
our business and financial condition.




We plan
to develop solar energy parks and concurrently pursue the development of more
cost efficient and energy efficient PV modules.  Purchasing and
leasing land, acquisition of licenses, construction, management, operations and
testing of solar energy parks, which have not yet been built, will require a
substantial investment of capital, currently estimated by us to be approximately
$100 million Euros (approximately USD$131 million as at January 2009),
which we intend to fund with the net proceeds from debt or equity offerings, or
other funding avenues that our Company may deem acceptable.  The
successful completion and operation of solar energy parks will require
substantial engineering resources and will be subject to significant risks,
including risks of cost overruns and delays and the possibility that the solar
energy parks may never be completed or operational.  We may never be
able to operate our solar energy parks in high volume, make planned process and
equipment improvements, attain projected manufacturing yields or desired annual
capacity, obtain timely delivery of equipment to build the solar energy parks or
hire and train the additional employees and management needed to operate the
solar energy parks.  We also may face insurmountable challenges or
incur unforeseen expense as when we try to achieve performance results from our
planned solar energy parks.  Failure to meet
our development objectives could materially and adversely affect our business,
results of operations and financial condition.




8


Our
future success depends on retaining our existing management and hiring and
assimilating new key employees and our inability to attract or retain key
personnel would materially harm our business and results of
operations.




Our
success depends on the continuing efforts and abilities of our current officers
and directors.  Our success also will depend, in part, on our ability
to attract and retain additional highly skilled employees, including management,
technical and sales personnel.  The loss of services of any of our key
personnel, the inability to attract, retain or assimilate key personnel in the
future, or delays in hiring required personnel could materially harm our
business.




As
a public company, we will be required to disclose detailed aspects of our
business on a regular and ongoing basis that our competitors might use against
us.




The
United States Securities and Exchange Commission requires that all public
companies disclose certain detailed financial information including the
discussion of known trends, demands, events and uncertainties with specific disclosure about liquidity,
capital resources, and critical accounting estimates.  In the course
of conducting our business, it may on occasion be necessary to publicly disclose
certain financial, market, production, technology, product, or other material
information that we would otherwise consider proprietary and competitively
sensitive.  As a result, our competitors may use this information in
ways that would adversely affect our earnings, growth and revenues and hamper
our ability to adequately protect our intellectual property and carry out our
strategic plans.




We
may be party to confidentiality agreements that the breach of which may lead to
termination of important contracts, injunctive relief or damages.




In the
course of our business, we enter into nondisclosure and other types of
agreements whereby we, and typically the other party to the agreements, agree
not to disclose confidential information.  We have instituted internal
procedures to ensure that we do not violate nondisclosure covenants, but we
cannot assure that these procedures will be effective in protecting sensitive information.  Moreover, our disclosure
obligations as a public company may create a conflict between our duty to
disclose material information to the public and our obligation to keep certain
proprietary information confidential.  Our failure to abide by our
confidentiality obligations may lead to termination of our relationship with
contracting parties, imposition of injunctive relief against us or
damages.  While we intend to take all reasonable measures to protect
confidential information of parties with whom we contract, there can be no
assurance that our procedures will be effective and that we will not breach our
confidentiality agreements.




Lack
of management experience in the proposed business of our Company may result in
unsatisfactory performance or complete failure of our Company, which may result
in the loss of your investment.




Because
our management lacks direct experience in the development and marketing of solar
energy, investor funds may be at high risk of loss due to the inexperience of
the officers and directors of our Company who will be making business
decisions.  This lack of experience may result in their inability to
run a successful business.  There is no assurance that our Company
will ever produce earnings.




Our
business may not generate sufficient revenues and profits to cover expected
expenditures in the foreseeable future.  Additional funds may be
needed and may not be available under reasonable terms, or at all.




As of the
date of this annual report, our Company has received no revenues from its
proposed business and none are expected in the foreseeable future.  On
a going-forward basis and until we either generate revenues or conduct some sort
of financing, we expect our operating expenses to average approximately
USD$25,000 per month, a reduction from our average of approximately $35,000
during fiscal year ending July 31 2008.  We do not presently have
sufficient funds to be able to fund our operating costs.  We have to
date relied predominantly on loans from related parties to fund
operations.  We will be required to continue to raise funds for
operations either by way of loans or by equity financings.  We have no
certainty of raising any such funds and our Company could fail as a
result.




9


We
have a history of losses and fluctuating operating results, which raise
substantial doubt about our ability to continue as a going concern.




Since
inception through July 31, 2008, we have incurred aggregate net losses of
approximately $1,164,000.  Our loss from operations for the fiscal
year ended July 31, 2008, was $973,429. We also incurred a loss from operations
for each of the years ended July 31, 2007, 2006, 2005 and 2004.  There
is no assurance that we will operate profitably or will generate positive cash
flow in the future.  In addition, our operating results in the future
may be subject to significant fluctuations due to many factors not within our
control, such as the unpredictability of when customers will order solar energy,
the size of customers’ orders, the demand for solar energy, and the level of
competition and general economic conditions.




Although
we anticipate that we will earn revenues upon the successful implementation of
our business plan, we expect to continue to incur development costs and
operating costs.  Consequently, we expect to incur operating losses
and negative cash flow until our solar energy production is of sufficient
quantity to generate a commercially viable and sustainable level of sales, so
that we are operating in a profitable manner.  These circumstances
raise substantial doubt about our ability to continue as a going concern, as
described in the explanatory paragraph in our independent registered public
accounting firm’s report on the July 31, 2008, financial
statements.  Our audited financial statements do not include any
adjustments that might result from the outcome of that uncertainty.





Other
companies are already engaged in our proposed business of solar parks and we
expect that more companies may enter this market in the future, which may make
it difficult for us to compete or survive.





We intend
to develop and construct solar energy parks in the immediate future in
Greece.  However, we currently do not have any contracts or
distribution agreements with any potential energy distributors in
Greece.  It is reasonable to expect that most, if not all, of our
competitors may be better capitalized and perhaps better established and
connected in the industries we may seek to market in and regulatory circles
which may be involved in the ultimate sales process.  As a result, it
may be very difficult for our Company to compete and make a profit in our
proposed business.





We
may be liable for the defect in or failure of the energy sources we attempt to
sell, resulting in possible legal action and costs or judgments that could put
us out of business, for which we presently have no insurance.




Although
we will not be involved in manufacturing products, will not take ownership of a
product at any point during its sales cycle, and will not be a party in
agreements related to the purchase and sale of any licensed products, it is
possible that disputes could arise between buyers and sellers which could result
in us being named as a party in litigation.  Presently, we have no
liability insurance coverage for such contingencies and we do not anticipate
acquiring any in the future.  If we are involved in any litigation
resulting from our participation in product sales, it is possible that we could
be forced to expend substantial sums on legal fees even if there is no basis for
naming us as a defendant and even if we ultimately win in any such
litigation.  There can be no assurance that any decision will not
result in consequent loss to us and, therefore, to our investors and
shareholders.




We
do not know how to market the solar energy and this may make it difficult, or
impossible, for us to compete and make a profit from solar energy
parks.




Since our
management has limited knowledge as to how to market solar energy, and it does
not know how to acquire such knowledge, it is possible that we may never acquire
such knowledge with the result being that no revenues or profits are generated
from the sale of solar energy.




10




Risks
Related to Investment in Our Securities




As
a public company, we are subject to complex legal and accounting requirements
that require us to incur substantial expense and expose us to risk of
non-compliance.




As
a public company, we are subject to numerous legal and accounting requirements
that do not apply to private companies.  The cost of compliance with
many of these requirements is substantial, not only in absolute terms but, more
importantly, in relation to the overall scope of the operations of a small
company.   The current limitation on available funds and timing
of receipt of working capital may increase the cost of compliance and may also
increase the risk that we will fail to comply.  Failure to comply with
these requirements can have numerous adverse consequences including, but not
limited to, our inability to file required periodic reports on a timely basis,
loss of market confidence, delisting of our securities and/or governmental or
private actions against us.  We cannot assure you that we will be able
to comply with all of these requirements or that the cost of such compliance
will not prove to be a substantial competitive disadvantage vis-à-vis our
privately held and larger public competitors.




If
we seek additional capital in the future, your investment could be
diluted.




If we are
successful in obtaining additional capital in pursuit of our business
objectives, such additional capital, if available, could substantially dilute
our then-existing investors.




Future
sales or the potential for future sales of our securities may cause the trading
price of our common stock to decline and could impair our ability to raise
capital through subsequent equity offerings.




Sales of
a substantial number of shares of our common stock or other securities in the
public markets, or the perception that these sales may occur, could cause the
market price of our common stock or other securities to decline and could
materially impair our ability to raise capital through the sale of additional
securities.




We
have never paid any cash dividends and none are anticipated in the foreseeable
future, so you may never realize any return on your investment unless you sell
your shares.




Since we
do not anticipate paying dividends in the foreseeable future (which action is
solely within our discretion), investors will only profit by the increase in the
value of their shares.  Our profits, if any, during the next several
years are expected to be used to develop and possibly expand our
business.  There is no assurance that there will be any increase in
the value of the shares or that a liquid trading market will develop for the
shares or that our investors will be able to sell their shares in our common
stock.




There
is a limited market for the common stock so you may lack a market for and
liquidity in the shares.




Our
common stock is quoted on the OTC Bulletin Board under the symbol
"VIOSF".  Even though the stock is quoted, there is no assurance a
liquid market will develop.  If a market does develop for the common
stock, at best, it may offer very minimal liquidity for the
shares.  If a market for our common shares does not develop, our
shareholders may not be able to resell the shares of our common stock that they
have purchased and they may lose all of their investment.  Public
announcements regarding our Company, changes in government regulations,
conditions in our market segment and changes in earnings estimates by analysts
may cause the price of our common stock to fluctuate
substantially.  In addition, the OTC Bulletin Board is not an exchange
and, because trading of securities on the OTC Bulletin Board is often more
sporadic than the trading of securities listed on a national exchange, our
shareholders may have difficulty reselling their shares.




Our
stock is low priced, and therefore, may not be liquid.




Our
common stock trades below $5.00 per share, and as a result, we would be subject
to theSecurities
Enforcement and Penny Stock Reform Act of 1990(the "Penny Stock
Rules").  The Penny Stock Rules may adversely affect the market
liquidity for our common stock by limiting the ability of broker-dealers to sell
our common stock and the ability of those receiving shares in this offering to
sell their shares in the secondary market, if one should develop.  For
transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of penny stock securities and have
received the purchaser's written consent to the transaction prior to the
purchase.  Additionally, for any transaction involving a penny stock,
unless exempt, the penny stock rules require the delivery, prior to the
transaction, of a disclosure schedule prescribed by the Commission relating to
the penny stock market.  The broker-dealer also must disclose the
sales commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities.  Monthly
statements must be sent by the broker-dealer disclosing recent price information
on the limited market in penny stocks.




11




The
Financial Industry Regulatory Authority (FINRA) has adopted sales practice
requirements which may limit an investor’s ability to buy and sell our
shares.




In
addition to the "penny stock" rules described above, the FINRA has adopted rules
that require that in recommending an investment to a customer, a broker-dealer
must have reasonable grounds for believing that the investment is suitable for
that customer.  Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer’s financial status,
tax status, investment objectives and other information.  Under
interpretations of these rules, the FINRA believes that there is a high
probability that speculative low priced securities will not be suitable for at
least some customers.  The FINRA requirements make it more difficult
for broker-dealers to recommend that their customers buy our common shares,
which may limit your ability to buy and sell our shares and have an adverse
effect on the market for our shares.




Potential
anti-takeover effect of authorized Class “E” preferred stock could adversely
impact the rights of holders of common stock because it may discourage
investment in our shares by potential investors and make removal of management
more difficult.




Our
Articles of Incorporation authorize the issuance of an unlimited number of
shares of Class “A”, voting common stock, Class “B”, voting common stock, Class
“C”, non-voting common stock, Class “D”, non-voting common stock and five
million (5,000,000) shares of Class “E”, non-voting preferred stock (“Preferred
Stock”) with the rights, preferences, privileges and restrictions thereof to be
determined by our board of directors.  Preferred Stock can thus be
issued without the vote of the holders of our common stock.  Rights
could be granted to the holders of Preferred Stock that could reduce the
attractiveness of our Company as a potential takeover target, make the removal
of management more difficult, or adversely impact the rights of holders of our
common stock.  No Preferred Stock is currently outstanding, and we
have no present plans for the issuance of any shares of Preferred
Stock.




ITEM
4.                      INFORMATION
ON THE COMPANY




A.
            History
      and Development of the Company





VioSolar,
Inc. (formerly Sprout Development Inc.) was incorporated on July 19, 2004, under
the laws of the Province of Alberta, Canada.





We
operate pursuant to the laws of the Province of Alberta, Canada, relating to
corporations. We have also established a place of business in Greece, and
effective July 24, 2008 have registered our Company with the local government to
undertake business in this jurisdiction.  Our principal place of
business is located at 8, Alimou Avenue, Athens, Greece, 17455.  Our
telephone contact is +30 210 983 1450.  Our email contact is info@viosolar.com.  Our
website is www.viosolar.com.





Our
registered agent in the Province of Alberta, Canada is International Securities
Group, Inc., of 1530 9th Ave SE,
Calgary, Alberta, Canada T2G 0T7.





Our
Company was originally incorporated with the intention of selling access to
software that delivers a web enabled, collaborative approach to child custody
communications for divorced parents to foster a non-confrontational
environment.  We were unsuccessful in marketing our products and
management determined to look for other business opportunities.


12




As a
result, after a review of business opportunities in the European Union it was
determined that there was a potential market for the development of solar parks,
from which a change in focus of the Company ensued, as well as a change in the
name of the Company.  On June 22, 2007, we filed Articles of Amendment
in the Alberta Corporate Registry to effect a name change from Sprout
Development Inc. to VioSolar, Inc.  Our plan of business is to become
a global marketer of electricity generated from solar energy.  The
basic premise of our plan includes the construction, management, and operation
of solar energy parks.  Our immediate plans are to pursue the
establishment of solar energy parks within Greece.  We plan to take
advantage of the numerous incentives in this sector offered by the Greek
government, following the general policy decided by the European Union and the
relevant directives forwarded to all European Union members. VioSolar, Inc. also
plans to concurrently pursue cutting edge technology in the research and
development of new, more cost efficient and energy efficient solar
modules.




There
have been no major capital expenditures undertaken by the Company over the past
three fiscal years ending 2008, 2007 and 2006.  All expenditures made
by the Company for these years have been related to professional fees,
management fees and travel expenses with respect to our operations related to
the development of PV projects.





Currently
our planned principal capital expenditures include the costs of making
applications to the Regulatory Authority for Energy in Greece.  By
making such an application we are asking the authority for a permit to build a
solar park and sell electricity to the government power company.  The
process is to then secure land, make an application as per the mandate and then
to await approval before the park can be built.  We have also entered
into negotiations with parties that have already been granted licenses to
purchase third party licenses through a “secondary market”, and we are exploring
the possibility of joint ventures with existing license
holders.  During fiscal 2008 any land/lease options in Greece to which
we were a party expired unexercised.





In April
2008 the Company announced that it had signed a Letter of Intent (the “LOI”)
with SCAIAP Capital Partners S.a.r.l. Luxembourg (“SCAIAP”) for a proposed
funding of up to 110 million Euros (approximately $144 million USD based on
January 2009 exchange rates). Under the terms of the LOI, VioSolar, Inc. and
SCAIAP will seek to establish the VioSolar Opportunity Fund (Luxembourg) (the
“Fund”) which will manage any funds raised for application to solar park
development opportunities. The funding is intended to be an “off-balance-sheet”
event and under the terms, VioSolar will retain a fifty percent interest in the
profits generated by the Fund. To date no capital has been raised under the
terms of the LOI and the Fund has not been established.





B.
            Business
      Overview





Nature
of Operations and Principal Activities





During
fiscal 2004, 2005 and 2006, management concentrated its efforts on attempting to
establish relationships to license access to software which would deliver a web
enabled collaborative approach to child custody communications for divorced
parents to foster a non-confrontational environment.  The plan was to
enter into negotiations for, and preparation of appropriate licensing
agreements, pricing models, and revenue-sharing agreements with distribution
partners.  Management was unable to effect its plan and in March 2007,
there was a change of control in our Company and the new management determined
not to pursue this business and to pursue the development of solar parks in the
European Union and particularly in Greece.  The new Company structure
was established, and a base of operations was established in Greece together
with the initial implementation of our business plan.





VioSolar,
as an alternative energy company, with activities in the Solar Energy sector has
a business plan that includes the construction, management and operation of
solar parks in Greece and throughout other South and South Eastern European
Union countries. VioSolar, Inc. intends to take advantage of the numerous
incentives in this sector offered by various European countries, following the
general policy decided by the European Union and the relevant directives
forwarded to all European Union members. VioSolar, Inc. also intends to pursue
cutting edge technology in the research and development of new, more cost
efficient and energy efficient solar panels.





VioSolar’s
vision is aligned with two pressing global needs, those being the reduction of
the Greenhouse Gases (GHG) generated by traditional hydrocarbon-based energy
sources and the reduction of reliance on energy sources which are either about
to be exhausted or located in regions rife with political and economic
instabilities. VioSolar’s mission is to make renewable energy, and specifically
solar energy, a commercially viable prospect on a large scale. In fiscal year
2008, in support of the further execution of the VioSolar business plan, a
number of activities were undertaken.   We executed two Options
to Purchase Land Agreements dated December 29, 2007, and December 30, 2007, with
the option to purchase the lands within 6 months.  Each Option to
Purchase Agreement had an allowance for one, 3 month extension to complete the
purchase.  In addition, we executed five Options to Lease Land
Agreements, executed October 12, 2007, December 3, 15, 29, and 30,
2007.  Each agreement allowed us six months to conduct our research
for the feasibility of photovoltaic parks thereon and to exercise our Option to
Lease if feasible.  These agreements expired unexercised during the
fiscal year ended July 31, 2008.


13




Additional
opportunities for land purchase or lease are being evaluated, and certain of
them are under negotiation.  As of the date of this report, no land
has been purchased or leased.





The
application process in Greece, as established by the Regulatory Authority for
Energy directive, to become a producer of energy via solar generation, but has
not been completed by the Company as of the date of this report.





Several
opportunities for the acquisition of existing third party licenses for specific
generation capacities, as well as entering into strategic joint ventures with
firms holding licenses, have been explored and evaluated. For viable
opportunities, confidentiality and other preliminary agreements were entered
into during and subsequent to the fiscal year.





We are in
the process of negotiating to enter into a strategic partnership with an
engineering procurement and construction partner for the construction, operation
and maintenance of the photovoltaic parks.





Product
Summary




Photovoltaic
(“PV”) devices convert sunlight into the electricity needed to reliably power
instruments, communications systems and the like.  An aggregation of
PV devices, or panels, together with the related land, structures, support
equipment and electrical gear, form what is called a Solar park, which are
generally intended for larger scale electrical generation, as opposed to
providing power for a single item.




Solar
cells are the most elementary component of a PV device; they absorb light and
convert it into electrical power.  Solar cells traditionally consist
of a light-absorbing layer mounted on a substrate, together with top and back
electrical contact points, much like a household battery.  There are
three materials currently considered by the PV industry as candidates for
thin-film production: amorphous silicon ("a-Si"), cadmium
telluride.  An absorbing layer can be deposited on a substrate that is
either rigid or flexible.  A majority of companies currently use rigid
glass substrates.  The few companies that incorporate flexible
substrates in their devices typically opt for stainless steel (or other metal)
foil.




We do not
presently have any proprietary products and intend to use conventional “off the
shelf” solar panels for our solar parks.




Principal
Markets




We intend
to develop solar energy parks with PV arrays for the production of electricity
in suitable, locations in Greece and throughout other South and South Eastern
European Union countries, particularly Italy, Spain, Portugal, and France. We
will take full advantage, wherever possible, of incentives in the solar energy
sector offered by various European Union countries, following the general policy
decided by the European Union and the relevant directives forwarded to all
European Union members.




Seasonality
of our Business




In Greece
the average sunlight per year is about 1450 hours.  Because of the
close proximity to the equator the daily sunrise to sunset may vary from 14
hours in the summer to 9 hours in the winter.  Seasonality is not
considered by management to be issue for our business, as one key evaluation
point for determining the economic viability of a given PV project is the total
sunlight hours, and we are only seeking out projects in locations which meet
this basic criteria.


14





Sources
and Availability of Raw Materials





We will
be buying conventional panels that are readily available from a number of
conventional solar panel manufacturers.  We have not yet made a final
determination as to which products we will be purchasing but we do not generally
foresee any problems with the source or availability of raw materials for the
manufacture of these products or with the supply of products as required for our
business. At such point in time as we undertake the detailed components of the
project planning for the first of our solar parks, we will work with the
relevant suppliers to ensure that the necessary materials, particularly the PV
panels, are secured according to the requirements of the construction schedule
established.  This will address potential supply discrepancies that
could occur if the overall quantity of planned developments exceeds the then
available supply of components in the global market.





Marketing
Channels




We do not
currently have any products which we market.  We intend to market
electricity generated by solar power once we have raised sufficient funds to
undertake the construction of solar parks as defined in our business
plan.  In Greece, where we intend to construct our first solar parks
we are mandated by the Government of Greece to sell to the state run power
company at a fixed pre-determined price.




Dependency
on Patents or Licenses, Industrial, Commercial or Financial Contracts, New
Manufacturing Processes











Our
Company must rely on the ability of management to apply and obtain licenses for
new parks or the ability to purchase licenses already granted.  This
is a difficult and time consuming process and there are no assurances that
licenses will be granted for all applications.





Competition





Our
Company will be competing with governments, domestic and international companies
and private individuals that that have more expertise and funds available to
them. Although the ‘solar park’ industry is in early stages of development the
Company has noticed a great interest from other entities that will be a direct
competition.


Regulatory
Matters








Currently
all licenses and subsidies are regulated by the Government of Greece and all
power generated must be sold to the Government of Greece.  We must
comply with these laws.  Should the Greek government change its policy
on granting licenses or change its mandate on subsidies and grants this will
have a large impact on our ability to be profitable.





C.
            Organizational
      Structure


We
      have no subsidiaries.





D.
            Property,
      Plants and Equipment





We
presently own no properties and are subleasing 1,500 square feet of office space
from Bruca Trading Limited, which includes office equipment, receptionist
services, utilities and telephone.  During fiscal 2008 rental charges
for this office space were USD$72,000. Subsequent to the period covered by the
report, on September 15, 2008, the Company renewed the sublease agreement at a
monthly rate of approximately $3,500 (€2631.44). The term of the new sublease is
indefinite, and may be terminated upon the receipt of 30 days prior written
notice by either party or upon mutual agreement of termination.





ITEM
4A.                      UNRESOLVED
STAFF COMMENTS





Not
Applicable.


15


ITEM
5.                      OPERATING
AND FINANCIAL REVIEW AND PROSPECTS





The
information set forth below in this Item is presented in accordance with United
States generally accepted accounting principles.  The following
discussion and analysis should be read in conjunction with Item 3A "Selected
Financial Data" and our Company’s audited financial statements, the notes
thereto and other financial information appearing elsewhere in this annual
report.  In addition to historical information, the following
discussion and analysis and other parts of this annual report contain
forward-looking statements that reflect our plans, estimates, intentions,
expectations and beliefs.  Actual results could differ materially from
these discussed in the forward-looking statements.  See Item 3D "Risk
Factors" for a discussion of some, but not all, factors that could cause or
contribute to such differences.




Overview




We
believe that our Company will have insufficient cash resources to operate at the
present level of operations and expenditures for the next 12 months and, as a
result, will need to obtain financing from either a debt or equity issue, or a
business combination with a third party that has sufficient cash flow to allow
us to continue our operations.  Our average operating costs are
expected to be approximately $25,000 per month and are not expected to exceed
this level within the next 12 months, unless we enter into an agreement to
acquire assets or develop solar parks.  At this time we cannot be
assured of any business opportunities being concluded as we do not have
sufficient capital to progress our business plan.  To date, we have
been funding our Company primarily by way of related party
loans.  There can be no assurance that we will be able to continue to
do so or that we will be able to find other means of financing for
operations.




These
general operating costs include:




MONTHLY
      EXPENSESOffice
                
                $
                3,500Management
      Fees
                
                
                8,000Travel
      & Entertainment
                
                
                4,200Legal
                
                
                1,100Accounting
                
                
                1,100Consulting
                
                
                1,000Miscellaneous
                
                
                6,100TOTAL
      MONTHLY EXPENSES
                
                $
                25,000





Milestones





We intend
to build a portfolio of land opportunities and acquisitions required for the
permitting process to establish solar parks in Greece.





We will
actively pursue license holders, permit holders and solar park operators with
the view of purchasing available licenses, permits and solar parks in
Greece.  We will also entertain joint ventures with license holders
and solar park operators.  The corporate goal is to have 20MW applied
for, granted, in the pipeline and/or purchased in the fiscal year ending
2009.





The
Company will also continue discussions with various existing funding mediums
looking for equity, debt and joint venture opportunities, focused on the funding
of specific projects as they develop. We anticipate a funding requirement in the
$45,000,000 range in order to fund our short and medium term goals, that being
the initial 20MW production level.  We will require a minimum of
$300,000 just to meet operational overhead for the next twelve months without
taking into account any funds available for pursuing our business
plan.





Our
Company will also require additional management and expertise, going
forward.  We expect to add qualified individuals to our board and
management team in order to best implement our business plan and corporate
mandate. We will be required to setup the necessary subsidiaries in order to
best suit the corporate needs.


16


Our
Company also intends to diligently monitor energy policies in other European
countries with a view of expanding our business model into other geographic
locations.





We cannot
be assured that we will be able to enter into agreements to meet our milestones
or that if we should be able to enter into such agreements that we will be able
to continue to raise sufficient capital to fund operations.




A.
            Operating
      Results




There
have been no revenues from the date of incorporation on July 19, 2004, to the
fiscal year ended July 31, 2008.  VioSolar realized net losses for the
12-month period ended July 31, 2008, of $973,429 as compared to net losses of
$153,844 for the 12-month period ended July 31, 2007 and net losses of $23,666
for the 12-month period ended July 31, 2006.  The increase period over
period was due to increased costs of general and administrative expenses related
to the development of a business plan for our solar energy business, commencing
during the fiscal year ended July 31, 2007, and continuing to the close of
fiscal 2008; specifically, increased professional fees, management fees, rent
and travel expenditures, and a charge of $544,067 for stock based compensation
related to stock options and awards issued.




VioSolar
had total assets of $3,462 at July 31, 2008 as compared to assets of $11,218 to
July 31, 2007 and $52,836 as at July 31, 2006.  These assets were
comprised of cash and prepaid expenses during the period ended July 31, 2008 and
solely of cash for the period ended July 31, 2007. At July 31, 2006 the total
assets of $52,836 included cash and $11,213 in deferred registration
costs.




VioSolar
had total current liabilities of $466,108 at July 31, 2008 as compared to
$123,439 at July 31, 2007 and $Nil at July 31, 2006.  The increase to
current liabilities relates to the receipt of certain related party loans
relating to general operating expenses of the Company and to an increase to
accounts payable - related parties.




During
the fiscal year ended July 31, 2008 the Company received a further loan for
operations in the amount of €50,000 (US $77,906). The loan which is classified
on the Company’s balance sheets as long-term, is due in full on May 23, 2010,
bears interest at 10% per annum, payable at maturity on May 23, 2010, and is
unsecured.  There were no similar transactions during the fiscal years
ended July 31, 2007 and 2006.




At July
31, 2008, VioSolar had $462,646 in negative working capital, compared to
$112,221 in negative working capital at July 31, 2007 and $52,836 in working
capital at July 31, 2006.  The change in working capital is due to
expenses related to increased operations related to the development of a
business plan with respect to our proposed solar park projects.




B.           Liquidity
and Capital Resources




At July
31, 2008, VioSolar had a working capital deficit of $462,646, compared
to  a working capital deficit of $112,221 as of July 31, 2007 and
working capital of $52,836 at July 31, 2006. We have relied on loans from third
parties, loans from related parties, and advances and other payables to related
parties which totaled $531,923 to fund our operations during fiscal 2008; an
amount totaling $121,483 in the form of related party loans to fund operations
during fiscal 2007 and proceeds from the sale of common stock in prior periods
to fund operations during fiscal 2006.  There can be no assurance that
financing will be available to our Company in an amount and/or on terms
acceptable to us, as and when required, or at all.  We do not expect
to expend more than $300,000 on overhead over the twelve -month period beginning
August 1, 2008. We will also require an indeterminate amount of capital should
we be successful in concluding acquisition agreements for land or lease
agreements for land with respect to our intended solar park
operations.




C.
            Research
      and Development, Patents and Licenses,
etc.




We do not
currently, and did not previously, have research and development policies in
place.  Over the past three fiscal years no funds were expended by our
Company on research and development activities.




17




D.
            Trend
      Information




We are
not currently aware of any known trends, uncertainties, demands, commitments or
events that are reasonably likely to have a material effect on its financial
condition.




E.
            Off-Balance
      Sheet Arrangements




Although
the Company has executed a Letter of Intent (the “LOI”) with SCAIAP Capital
Partners S.a.r.l. Luxembourg (“SCAIAP”) for a proposed funding of up to 110
million Euros (approximately $144 million USD based on January 2009 exchange
rates) where under VioSolar, Inc. and SCAIAP would seek to establish the
VioSolar Opportunity Fund (Luxembourg) (the “Fund”) to manage any funds raised
for application to solar park development opportunities, to date no capital has
been raised under the terms of the LOI and the Fund has not been
established.  Therefore, we do not currently have any off-balance
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to investors.




F.
            Tabular
      Disclosure of Contractual
Obligations




VIOSOLAR,
      INC.
                AS
      AT JULY 31, 2008DISCLOSURE
      OF CONTRACTUAL OBLIGATIONSPayments
      due by periodCONTRACTUAL
      OBLIGATIONS(1)
              Total
              Less
      than
                one
      year
              1-3
      years
              3-5
      years
              More
      than
                5
      yearsTotal
              77,906(2)
              Nil
              77,906
              Nil
              Nil


(1)
            The
      Company has sublet leased space, however the terms of the lease provide
      for space on a month to month basis, with only 30 days notice required to
      cancel, therefore the Company has not included this transaction in the
      above table.


(2)
            This
      amount does not include accrued interest at a rate of 10% per annum which
      is due on maturity.




G.
            Safe
      Harbor




The safe
harbor provided in Section 27A of the Securities Act and Section 21E of the
Exchange Act shall apply to forward-looking information provided pursuant to
Item 5.E and F.  All information set out in Item 5.E.1 and 5.E.2 is
deemed to be a forward-looking statement as that term is defined in the
statutory safe harbors, except for historical facts.




ITEM
6.                      DIRECTORS,
SENIOR MANAGEMENT AND EMPLOYEES




A.
            Directors
      and Senior Management




The
following table sets forth certain information in respect of our directors and
executive officers, as of the date hereof:




18


Name
                
                Age
                
                Position
                Date
      ElectedRick
      Walchuk
                  Suite
      6, 8 Metamorfoseos Street
                  17466
      Alimos, Athens, Greece
                
                
                52
                
                President,
      Chief Executive Officer, Director
                March
      14, 2007Michael
      Soursos
                  13
      Theotoki
                  17455
      Alimos, Athens, Greece
                
                
                44
                
                Secretary/Treasurer,
      Director
                March
      14, 2007Jacqueline
      Danforth
                  79
      Heritage Cove
                  Calgary,
      Alberta, Canada  T0L 0X0
                
                
                36
                
                Chief
      Financial Officer, Director
                March
      14, 2007David
      Little
                  208
      Whispering Woods Terrace
                  Calgary,
      Alberta, Canada         T3Z
      3C8
                
                
                58
                
                Director
                April
      27, 2007Mr.
      Jonathan Bradley
                  25
      Woodstock Avenue
                  Redland,
      Bristol, UK  8S6 6EW
                
                
                56
                
                Director
                March
      7, 2008





Rick
Walchuk


Mr.
Walchuk has been President, Chief Executive Officer and a director of our
Company since March 14, 2007.  Mr. Walchuk has over 24 years of
experience as a stockbroker.  He graduated from the University of
Saskatchewan, with a B.A. degree in Commerce.  Since graduation from
the University of Saskatchewan, he has devoted most of his professional career
to domestic and international business transactions.  In April, 2004, Mr.
Walchuk was appointed Chief Executive Officer of a startup biotech company in
Athens, Greece, a position he held until July, 2004.  Mr. Walchuk then
served as a consultant to various public companies.  Mr. Walchuk is
serving as the President and Chief Executive Officer of our Company and is
responsible for overseeing our business development.  Mr. Walchuk also
serves as a consultant to Bruca Trading Ltd., a private consulting firm in
Athens, Greece.





Mr.
Michael Soursos


Mr.
Soursos has been the Secretary and a director of our Company since March 14,
2007.  Mr. Soursos is   a private businessman located
in Athens, Greece.  From April 2004 to June 2006, he was President of
a private research and development laboratory located in Athens,
Greece.  In January 2007, Mr. Soursos became a consultant to Bruca
Trading Ltd., a private consulting firm in Athens, Greece.





Jacqueline
Danforth


Ms.
Danforth has been a director and the Chief Financial Officer of our Company
since March 14, 2007. Over the past fourteen years, Ms. Danforth has worked for
both private and publicly traded companies providing management services and
corporate governance programs.  Ms. Danforth has extensive experience
working with start up operations, including direct involvement with public and
private corporations listed on both Canadian and US exchanges participating in
all aspects of public reporting, corporate governance, corporate finance and
shareholder communications.  She has worked in a broad range of
industry sectors including natural resources, food services and technology, and
manufacturing and has filled such roles as vice president, president, CEO and
CFO.





Currently,
Ms. Danforth is also the President and Chief Executive Officer of FACT
Corporation, a publicly traded US corporation which has commercialized their
proprietary food technologies in the form of more nutritious bake mixes to
manufacturers and wholesale clients in the food industry.  Ms.
Danforth is responsible for sales and marketing, complex financial reporting,
intellectual property management, and overseeing the business and product
development and R&D initiatives.


19


Ms.
Danforth continues to provide consulting services to other private and public
corporations, and serves as an independent director and/or officer on several
private and public boards.  Ms. Danforth is Canadian-born and
educated, well traveled and currently resides in Alberta, Canada.





David
Little


Mr.
Little has been a director of our Company since April 27, 2007.  In
addition, Mr. Little was appointed Chairman of the Finance Committee on April
27, 2007.  Mr. Little was the founder of Avery Resources Inc., where
he served as Chairman and Chief Executive Officer until February 2008. He
holds a MBA from York University and a Bachelor of Science from the University
of Western Ontario.  Previously an investment advisor with Yorkton
Securities Inc., he has over 20 years of financial experience in the public
markets.  Mr. Little serves on the Board of Directors of several oil
companies including Trophy Resources Ltd., Resolution Energy Inc. and Energy
North Inc.





Mr.
Jonathan Bradley


Mr.
Bradley is currently Dean of Students, University of the West of England,
Bristol. Since 1990, he has been a principal lecturer in International Business
Economics Bristol Business School, University of the West of England. Mr.
Bradley is also director of several publicly listed companies (AIM of London
Stock Exchange, Dublin Stock Exchange, and London Stock Exchange), as well as
various private companies.





Mr.
Bradley’s areas of expertise include: business, economics and politics of
post-Communist states of Central and Eastern Europe and the former Soviet Union,
and especially the Balkan States; investment management; corporate governance
and international business economics. He is also a speaker and publisher on
topics of economics and investments.





James Korovilas (Advisory
Board)


Mr.
Korovilas is an economist with an MSc from Bristol University, United
Kingdom.  He specializes in economic development in the Balkan region
and his main academic activities focus on the areas of international economic
development and international energy markets, including hydrocarbons and
renewables.  Recently, Mr. Korovilas collaborated with the World Bank
in Kosovo, co-authoring a review of the domestic energy sector with
recommendations on how to meet future energy needs.  He has also
worked on three European Union funded projects, examining economic developments
in Serbia, Bosnia, Kosovo and Greece.





There are
no family relationships among our officers, directors, or persons nominated for
such positions.





There are
no arrangements or understandings between our directors and/or executive
officers and any other person pursuant to which that director/executive officer
was selected.





No
officer or director, and no promoter or significant employee of our Company, has
been involved in legal proceedings that would be material to an evaluation of
our management.





None of
our directors has been involved in any bankruptcy or criminal (excluding traffic
violations and other minor infractions) proceedings.  None of our
directors is subject to any order, judgment or decree related to his involvement
in any type of business, securities or banking activities or has been found to
have violated a federal or state securities or commodities law.




B.
            Compensation




The
following table sets forth the compensation paid to our directors and members of
our management group for the last fiscal year.  With the Exception of
those noted below, no executive officer of VioSolar, Inc. earned a salary and
bonus for such fiscal year in excess of $100,000.


20





Name
                
                FeesEarned
                  orPaid
      in
                  Cash
                  ($)
                
                
                Stock
                  Stock
      Options
                  ($)
                
                
                Option
      Stock Awards
                  ($)
                
                
                Non-Equity
                  Incentive
      Plan
                  Compensation
                  ($)
                
                
                Nonqualified
                  Deferred
      Compensation
                  Earnings
                  ($)
                
                
                All
      Other
                  Compensation
                  ($)
                
                
                Total
                  ($)Rick
      Walchuk
                  President
      & Director
                
                
                60,000
                (1)
                
                
                630,467
                (2)
                
                
                450,000
                (3)
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                1,140,467Jacqueline
      Danforth
                  Director
      and CFO
                
                
                -0-
                
                
                
                63,047
                (4)
                
                
                36,000
                (5)
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                99,047David
      Little
                  Director
                
                
                -0-
                
                
                
                378,280
                (6)
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                378,280Michael
      Soursos
                  Director
      and Secretary
                
                
                36,000
                (7)
                
                
                630,467
                (8)
                
                
                450,000
                (9)
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                1,152,467Jonathan
      Bradley
                  Director
                
                
                -0-
                
                
                
                126,093
                (10)
                
                
                180,000
                (11)
                
                
                -0-
                
                
                
                -0-
                
                
                
                -0-
                
                
                
                306,093





(1)These amounts are
      accrued and remain unpaid as at the date of this
  report.


(2)
      500,000 five year stock options granted May 26, 2008 exercisable at $2.25
      with 250,000 vesting May 26, 2009 and 250,000 vesting May 26, 2010. The
      Company recognized stock-based expenses of $117,045 in 2008. Unrecognized
      compensation expense related to outstanding stock options of July 31, 2008
      was $513,422 and is expected to be recognized of $391,707 and $121,715 in
      2009 and 2010 respectively.


(3)250,000 shares awarded May 26, 2008, with 125,000 vesting May 26,
      2009 and 125,000 vesting May 26, 2010. The Company recognized stock-based
      expenses of $28,125 in 2008. Unrecognized compensation expense was
      $421,875 and is expected to be recognized of $318,750 and $103,125 in 2009
      and 2010 respectively.


(4)
      50,000 five year stock options granted May 26, 2008 exercisable at $2.25
      with 25,000 vesting May 26, 2009 and 25,000 vesting May 26, 2010. The
      Company recognized stock-based expenses of $11,704 in 2008. Unrecognized
      compensation expense related to outstanding stock options of July 31, 2008
      was $51,343 and is expected to be recognized of $39,171 and $12,172 in
      2009 and 2010 respectively.


(5)20,000 shares awarded May 26, 2008, with 10,000 vesting May 26,
      2009 and 10,000 vesting May 26, 2010. The Company recognized stock-based
      expenses of $2,250 in 2008. Unrecognized compensation expense was $33,750
      and is expected to be recognized of $25,500 and $8,250 in 2009 and 2010
      respectively.


(6)
      300,000 five year stock options granted May 26, 2008 exercisable at $2.25
      with 150,000 vesting May 26, 2009 and 150,000 vesting May 26, 2010. The
      Company recognized stock-based expenses of $70,227 in 2008. Unrecognized
      compensation expense related to outstanding stock options of July 31, 2008
      was $308,053 and is expected to be recognized of $235,024 and $73,029 in
      2009 and 2010 respectively.


(7)
      Of this amount a total of $21,059 remained unpaid as of July 31,
      2008.


(8)
      500,000 five year stock options granted May 26, 2008 exercisable at $2.25
      with 250,000 vesting May 26, 2009 and 250,000 vesting May 26, 2010. The
      Company recognized stock-based expenses of $117,045 in 2008. Unrecognized
      compensation expense related to outstanding stock options of July 31, 2008
      was $513,422 and is expected to be recognized of $391,707 and $121,715 in
      2009 and 2010 respectively.


(9)250,000 shares awarded May 26, 2008, with 125,000 vesting May 26,
      2009 and 125,000 vesting May 26, 2010. The Company recognized stock-based
      expenses of $28,125 in 2008. Unrecognized compensation expense was
      $421,875 and is expected to be recognized of $318,750 and $103,125 in 2009
      and 2010 respectively.


(10)
      100,000 five year stock options granted May 26, 2008 exercisable at $2.25
      with 50,000 vesting May 26, 2009 and 50,000 vesting May 26, 2010. The
      Company recognized stock-based expenses of $23,409 in 2008. Unrecognized
      compensation expense related to outstanding stock options of July 31, 2008
      was $102,684 and is expected to be recognized of $78,341 and $24,343 in
      2009 and 2010 respectively.


(11)100,000 shares awarded May 26, 2008, with 50,000 vesting May 26,
      2009 and 50,000 vesting May 26, 2010. The Company recognized stock-based
      expenses of $11,250 in 2008. Unrecognized compensation expense was
      $168,750 and is expected to be recognized of $127,500 and $41,250 in 2009
      and 2010 respectively.





We have
not paid any other compensation to any other members of its management,
administrative or supervisory bodies.


21




Compensation
of Directors





No
directors receive any form of compensation in their capacity as directors of
VioSolar, Inc. beyond that identified above in the form of fees, stock awards or
stock options.




C.
            Board
      Practices




Our
directors are elected to serve until the next annual meeting of shareholders and
until their successors have been elected.  Our executive officers are
elected annually by our board of directors and hold such positions until the
following year or until his successor is duly elected by our board of directors,
at its discretion.  Mr. Walchuk, Mr. Soursos and Ms. Danforth have
each served as a director of our Company since March 14, 2007.  Mr.
Little has served as a director of our Company since April 27, 2007, and Mr.
Bradley has served as a director since March 7,2008.




There are
no service contracts between our Company and any of our officers providing for
benefits upon termination of employment.




As of the
date hereof, we do not have an audit, nominating, or compensation committee of
our board of directors, however, we do have a finance committee comprised of Mr.
David Little, Mr. Michael Soursos and Mr. Rick Walchuk.  Mr. David
Little is the appointed Chairman of the Committee, the purpose of which is to
review potential financing opportunities for the Company and make
recommendations regarding same to the Board of Directors.




D.
            Employees


The
Company does not have any employees apart from senior management previously
identified.







E.
            Share
      Ownership




The
following table sets forth information, as of January 27, 2009, with respect to
the beneficial ownership (on a fully diluted basis) of our common stock by each
of our officers and directors, and by the officers and directors of the Company
as a group.




Title
      of Class of Stock
                Beneficial
      Owner
                
                Number
      of Shares Held (1)
                
                
                Percentage
      of Class (2)Class
      A Common
                Rick
      Walchuk
                
                
                5,670,400
                (3)
                
                
                31.5
                %Class
      A Common
                Jacqueline
      Danforth
                
                
                0
                (4)
                
                NilClass
      A Common
                David
      Little
                
                
                350,000
                (5)
                
                
                1.9
                %Class
      A Common
                Michael
      Soursos
                
                
                552,500
                (6)
                
                
                3.1
                %Class
      A Common
                Jonathan
      Bradley
                
                
                0
                (7)
                
                NilTOTAL
      (All Officers and Directors as a group):
                
                
                6,572,900
                
                
                
                36.5
                %


22




Note:




(1)  Information
is provided on a non-diluted basis (i.e. beneficial ownership of common stock
stated as if all outstanding options, warrants, rights and conversion privileges
are exercised and additional shares of common stock are issued) as no options or
awards for this group vest prior to May 26, 2009.


(2)  Based
on 18,000,000 shares of common stock outstanding.


(3)
500,000 five year stock options granted May 26, 2008 exercisable at $2.25 with
250,000 vesting May 26, 2009 and 250,000 vesting May 26,
2010.  250,000 shares awarded May 26, 2008, with 125,000 vesting May
26, 2009 and 125,000 vesting May 26, 2010.


(4) 50,000
five year stock options granted May 26, 2008 exercisable at $2.25 with 25,000
vesting May 26, 2009 and 25,000 vesting May 26, 2010.  20,000 shares
awarded May 26, 2008, with 10,000 vesting May 26, 2009 and 10,000 vesting May
26, 2010.


(5)
300,000 five year stock options granted May 26, 2008 exercisable at $2.25 with
150,000 vesting May 26, 2009 and 150,000 vesting May 26, 2010.


(6)
500,000 five year stock options granted May 26, 2008 exercisable at $2.25 with
250,000 vesting May 26, 2009 and 250,000 vesting May 26, 2010. 250,000 shares
awarded May 26, 2008, with 125,000 vesting May 26, 2009 and 125,000 vesting May
26, 2010.


(7)
100,000 five year stock options granted May 26, 2008 exercisable at $2.25 with
50,000 vesting May 26, 2009 and 50,000 vesting May 26, 2010. 100,000 shares
awarded May 26, 2008, with 50,000 vesting May 26, 2009 and 50,000 vesting May
26, 2010.




Stock
Option Plans





In the
fiscal year ending July 31, 2007, the Company’s Board of Directors and
shareholders approved a Stock Option and Award plan for up to 2,700,000 options.
No options or awards were issued in the 2007 fiscal year.




During
the year ended July 31, 2008, the Company granted 1,715,000 non-qualified stock
options and 685,000 stock awards to directors, management and consultants for a
total of 2,400,000 shares of Class A common stock.




ITEM
7.                      MAJOR
SHAREHOLDERS AND RELATED PARTY TRANSACTIONS




A.
            Major
      Shareholders




The
following table sets forth information, as of January 27, 2009,with respect to the
beneficial ownership of our common stock by each person known to be the
beneficial owner of more than 5% of our outstanding common stock.




Title
      of Class of Stock
              Beneficial
      Owner
              
              Number
      of Shares Held
              
              
              Percentage
      of
                Class
      (1)Common
              Rick
      Walchuk
              
              
              5,670,400
              
              
              
              31.5
              %




(1)  Based
on 18,000,000 shares of common stock outstanding.




On March
14, 2007, Mr. Daryl Cozac sold a total of 13,990,000 Class A common shares of
the Issuer to Neranion Holdings Ltd.  On September 20, 2007, Neranion
Holdings gifted 8,990,000 to 44 individuals. On November 26, 2008, Neranion
Holdings Ltd. sold 5,000,000 shares of the Company’s Class A common stock,
representing 28% of the total issued and outstanding shares to Rick Walchuk, a
director and officer of the Company.




The
Company’s major shareholders do not have any voting rights that differ from any
of the other existing shareholders.




We have
one class of securities issued and outstanding being Class A common
shares.  We have a total of 59 record holders, holding a total of
248,550 Class A common shares in the Province of Alberta, Canada.




There are
no arrangements known to us that could at a subsequent date result in a change
of control of our Company.




23




B.           Related
Party Transactions




During
the most recently completed fiscal year ended July 31, 2008 and to the date of
this report, transactions in which a director or executive officer or nominee
for election as a director, or any member of the immediate family of any
director or executive officer of VioSolar had, or is to have a direct or
indirect material interest, are as follows:





On
September 20, 2007, Neranion Holdings Ltd. gifted a total of 8,990,000 of our
Class A common shares to 44 individuals leaving Neranion Holdings Ltd. with a
total of 5,000,000 Class A common shares.





As at
July 31, 2008 the Company owed $299,999 ($40,319 – 2007) including accrued
interest, to a director of the Company for funds advanced for operations. On
July 31, 2008, the Board of Directors approved a series of promissory notes
bearing interest at 5% per annum. As a result of the agreements, the Company has
accrued interest totaling $6,721 in respect of amounts advanced to the close of
the fiscal year.





During
the fiscal year ended July 31, 2008, the Company accrued management fees
totaling $96,000 ($40,000 – 2007) to two directors of the Company, being Rick
Walchuk and Michael Soursos.  During the current year the Company paid
a total of $29,941 towards outstanding fees payable to Michael
Soursos.





During
the fiscal year ended July 31, 2008, the Company received an advance of $499
from a Company for which a director acts as a consultant.  This
advance is not evidenced by a written agreement, does not bear interest, and is
due on demand.





During
fiscal year ended July 31, 2008 the Company accrued invoices for services
totaling $18,181(2007 - $4,879) from a Company for which a director acts as a
consultant.  This amount is included in accounts payable – related
party.





During
the years ended July 31, 2008 and 2007 respectively, we incurred $72,000 and
$36,000 in rent under a month to month sublease for office space with Bruca
Trading, Limited.  At July 31, 2008 and July 31, 2007, $36,000 was
unpaid under the agreement, and is included in Loans From Related Parties on the
accompanying balance sheets.  Two directors of the Company also act as
consultants to Bruca Trading Ltd.





On
November 26, 2008, Neranion Holdings Ltd. sold 5,000,000 shares of the Company’s
Class A common stock, representing 28% of the total issued and outstanding
shares to Rick Walchuk, a director and officer of the Company.





C.
            Interests
      of Experts and Counsel





Not
applicable.





ITEM
8.                      FINANCIAL
INFORMATION





A.
            Consolidated
      Statements, and Other Financial
Information


The
required audited financial statements for the fiscal year ended July 31, 2008
are provided at the end of this annual report starting on Page F-1.





B.           Significant
Changes


Other
than as disclosed herein, no significant change has occurred in our financial
statements since the fiscal year ended July 31, 2008.





ITEM
9.                      THE
OFFER AND LISTING





Our
common stock is quoted for trading on the OTC Bulletin Board under the symbol
"VIOSF".  Our Class A common stock was initially quoted on January 3,
2006.  We have no other classes of stock quoted on any
markets.





There
were no trades of our Class A common stock during fiscal 2006.





Following
are the annual high and low market prices for our common stock presented for the
two most recent fiscal years.  There was no trading in our Class A
common stock in the three prior fiscal years.


24





Period
                
                High
                
                
                LowFiscal
      Year 2007 (Aug 06 – Jul 07)
                
                $
                2.75
                
                
                $
                0.10Fiscal
      Year 2008 (Aug 07 – Jul 08)
                
                $
                2.65
                
                
                $
                1.25





Following
are the high and low market prices for our common stock presented for each full
financial quarter for the two most recent fiscal years and subsequent periods,
commencing for the quarter ended January 31, 2007, which was the quarter during
which the first trade in our Class A common stock took place.





Period
                
                High
                
                
                LowNovember
      1 to January 31, 2007
                
                $
                0.10
                
                
                $
                0.10February
      1, 2007 to April 30, 2007
                
                $
                2.65
                
                
                $
                0.55May
      1, 2007 to  July 31, 2007
                
                $
                2.75
                
                
                $
                1.90August
      1, 2007 to October 31, 2007
                
                $
                2.60
                
                
                $
                1.95November
      1, 2007 to January 31, 2008
                
                $
                2.50
                
                
                $
                1.70February
      1, 2008 to April 30, 2008r
                
                $
                2.45
                
                
                $
                1.30May
      1, 2008 to July 31, 2008
                
                $
                1.95
                
                
                $
                1.01August
      1, 2008 to October 31, 2008
                
                $
                1.30
                
                
                $
                0.51November
      1, 2008 to January 31, 2008
                
                $
                0.75
                
                
                $
                0.25





Following
are the high and low market prices for each of the most recent full six
months.





Month
                
                High
                
                
                LowAugust
      2008
                
                $
                1.30
                
                
                $
                1.00September
      2008
                
                $
                1.05
                
                
                $
                1.01October,
      2008
                
                $
                1.05
                
                
                $
                0.51November
      2008
                
                $
                0.51
                
                
                $
                0.25December
      2008
                
                $
                0.75
                
                
                $
                0.40January
      2009
                
                $
                0.75
                
                
                $
                0.75




B.
            Plan
      of Distribution




Not
applicable.




C.
            Markets




Our
common stock has been quoted on the OTC Bulletin Board since November 20,
2006.  It currently trades under the symbol "VIOSF".  We
also trade on the Frankfurt exchange under the symbol “SDE.F” and have traded on
this exchange since June 13, 2007.




D.
            Selling
      Shareholders




Not
applicable.




E.
            Dilution




Not
applicable.




F.
            Expenses
      of the Issue




Not
applicable.




25




ITEM
10.                      ADDITIONAL
INFORMATION




A.
            Share
      Capital




Not
applicable.




B.
            Memorandum
      and Articles of Association




1.           VioSolar,
Inc. (formerly Sprout Development Inc.) was established pursuant to the issuance
of a Certificate of Incorporation on July 19, 2004, by the Registrar of
Corporations of the Province of Alberta pursuant to the provisions of the
Alberta Business Corporation Act (the “ABCA”).  VioSolar, Inc.’s
Alberta Corporate Access Number is 2011178700.  The Articles of
Incorporation (the “Articles”) of VioSolar, Inc. provide that there are no
restrictions on the nature of the business that may be carried on by VioSolar,
Inc. On June 22,
2007, we filed Articles of Amendment in the Alberta Corporate Registry to effect
a name change from Sprout Development Inc. to VioSolar, Inc.





2.           A
majority of the directors or of a committee of directors holding office at the
time of the meeting constitutes a quorum provided that no business may be
transacted unless at least half of the directors present are resident
Canadians.  Business cannot be transacted without a
quorum.  A quorum of directors may vote on any matter of business
properly brought before the meeting provided that where a director is a party to
a material contract or proposed material contract or is a director or an officer
of or has a material interest in any person who is a party to a material
contract or proposed material contract with VioSolar, Inc., such director must
disclose his or her interest at the earliest possible date, request the conflict
be noted in the minutes of the meeting, and with a few limited exceptions
enumerated in the By-Law, refrain from voting on the matter in which the
director has conflict of interest.  There is no limitation on the
Board of Directors to vote on matters of their remuneration as a director,
officer, employee or agent of VioSolar, Inc. or of an affiliate of VioSolar,
Inc.





The Board
of Directors may, without authorization of the shareholders of VioSolar,
Inc.:





(a)           borrow
money on the credit of VioSolar, Inc.;


(b)           issue,
reissue, sell or pledge debt obligations of VioSolar, Inc.;


(c)
            subject
      to restrictions respecting financial assistance prescribed in the ABCA,
      give a guarantee on behalf of VioSolar, Inc. to secure performance of an
      obligation of any person; and


(d)
            mortgage,
      hypothecate, pledge or otherwise create a security interest in all or any
      property of VioSolar, Inc., owned or subsequently acquired, to secure any
      obligation of VioSolar, Inc.





The
directors may, by resolution, delegate to a director, a committee of directors
or an officer all or any of the foregoing borrowing powers.





A person
is qualified to be or stand for election as a director provided such person is
at least 18 years of age, is not a bankrupt and is not mentally incapacitated
pursuant to applicable Alberta mental health legislation or pursuant to an order
of the Alberta courts.  There is no provision in VioSolar, Inc.’s
Articles or By-Law relating to the retirement or non-retirement of directors
under an age limit requirement.  There is also no requirement in
VioSolar, Inc.’s Articles or By-Law for a director to hold shares of VioSolar,
Inc.





3.           VioSolar,
Inc. is authorized to issue an unlimited number of shares designated as Common
Shares and up to 5,000,000 shares designated as Preferred Shares.  The
Common Shares have attached to them the following rights, privileges,
restrictions and conditions.





a)
            Except
      for meetings at which only holders of another specified class or series of
      shares of VioSolar, Inc. are entitled to vote separately as a class or
      series, each holder of a Common Share is entitled to receive notice of, to
      attend and to vote at all meetings of the shareholders of VioSolar,
      Inc.





b)
            Subject
      to the rights, privileges, restrictions and conditions attached to any
      other class of shares of VioSolar, Inc., the holders of the Common Shares
      are entitled to receive dividends if, as and when declared by the
      directors of VioSolar, Inc.





26


c)
            Subject
      to the rights, privileges, restrictions and conditions attached to any
      other class of shares of VioSolar, Inc., the holders of the Common Shares
      are entitled to share equally in the remaining property of VioSolar, Inc.
      upon liquidation, dissolution or winding-up of VioSolar,
    Inc.





The
Preferred Shares have attached to them the following rights, privileges,
restrictions and conditions.





a)
            The
      Preferred Shares may be issued in one or more series, each being comprised
      of the number of shares with the designation, rights, privileges,
      restrictions and conditions attached to that series of Preferred Shares,
      including the rate or amount of dividends or the method of calculating
      dividends, the dates of payment of dividends, the redemption, purchase
      and/or conversion prices and terms and conditions of redemption, purchase
      and/or conversion, and any sinking fund or other provisions, as the board
      of directors of VioSolar, Inc. may fix from time to
  time.





b)
            The
      Preferred Shares of each series shall, with respect to the payment of
      dividends and the distribution of assets or return of capital in the event
      of liquidation, dissolution or winding-up of VioSolar, Inc., whether
      voluntary or involuntary, or any other return of capital or distribution
      of the assets of VioSolar, Inc. among its shareholders for the purpose of
      winding up its affairs, rank on a parity with the Preferred Shares of
      every other series and be entitled to preference over the Common Shares
      and over any other shares of Sprout Development ranking junior to the
      Preferred Shares.  The Preferred Shares of any series may also
      be given other preferences, not inconsistent with the Articles, over the
      Common Shares and any other shares of VioSolar, Inc. ranking junior to the
      Preferred Shares of a series as may be fixed by the board of
      directors.





c)
            If
      any cumulative dividends or amounts payable on the return of capital in
      respect of a series of Preferred Shares are not paid in full, all series
      of Preferred Shares shall participate rateably in respect of accumulated
      dividends and return of capital.





d)
            Unless
      the directors otherwise determine in the articles of amendment designating
      a series of Preferred Shares, the holder of each share of a series of
      Preferred Shares shall not, as such, be entitled to receive notice of or
      vote at any meeting of shareholders, except as otherwise specifically
      provided in the ABCA.





4.           Under
the ABCA, any substantive change to the Articles of VioSolar, Inc. (including,
but not limited to, change of any maximum number of shares that VioSolar, Inc.
is authorized to issue, creation of new classes of shares, add, change or remove
any rights, privileges, restrictions and conditions in respect of all or any of
its shares, whether issued or unissued, change the shares of any class or
series, whether issued or unissued, into a different number of shares of the
same class or series or into the same or a different number of shares of other
classes or series) or other fundamental changes to the capital structure of
VioSolar, Inc., including a proposed amalgamation or continuance of VioSolar,
Inc. out of the jurisdiction, requires shareholder approval by not less than 2/3
of the votes cast by shareholders voting in person or by proxy at a
shareholders’ meeting called for that purpose.  In certain prescribed
circumstances, holders of shares of a class or of a series are entitled to vote
separately as a class or series on a proposal to amend the Articles whether or
not shares of a class or series otherwise carry the right to
vote.  The holders of a series of shares of a class are entitled to
vote separately as a series only if the series is affected by an amendment in a
manner different from other shares of the same class.





5.           
VioSolar, Inc.’s By-Laws provide that the Board of Directors shall call an
annual meeting of shareholders to be held not later than eighteen months after
the date of incorporation and subsequently, not later than fifteen months after
holding the last preceding annual meeting.  VioSolar, Inc.’s By-Laws
provide that the Board of Directors, the managing director or the President may
at any time call a special meeting of shareholders.  Only the
registered holders of shares are entitled to receive notice of and vote at
annual and special meetings of shareholders, except to the extent
that:





(a)
            if
      a record date is fixed, the person transfers ownership of any of the
      person’s shares after the record date;
or





(b)
            if
      no record date is fixed, the person transfers ownership of any of the
      person’s shares after the date on which the list of shareholders is
      prepared; and(c)
            the
      transferee of those shares




27








(i)
              produces
      properly endorsed share certificates; or(ii)
              otherwise
      establishes ownership of the shares; and(iii)
              demands, not later than ten (10) days before the
      meeting, that the transferee’s name be included in the list before the
      meeting;





in which
case the transferee is entitled to vote the shares.





The ABCA
also permits the holders of not less than 5% of the issued voting shares to give
notice to the directors requiring them to call and hold a meeting of VioSolar,
Inc.





The only
persons entitled to be present at a meeting of shareholders are:





(a)  the
Shareholders entitled to vote at the meeting;


(b)  the
Directors;


(c)  the
auditor of VioSolar, Inc.; and


any
others who, although not entitled to vote, are entitled or required under any
provision of the ABCA, any unanimous shareholder agreement, the Articles or the
by-laws to be present at the meeting.







Any other
person may be admitted only on the invitation of the Chairperson of the meeting
or with the consent of the meeting.





6.           There
are no restrictions in VioSolar, Inc.’s Articles or By-Laws on the number of
shares that may be held by non-residents other than restrictions set out in the
Investment Canada Act (Canada).





7.           There
are no specific provisions in the Articles or By-Laws of VioSolar, Inc. that
have the effect of delaying, deferring or preventing a change of control of
VioSolar, Inc. and that would operate only with respect to a merger, acquisition
or corporate restructuring involving VioSolar, Inc. (or any of its
subsidiaries).  Notwithstanding this, the Board of Directors, under
the general powers conferred to it under VioSolar, Inc.’s By-Law, have the
authority to approve and invoke a shareholders rights plan that will protect
shareholders from unfair, abusive or coercive take-over strategies, including
the acquisition or control of VioSolar, Inc. by a bidder in a transaction or
series of transactions that does not treat all shareholders equally or fairly or
that does not afford all shareholders an equal opportunity to share in any
premium paid upon an acquisition of control.  VioSolar, Inc. has not
adopted such a plan.





8.           There
are no provisions in VioSolar, Inc.’s By-Laws regarding public disclosure of
individual shareholdings.





9.           VioSolar,
Inc. was incorporated as an Alberta corporation on July 19,
2004.  With respect to items 2 through 8 above, the law applicable to
VioSolar, Inc. in the Province of Alberta in these areas is not significantly
different from that in the United States.





10.           Not
applicable.




C.
            Material
      Contracts




None




D.
            Exchange
      Controls




As of the
date hereof, there are no governmental laws, decrees or regulations in Canada on
the export or import of capital, or which impose foreign exchange controls or
affect the remittance of interest, dividends or other payments to non-resident
holders of our common stock.  However, dividends paid to U.S.
residents, are subject to a 15% withholding tax or a 5% withholding tax for
dividends if the shareholder is a corporation owning at least 10% of the
outstanding voting shares of our Company pursuant to Article X of the reciprocal
tax treaty between Canada and the U.S. (see Item 10E "Taxation"
below).


28


Except as
provided in the Investment Canada Act, which has provisions that restrict the
holding of voting shares by non-Canadians, there are no limitations specific to
the rights of non-Canadians to hold or vote our common shares under the laws of
Canada or Alberta, or in our charter documents.  The following
summarizes the principal features of the Investment Canada Act for non-Canadian
residents proposing to acquire our common shares.




This
summary is of a general nature only and is not intended to be, and should not be
construed to be, legal advice to any holder or prospective holder of our common
shares, and no opinion or representation to any holder or prospective holder of
our common shares is hereby made.  Accordingly, holders and
prospective holders of our common shares should consult with their own legal
advisors with respect to the consequences of purchasing and owning our common
shares.




The
Investment Canada Act governs the acquisition of Canadian businesses by
non-Canadians.  Under the Investment Canada Act, non-Canadian persons
or entities acquiring "control" (as defined in the Investment Canada Act) of a
corporation carrying on business in Canada are required to either notify, or
file an application for review with, Industry Canada.  Industry Canada
may review any transaction which results in the direct or indirect acquisition
of control of a Canadian business, where the gross value of corporate assets
exceeds certain threshold levels (which are higher for investors from members of
the World Trade Organization, including United States residents, or World Trade
Organization member-controlled companies) or where the activity of the business
is related to Canada’s cultural heritage or national identity.  No
change of voting control will be deemed to have occurred, for purposes of the
Investment Canada Act, if less than one-third of the voting control of a
Canadian corporation is acquired by an investor.




If an
investment is reviewable under the Investment Canada Act, an application for
review in the form prescribed is normally required to be filed with Industry
Canada prior to the investment taking place, and the investment may not be
implemented until the review has been completed and the Minister responsible for
the Investment Canada Act is satisfied that the investment is likely to be of
net benefit to Canada.  If the Minister is not satisfied that the
investment is likely to be of net benefit to Canada, the non-Canadian applicant
must not implement the investment, or if the investment has been implemented,
may be required to divest itself of control of the Canadian business that is the
subject of the investment.




Certain
transactions relating to our common stock would be exempt from the Investment
Canada Act, including:




(a)
            the
      acquisition of our common stock by a person in the ordinary course of that
      person’s business as a trader or dealer in
  securities;




(b)
            the
      acquisition of control of our Company in connection with the realization
      of security granted for a loan or other financial assistance and not for a
      purpose related to the provisions of the Investment Canada Act;
      and




(c)
            the
      acquisition of control of our Company by reason of an amalgamation,
      merger, consolidation or corporate reorganization following which the
      ultimate direct or indirect control in fact of our Company, through
      ownership of our common stock, remains
  unchanged.




E.
            Taxation




Material
Canadian Federal Income Tax Consequences




We
consider that the following general summary fairly describes the principal
Canadian federal income tax consequences applicable to a holder of our common
stock who is a resident of the United States, who is not, will not be and will
not be deemed to be a resident of Canada for purposes of the Income Tax Act(Canada) and any
applicable tax treaty and who does not use or hold, and is not deemed to use or
hold, his common stock in the capital of our Company in connection with carrying
on a business in Canada (a "non-resident holder").




29


This
summary is based upon the current provisions of the Income Tax Act, the
regulations thereunder (the "Regulations"), the current publicly announced
administrative and assessing policies of the Canada Revenue Agency
and the Canada- United States Tax Convention (1980), as amended (the
"Treaty").  This summary also takes into account the amendments to the
Income Tax Act and the Regulations publicly announced by the Minister of Finance
(Canada) prior to the date hereof (the "Tax Proposals") and assumes that all
such Tax Proposals will be enacted in their present form.  However, no
assurances can be given that the Tax Proposals will be enacted in the form
proposed, or at all.  This summary is not exhaustive of all possible
Canadian federal income tax consequences applicable to a holder of our common
stock and, except for the foregoing, this summary does not take into account or
anticipate any changes in law, whether by legislative, administrative or
judicial decision or action, nor does it take into account provincial,
territorial or foreign income tax legislation or considerations, which may
differ from the Canadian federal income tax consequences described
herein.




This
summary is of a general nature only and is not intended to be, and should not be
construed to be, legal, business or tax advice to any particular holder or
prospective holder of our common stock, and no opinion or representation with
respect to the tax consequences to any holder or prospective holder of our
common stock is made.  Accordingly, holders and prospective holders of
our common stock should consult their own tax advisors with respect to the
income tax consequences of purchasing, owning and disposing of our common stock
in their particular circumstances.




Dividends




Dividends
paid on our common stock to a non-resident holder will be subject under the
Income Tax Act to withholding tax which tax is deducted at source by our
Company.  The withholding tax rate for dividends prescribed by the
Income Tax Act is 25% but this rate may be reduced under the provisions of an
applicable tax treaty. Under the Treaty, the withholding tax rate is reduced to
15% on dividends paid by our Company to residents of the United States and is
further reduced to 5% where the beneficial owner of the dividends is a
corporation resident in the United States that owns at least 10% of the voting
stock of our Company.




The
Treaty provides that the Income Tax Act standard 25% withholding tax rate is
reduced to 15% on dividends paid on stock of a corporation resident in Canada
(such as our Company) to residents of the United States, and also provides for a
further reduction of this rate to 5% where the beneficial owner of the dividends
is a corporation resident in the United States that owns at least 10% of the
voting stock of the corporation paying the dividend.




Capital
Gains




A
non-resident holder is not subject to tax under the Income Tax Act in respect of
a capital gain realized upon the disposition of a common share of our Company
unless such share is "taxable Canadian property" (as defined in the Income Tax
Act) of the non-resident holder.  Our common stock generally will not
be taxable Canadian property of a non-resident holder unless the non-resident
holder alone or together with non-arm’s length persons owned, or had an interest
in an option in respect of, not less than 25% of the issued stock of any class
of our capital stock at any time during the 60 month period immediately
preceding the disposition of the stock.  In the case of a non-resident
holder resident in the United States for whom stock of our Company are taxable
Canadian property, no Canadian taxes will generally be payable on a capital gain
realized on such stock by reason of the Treaty unless the value of such stock is
derived principally from real property situated in Canada.




Material
United States Federal Income Tax Consequences




The
following is a general discussion of certain possible United States Federal
foreign income tax matters under current law, generally applicable to a U.S.
Holder (as defined below) of our common stock who holds such stock as capital
assets.  This discussion does not address all aspects of United States
Federal income tax matters and does not address consequences peculiar to persons
subject to special provisions of Federal income tax law, such as those described
below as excluded from the definition of a U.S. Holder.  In addition,
this discussion does not cover any state, local or foreign tax
consequences.  See "Certain Canadian Federal Income Tax Consequences"
above.




The
following discussion is based upon the Internal Revenue Code of 1986, as amended
(the "Code"), Treasury Regulations, published Internal Revenue Service ("IRS")
rulings, published administrative positions of the IRS and court decisions that
are currently applicable, any or all of which could be materially and adversely
changed, possibly on a retroactive basis, at any time.  In addition,
this discussion does not consider the potential effects, both adverse and
beneficial, of any recently proposed legislation which, if enacted, could be
applied, possibly on a retroactive basis, at any time.  No assurance
can be given that the IRS will agree with such statements and conclusions, or
will not take, or a court will not adopt, a position contrary to any position
taken herein.




30


The
following discussion is for general information only and is not intended to be,
nor should it be construed to be, legal, business or tax advice to any holder or
prospective holder of our common stock, and no opinion or representation with
respect to the United States Federal income tax consequences to any such holder
or prospective holder is made.  Accordingly, holders and prospective
holders of common shares are urged to consult their own tax advisors with
respect to Federal, state, local, and foreign tax consequences of purchasing,
owning and disposing of our common shares.




U.S.
Holders




As used
herein, a "U.S. Holder" includes a holder of less than 10% of our common shares
who is a citizen or resident of the United States, a corporation created or
organized in or under the laws of the United States or of any political
subdivision thereof, any entity which is taxable as a corporation for United
States tax purposes and any other person or entity whose ownership of our common
stock is effectively connected with the conduct of a trade or business in the
United States.  A U.S. Holder does not include persons subject to
special provisions of Federal income tax law, such as tax-exempt organizations,
qualified retirement plans, financial institutions, insurance companies, real
estate investment trusts, regulated investment companies, broker-dealers,
non-resident alien individuals or foreign corporations whose ownership of our
common stock is not effectively connected with the conduct of a trade or
business in the United States and shareholders who acquired their stock through
the exercise of employee stock options or otherwise as
compensation.




Distributions




The gross
amount of a distribution paid to a U.S. Holder will generally be taxable as
dividend income to the U.S. Holder for United States federal income tax purpose
to the extent paid out of our current or accumulated earnings and profits, as
determined under United States federal income tax
principles.  Distributions which are taxable dividends and which meet
certain requirements will be "unqualified dividend income" and taxed to U.S.
Holders at a maximum United States federal rate of 15%.  Distributions
in excess of our current and accumulated earnings and profits will be treated
first as a tax-free return of capital to the extent the U.S. Holder’s tax basis
in the common stock and, to the extent in excess of such tax basis, will be
treated as a gain from a sale or exchange of such stock.




Capital
Gains




In
general, upon a sale, exchange or other disposition of common stock, a U.S.
Holder will generally recognize a capital gain or loss for United States federal
income tax purposes in an amount equal to the difference between the amounts
realized on the sale or other distribution and the U.S. Holder’s adjusted tax
basis in such stock.  Such gain or loss will be a United States source
gain or loss and will be treated as a long-term capital gain or loss if the U.S.
Holder’s holding period of the stock exceeds one year.  If the U.S.
Holder is an individual, any capital gain will generally be subject to United
States federal income tax at preferential rates if specified minimum holding
periods are met.  The deductibility of capital losses is subject to
significant limitations.




Foreign
Tax Credit




A U.S.
Holder who pays (or has had withheld from distributions) Canadian income tax
with respect to the ownership of our common stock may be entitled, at the option
of the U.S. Holder, to either a deduction or a tax credit for such foreign tax
paid or withheld.  Generally, it will be more advantageous to claim a
credit because a credit reduces United States Federal income taxes on a
dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income
subject to tax.  This election is made on a year-by-year basis and
generally applies to all foreign income taxes paid by (or withheld from) the
U.S. Holder during that year.  There are significant and complex
limitations which apply to the tax credit, among which is an ownership period
requirement and the general limitation that the credit cannot exceed the
proportionate share of the U.S. Holder’s United States income tax liability that
the U.S. Holder’s foreign source income bears to his or its worldwide taxable
income.




31


the
application of this limitation, the various items of income and deduction must
be classified into foreign and domestic sources.  Complex rules govern
this classification process.  There are further limitations on the
foreign tax credit for certain types of income such as "passive income", "high
withholding tax interest", "financial services income", "shipping income", and
certain other classifications of income.  The availability of the foreign tax
credit and the application of these complex limitations on the tax credit are
fact specific and holders and prospective holders of our common stock
should consult their own tax
advisors regarding their individual circumstances.




Passive
Foreign Investment Corporation




We do not
believe that we are a passive foreign investment corporation (a "PFIC") because
we have realized no income, domestic or foreign.  However, since PFIC
status depends upon the composition of a company’s income and assets and the
market value of its assets and stock from time to time, there is no assurance
that we will not be considered a PFIC for any taxable year.  If we
were treated as a PFIC for any taxable year during which a U.S. Holder held
stock, certain adverse tax consequences could apply to the U.S.
Holder.




If we are
treated as a PFIC for any taxable year, gains recognized by such U.S. Holder on
a sale or other disposition of stock would be allocated ratably over the U.S.
Holder’s holding period for the stock.  The amount allocated to the
taxable year of the sale or other exchange and to any year before we became a
PFIC would be taxed as ordinary income.  The amount allocated to each
other taxable year would be subject to tax at the highest rate in effect for
individuals or corporations, as applicable, and an interest charge would be
imposed on the amount allocated to such taxable year.  Further, any
distribution in respect of stock in excess of 125% of the average of the annual
distributions on stock received by the U.S. Holder during the preceding three
years or the U.S. Holder’s holding period, whichever is shorter, would be
subject to taxation as described above.  Certain elections may be
available to U.S. Holders that may mitigate some of the adverse consequences
resulting from PFIC status.  However, regardless of whether such
elections are made, dividends paid by a PFIC will not be "qualified dividend
income" and will generally be taxed at the higher rates applicable to other
items of ordinary income.




We will
establish an office for the Company in the U.S. and engage in a U.S. trade or
business for U.S. tax purposes.  Therefore, future foreign source
income should not result in the Company being classified as a PFIC.




U.S.
Holders and prospective holders should consult their own tax advisors regarding
the potential application of the PFIC rules to their ownership of our common
stock.




F.
            Dividends
      and Paying Agents




Not
applicable.




G.
            Statements
      by Experts




Not
applicable.




H.
            Documents
      on Display




Documents
and agreements concerning our Company may be viewed by appointment during
regular business hours at 8, Alimou Avenue, 17455, Athens, Greece.




I.           Subsidiary
Information




The
Company does not have any subsidiaries as of the date of this
filing.




ITEM
11.                      QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Not
applicable.




32




ITEM
12.                      DESCRIPTION
OF SECURITIES OTHER THAN EQUITY SECURITIES




Not
applicable.




PART
II




ITEM
13.                      DEFAULTS,
DIVIDEND ARREARAGES AND DELINQUENCIES




Not
applicable.




ITEM
      14.
            MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
      PROCEEDS




Not
applicable.




ITEM
15.                      CONTROLS
AND PROCEDURES




Evaluation
of Disclosure Controls and Procedures




As
required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end
of the period covered by this annual report, being July 31, 2008, we have
carried out an evaluation of the effectiveness of the design and operation of
our Company’s disclosure controls and procedures.  This evaluation was
carried out under the supervision and with the participation of our Company’s
management, including our Chief Executive Officer and our Chief Financial
Officer.  Based upon that evaluation, our Chief Executive Officer and
our Chief Financial Officer concluded that our disclosure controls and
procedures are effective as at the end of the period covered by this annual
report.  There have been no changes in our internal controls over
financial reporting that occurred during our most recent fiscal quarter that
have materially affected, or are reasonably likely to materially affect our
internal controls over financial reporting.




Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time period specified in the SEC’s rules and
forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed in our reports filed under the Securities Exchange Act of 1934
is accumulated and communicated to management including our Chief Executive
Officer and Chief Financial Officer as appropriate, to allow timely decisions
regarding required disclosure.




Evaluation
of Disclosure Controls and Procedures





Our
management, under supervision and with the participation of the Chief Executive
Officer and the Chief Financial Officer, evaluated the effectiveness of our
disclosure controls and procedures, as defined under Exchange Act Rule
13a-15(e).  Based upon this evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that, as of July 31, 2008, the disclosure
controls and procedures were effective to ensure that information required to be
disclosed in the Company’s Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the Securities
Exchange Commission’s rules and forms.





Management’s
Report On Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined under Exchange Act Rules 13a-15(f)
and 14d-14(f).  Our internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.





33


Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of July 31, 2008.  In making the assessment, management
used the criteria issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control-Integrated
Framework.   Based on its assessment, management concluded that,
as of July 31, 2008, the Company’s internal control over financial reporting was
effective to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.





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 the temporary rules of
the Securities and Exchange Commission that permit the Company to provide only
management’s report in this annual report.





Changes
in Internal Control Over Financial Reporting





There
have been no changes in our internal controls over financial reporting that
occurred during the period covered by this annual report to the filing of this
annual report that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.




ITEM
16.                      [RESERVED]




ITEM
16A.                   AUDIT
COMMITTEE FINANCIAL EXPERT




We
presently do not have an audit committee and accordingly, we do not have an
audit committee member who qualifies as an "audit committee financial expert" or
who is "independent" as that is defined by Rule 4200(a)(15) of the NASDAQ Market
Place Rules.  Our board of directors performs the same functions as an
audit committee.  Due to our limited operations, we have determined it
is not feasible at this time to have an audit committee.




ITEM
16B.                   CODE
OF ETHICS




We have
not adopted a written code of ethics.  We have not seen any need to
adopt a written code of ethics on the basis that our corporate culture
effectively deters wrongdoing and promotes honest and ethical conduct, full,
fair and accurate, timely, and understandable disclosure in reports and
documents, the compliance with applicable governmental laws, rules and
regulations, the prompt internal reporting.




ITEM
16C.                    PRINCIPAL
ACCOUNTANT FEES AND SERVICES




Our board
of directors appointed Bateman & Co., Inc., P.C. as our principal accountant
to audit our financial statements for the fiscal year ended July 31, 2008, 2007
and 2006.




Audit
Fees




We
incurred audit fees for audits of our financial statements, billed by Bateman
& Co., Inc., P.C., of $8,270 during the fiscal year ended July 31, 2008 and
$6,099 during the fiscal year ended July 31, 2007.




Audit
Related Fees




The fees
billed for assurance and related services by Bateman & Co. relating to the
performance of the audit or review of our financial statements, which are not
reported under the heading "Audit Fees" above, for the fiscal years ended July
31, 2008 and 2007, were Nil.




Tax
Fees




For the
fiscal years ended July 31, 2008, and 2007, the aggregate fees billed for tax
compliance, tax advice and tax planning by Bateman & Co. were
Nil.




34


All
Other Fees




For the
fiscal years ended July 31, 2008, and 2007, the aggregate fees billed by Bateman
& Co., as applicable, for products and services, other than the services set
out above, were Nil.




Audit
Committee Pre-Approved Procedures




Our board
of directors pre-approves all services provided by our principal
accountant.  All of the services and fees described under the heading
"Audit Fees", "Audit Related Fees", "Tax Fees" and "All Other Fees" above were
reviewed and approved by our board of directors before the respective services
were rendered and none of such services were approved by our board of directors
pursuant to paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X.




ITEM
16D.            EXEMPTIONS
FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES




Not
applicable.




ITEM
      16E.
            PURCHASES
      OF EQUITY SECURITIES BY OUR COMPANY AND AFFILIATED
    PURCHASERS


Not
applicable.







ITEM
      16F.
            CHANGE
      IN REGISTRANT’S CERTIFYING
ACCOUNTANT


Not
applicable.







ITEM
      16G.
            CORPORATE
      GOVERNANCE






Not
      applicable.




PART
III




ITEM
17.               FINANCIAL
STATEMENTS




See Item
18 "Financial Statements" below.




ITEM
18.              FINANCIAL
STATEMENTS




Our
audited financial statements for the fiscal years ended July 31, 2008, 2007 and
2006 are provided herein starting on page F-1.




35


VIOSOLAR,
INC.


(a
development stage enterprise)


FINANCIAL
STATEMENTS


With
Report of Independent Registered Public Accounting Firm


FOR
THE FISCAL YEARS END JULY 31, 2008, 2007 and 2006


REPORTED
IN UNITED STATES DOLLARS











PageAudited
      Financial StatementsReport
      of Independent Registered Public Accounting Firm
            F-2Balance
      Sheets
            F-3Statements
      of Operations
            F-4Statements
      of Stockholders’ Deficit
            F-5Statements
      of Cash Flows
            F-6Notes
      to Financial Statements
            F-7
      – F-15












F-1
 
 Bateman
      & Co., Inc., P.C.Certified
      Public Accountants19
      Briar Hollow Lane, Suite 115Houston,
      Texas 77027(713)
      552-9800FAX
      (713) 552-9700www.batemanhouston.com


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To The
Board of Directors and Stockholders


Of
VioSolar, Inc.





We have
audited the accompanying balance sheets of VioSolar, Inc., (an Alberta, Canada
corporation and a development stage enterprise) as of July 31, 2008, 2007, and
2006, and the related statements of operations and comprehensive income,
stockholders’ equity (deficit), and cash flows for the each of the three years
in the period ended July 31, 2008, and for the period from inception, July 19,
2004, through July 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 audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of VioSolar, Inc. (a development stage
enterprise) as of July 31, 2008, 2007, and 2006, and the results of its
operations and its cash flows for each of the three years in the period ended
July 31, 2008, and for the period from inception, July 19, 2004, through July
31, 2008, in conformity with U.S. generally accepted accounting
principles.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company is not currently engaged in a business and has
suffered losses from development stage activities to date approximating
$1,200,000, and has negative stockholders’ equity of approximately $541,000, all
of which raise substantial doubt about its ability to continue as a going
concern.  Management's plans in regard to these matters are also
described in Note 2.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





/s/
Bateman & Co., Inc., P.C.


BATEMAN
& CO., INC., P.C.





Houston,
Texas


February
12, 2009





F-2


VIOSOLAR,
      INC.(A
      development stage enterprise)Balance
      Sheets





July
      31,
                        
                        
                        July
      31,
                        
                        
                        July
      31,2008
                        
                        
                        2007
                        
                        
                        2006ASSETSCurrent
      assets:Cash in bank
                        
                        $
                        172
                        
                        
                        $
                        11,218
                        
                        
                        $
                        40,826Prepaid
      expenses
                        
                        
                        3,290
                        
                        
                        
                        -
                        
                        
                        
                        -Total current assets
                        
                        
                        3,462
                        
                        
                        
                        11,218
                        
                        
                        
                        40,826Computer
      equipment, net of accumulated depreciation of $1,860
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        797Other
      assets:Deferred registration costs
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        11,213Total assets
                        
                        $
                        3,462
                        
                        
                        $
                        11,218
                        
                        
                        $
                        52,836LIABILITIESCurrent
      liabilities:Accounts payable and accrued expenses
                        
                        $
                        12,091
                        
                        
                        $
                        1,956
                        
                        
                        $
                        -Accounts
      payable to related parties
                        
                        
                        18,181
                        
                        
                        
                        4,879Management
      fees payable to related parties
                        
                        
                        106,059
                        
                        
                        
                        40,000
                        
                        
                        
                        -Loans
      from related parties
                        
                        
                        329,777
                        
                        
                        
                        76,604
                        
                        
                        
                        -Total current liabilities
                        
                        
                        466,108
                        
                        
                        
                        123,439
                        
                        
                        
                        -Note
      payable,  long term
                        
                        
                        77,906
                        
                        
                        
                        -
                        
                        
                        
                        -Total liabilities
                        
                        
                        544,014
                        
                        
                        
                        123,439
                        
                        
                        
                        -STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock, Class A voting shares, no par value,
      unlimited    authorized,18,000,000 shares issued and outstanding, July 31, 2008, 2007
      and  2006
                        
                        
                        68,797
                        
                        
                        
                        68,797
                        
                        
                        
                        80,010Additional
      paid in capital
                        
                        
                        554,067
                        
                        
                        
                        10,000
                        
                        
                        
                        10,000Deficit
      accumulated during the development stage
                        
                        
                        (1,164,447
                        )
                        
                        
                        (191,018
                        )
                        
                        
                        (37,174
                        )Other
      comprehensive income
                        
                        
                        1,031
                        
                        
                        
                        -
                        
                        
                        
                        -Total stockholders' equity (deficit)
                        
                        
                        (540,552
                        )
                        
                        
                        (112,221
                        )
                        
                        
                        52,836Total liabilities and stockholders'
    equity
                        
                        $
                        3,462
                        
                        
                        $
                        11,218
                        
                        
                        $
                        52,836





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




F-3





VIOSOLAR,
      INC.(A
      development stage enterprise)Statements
      of Operations and Other Comprehensive IncomeCumulativeYear
                    
                    
                    Year
                    
                    
                    Year
                    
                    
                    Inception,Ended
                    
                    
                    Ended
                    
                    
                    Ended
                    
                    
                    July
      19, 2004July
      31,
                    
                    
                    July
      31,
                    
                    
                    July
      31,
                    
                    
                    Through2008
                    
                    
                    2007
                    
                    
                    2006
                    
                    
                    July
      31, 2008Revenues
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -General
      and administrative expenses:Stock-based
      compensation
                    
                    
                    544,067
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    544,067Professional
      fees
                    
                    
                    106,686
                    
                    
                    
                    49,561
                    
                    
                    
                    12,965
                    
                    
                    
                    182,291Investor
      relations
                    
                    
                    56,841
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    56,841Rent
      and utilities
                    
                    
                    79,606
                    
                    
                    
                    39,394
                    
                    
                    
                    -
                    
                    
                    
                    119,000Travel
                    
                    
                    31,404
                    
                    
                    
                    16,068
                    
                    
                    
                    -
                    
                    
                    
                    47,472Management
      fees
                    
                    
                    96,000
                    
                    
                    
                    40,797
                    
                    
                    
                    10,000
                    
                    
                    
                    146,797Depreciation
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,594
                    
                    
                    
                    1,860Other
      general and administrative expenses
                    
                    
                    50,225
                    
                    
                    
                    8,732
                    
                    
                    
                    90
                    
                    
                    
                    59,395Total operating expenses
                    
                    
                    964,829
                    
                    
                    
                    154,552
                    
                    
                    
                    24,649
                    
                    
                    
                    1,157,723Income (loss) from operations
                    
                    
                    (964,829
                    )
                    
                    
                    (154,552
                    )
                    
                    
                    (24,649
                    )
                    
                    
                    (1,157,723
                    )Other
      income (expense):Interest
      income
                    
                    
                    -
                    
                    
                    
                    708
                    
                    
                    
                    983
                    
                    
                    
                    1,691Interest
      expense
                    
                    
                    (8,028
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (8,028
                    )Foreign
      exchange gain (loss)
                    
                    
                    (572
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (572
                    )Total
      other income (expense)
                    
                    
                    (8,600
                    )
                    
                    
                    708
                    
                    
                    
                    983
                    
                    
                    
                    (6,724
                    )Income (loss) before taxes
                    
                    
                    (973,429
                    )
                    
                    
                    (153,844
                    )
                    
                    
                    (23,666
                    )
                    
                    
                    (1,164,447
                    )Provision
      (credit) for taxes on income
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Net
      income (loss)
                    
                    
                    (973,429
                    )
                    
                    
                    (153,844
                    )
                    
                    
                    (23,666
                    )
                    
                    
                    (1,164,447
                    )Other
      comprehensive income:Foreign currency translation adjustment
                    
                    
                    1,031
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,031Comprehensive
      income (loss)
                    
                    $
                    (972,398
                    )
                    
                    $
                    (153,844
                    )
                    
                    $
                    (23,666
                    )
                    
                    $
                    (1,163,416
                    )Basic
      and diluted earnings (loss) per common share
                    
                    $
                    (0.05
                    )
                    
                    $
                    (0.01
                    )
                    
                    $
                    (0.00
                    )Weighted
      average number of shares outstanding
                    
                    
                    18,000,000
                    
                    
                    
                    18,000,000
                    
                    
                    
                    18,000,000




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




F-4





VIOSOLAR,
      INC.(A
      development stage enterprise)Statements
      of Stockholders' Equity
(Deficit)








Common
      Stock
              
              
              
              Deficit
              
              AccumulatedAccumulated
              
              OtherClass
      A
              
              
              
              Additional
      Paid
              
              During
      the
              
              ComprehensiveShares
              
              Amount
              
              In
      Capital
              
              Development
      Stage
              
              Income
              
              TotalInception,
      July 19, 2004Shares
      issued for cash and software license
              
              18,000,000
              $
              80,010
              
              -
              
              -
              
              -
              
              80,010Development
      stage net income (loss)
              
              -
              
              -
              
              -
              
              (542)
              
              -
              
              (542)Balances,
      July 31, 2004
              
              18,000,000
              
              80,010
              
              -
              
              (542)
              
              -
              
              79,468Development
      stage net income (loss)
              
              -
              
              -
              
              -
              
              (12,966)
              
              -
              
              (12,966)Balances,
      July 31, 2005
              
              18,000,000
              
              80,010
              
              -
              
              (13,508)
              
              -
              
              66,502Contributed
      services
              
              -
              
              -
              
              10,000
              
              -
              
              -
              
              10,000Development
      stage net income (loss)
              
              -
              
              -
              
              -
              
              (23,666)
              
              -
              
              (23,666)Balances,
      July 31, 2006
              
              18,000,000
              
              80,010
              
              10,000
              
              (37,174)
              
              -
              
              52,836Deferred
      financing costs charged against proceeds from sale of
stock
              
              -
              
              (11,213)
              
              -
              
              -
              
              -
              
              -Development
      stage net income (loss)
              
              -
              
              -
              
              -
              
              (153,844)
              
              -
              
              (153,844)Balances,
      July 31, 2007
              
              18,000,000
              
              68,797
              
              10,000
              
              (191,018)
              
              -
              
              (112,221)Stock-based
      compensation
              
              -
              
              -
              
              544,067
              
              -
              
              -
              
              544,067Development
      stage net income (loss)
              
              -
              
              -
              
              -
              
              (973,429)
              
              -
              
              (973,429)Other
      Comprehensive Income
              
              -
              
              -
              
              -
              
              -
              
              1,031
              
              1,031Balances,
      July 31, 2008
              
              18,000,000
              $
              68,797
              
              554,067
              
              (1,164,447)
              
              1,031
              
              (540,552)










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




F-5





VIOSOLAR,
      INC.(A
      development stage enterprise)Statements
      of Cash Flows





CumulativeYear
                
                
                Year
                
                
                Year
                
                
                Inception,Ended
                
                
                Ended
                
                
                Ended
                
                
                July
      19, 2004July
      31,
                
                
                July
      31,
                
                
                July
      31,
                
                
                Through2008
                
                
                2007
                
                
                2006
                
                
                July
      31, 2008Cash
      flows from operating activities:Net
      income (loss)
                
                $
                (973,429
                )
                
                $
                (153,844
                )
                
                $
                (23,666
                )
                
                $
                (1,164,447
                )Adjustments
      to reconcile net income (loss) to cashprovided (used) by development stage activities:Non-cash management fees
                
                
                -
                
                
                
                -
                
                
                
                10,000
                
                
                
                10,000Prepaid
      expenses
                
                
                (3,290
                )
                
                
                -
                
                
                
                -
                
                
                
                (3,290
                )Depreciation
                
                
                -
                
                
                
                797
                
                
                
                1594
                
                
                
                2,657Stock-based
      compensation
                
                
                544,067
                
                
                
                -
                
                
                
                -
                
                
                
                544,067Changes in current assets and liabilities:Accounts payable and accrued expenses
                
                
                10,135
                
                
                
                1,956
                
                
                
                (892
                )
                
                
                12,091Net cash flows from operating
    activities
                
                
                (422,517
                )
                
                
                (151,091
                )
                
                
                (12,964
                )
                
                
                (598,922
                )Cash
      flows from investing activities:Acquisition
      of computer equipment
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (2,657
                )Net cash flows from investing
    activities
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (2,657
                )Cash
      flows from financing activities:Proceeds
      from sale of common stock
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                80,010Change
      in deferred registration costs
                
                
                -
                
                
                
                -
                
                
                
                (4,500
                )
                
                
                (11,213
                )Proceeds
      from note payable, long term
                
                
                77,906
                
                
                
                -
                
                
                
                -
                
                
                
                77,906Increase
      (decrease) in loans payable,  related parties
                
                
                332,534
                
                
                
                121,483
                
                
                
                -
                
                
                
                454,018Net cash flows from financing
    activities
                
                
                410,440
                
                
                
                121,483
                
                
                
                (4,500
                )
                
                
                600,720Effect
      of foreign exchange on cash flows
                
                
                1,031
                
                
                
                -
                
                
                
                -
                
                
                
                1,031Net cash flows
                
                
                (11,046
                )
                
                
                (29,608
                )
                
                
                (17,464
                )
                
                
                172Cash
      and equivalents, beginning of period
                
                
                11,218
                
                
                
                40,826
                
                
                
                58,290
                
                
                
                -Cash
      and equivalents, end of period
                
                $
                172
                
                
                $
                11,218
                
                
                $
                40,826
                
                
                $
                172Supplemental
      cash flow disclosures:Cash
      paid for interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Cash
      paid for income taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Non
      cash transactions :Deferred
      registration costs charged against proceeds from sale of
    stock
                
                $
                -
                
                
                $
                11,213
                
                
                $
                -
                
                
                $
                11,213




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




F-6


VIOSOLAR,
  INC.(A
      development stage enterprise)Notes
      to Financial StatementsJuly
      31, 2008, 2007 and 2006




Note
1 - Organization and summary of significant accounting policies:






Following
is a summary of our organization and significant accounting
policies:




Organization and nature of business –VioSolar, Inc. (formerly Sprout Development Inc.) (identified in these
footnotes as “we” or the Company) was incorporated on July 19, 2004, under the
laws of the Province of Alberta, Canada. On June 22, 2007, we
filed Articles of Amendment in the Alberta Corporate Registry to effect a name
change from Sprout Development Inc. to VioSolar, Inc.





We
operate pursuant to the laws of the Province of Alberta, Canada.  We
operate a business and corporate office in Canada.  We have also
established a place of business in Greece, and effective July 24, 2008 have
registered our Company with the local government to undertake business in this
jurisdiction.  We use a July 31 fiscal year for financial
reporting purposes.





The
Company was incorporated with the intention of selling access to software that
delivers a web enabled, collaborative approach to child custody communications
for divorced parents to foster a non-confrontational environment.  We
were unsuccessful in implementing that business plan, and management determined
to look for other business opportunities during the fiscal year ended July 31,
2007.





On March
14, 2007 Mr. Daryl Cozac, the President and a director and Mr. Jim Balsara, the
Secretary, Treasurer and a director resigned as both officers and
directors.  Three new directors were appointed to fill the available
vacancies and appointments to the offices of President and Secretary/Treasurer
were also completed.  Mr. Cozac, the controlling shareholder of our
Company at March 14, 2007, sold a total of 13,990,000 Class A common shares of
the Company to Neranion Holdings Ltd. for cash consideration of $104,940.00.
 The 13,990,000 Class A common shares represented 78% of our then total
issued and outstanding shares.  Subsequent to the year ended July 31,
2007, Neranion Holdings Ltd. gifted a total of 8,990,000 of the Class A common
shares to 44 individuals leaving Neranion Holdings Ltd. with a total of
5,000,000 Class A common shares.  On November 26, 2008, Neranion
Holdings Ltd. sold 5,000,000 shares of the Company’s Class A common stock,,
representing 28% of the total issued and outstanding shares, to Rick Walchuk, a
director and officer of the Company.




Concurrent
with the change of control noted above, the succeeding board of directors
undertook a review of business opportunities in the European Union and
determined that there was a potential market for the development of solar
parks.  The Company’s current business plan is to become a global
marketer of solar energy.  The basic premise of the plan includes the
construction, management, and operation of solar energy parks.  Our
immediate plans are to pursue the establishment of solar energy parks within
Greece.  We plan to take advantage of the numerous incentives in this
sector offered by Greece, following the general policy decided by the European
Union and the relevant directives forwarded to all European Union
members.  VioSolar, Inc. will concurrently pursue cutting edge
technology in the research and development of new, more cost efficient and
energy efficient solar modules.




To date,
our activities have been limited to formation, the raising of equity capital,
and the development of a business plan.  In the current development
stage, we anticipate incurring operating losses as we implement our business
plan.




Basis of presentation -The
accounting and reporting policies of the Company conform to U.S. generally
accepted accounting principles applicable to development stage
enterprises.  The financial statements have been presented in U.S.
dollars, which is our functional currency. Certain items in previous years have
been reclassified to conform to the current year presentation.




F-7


VIOSOLAR,
      INC.(A
      development stage enterprise)Notes
      to Financial StatementsJuly
      31, 2008, 2007 and 2006




Note
1 - Organization and summary of significant accounting policies
(cont’d):




Use of estimates -The
preparation of financial statements in conformity with generally accepted
accounting principles 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 amount of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.




Cash and cash equivalents -For purposes of the statement of cash flows, we consider all cash in
banks, money market funds, and certificates of deposit with a maturity of less
than three months to be cash equivalents.




Accounting for long-lived assets– Impairment of long-lived assets is recognized when the fair value of a
long-lived asset is less than its carrying value.  At the end of the
current year, no impairment of long-lived assets had occurred, in management’s
opinion.




Property and equipment and
depreciation –Property and equipment are stated at cost less accumulated
depreciation computed principally accelerated methods over the estimated useful
lives of the assets.  Estimated lives of depreciable assets are five
years.




Deferred registration costs–
Legal and other expenses related to the filing of a registration statement with
the Securities and Exchange Commission, as described in Note 3 below, have been
charged against the proceeds of the stock offering.




Intangible assets – At or near
inception, we acquired a software license from our majority shareholders in
exchange for common stock.  SEC rules dictate that transfers of
nonmonetary assets to a company by its promoters or shareholders in exchange for
stock prior to or at the time of the Company’s initial public offering should be
recorded at the transferor’s historical cost basis determined under generally
accepted accounting principles.  Since the shareholders had no cost
basis in the license, no value was recorded for it.  During the year
ended July 31, 2007, we abandoned plans to utilize the software.




Fair value of financial instruments
and derivative financial instruments- The carrying amounts of cash,
receivables, and current liabilities approximate fair value because of the short
maturity of these items.  These fair value estimates are subjective in
nature and involve uncertainties and matters of significant judgment, and,
therefore, cannot be determined with precision.  Changes in
assumptions could significantly affect these estimates.  We do not
hold or issue financial instruments for trading purposes, nor do we utilize
derivative instruments in the management of our foreign exchange, commodity
price or interest rate market risks.




Taxes on income - Deferred
income taxes are reported for timing differences between items of income or
expense reported in the financial statements and those reported for income tax
purposes in accordance with applicable Statements of Financial Accounting
Standards regarding Accounting
for Income Taxes.These standards require the use of the
asset/liability method of accounting for income taxes.  Deferred
income tax expenses and benefits are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases, and for tax loss
and credit carryforwards.  Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled.  The Company provides deferred taxes for the estimated future
tax effects attributable to temporary differences and carryforwards when
realization is more likely than not.




F-8


VIOSOLAR,
      INC.(A
      development stage enterprise)Notes
      to Financial StatementsJuly
      31, 2008, 2007 and 2006




Note
1 - Organization and summary of significant accounting policies
(cont’d):




Net income per share of common
stock – We follow FASB Statements pertaining to Earnings per Share, which
require presentation of basic and diluted EPS on the face of the income
statement for all entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the basic EPS computation to
the numerator and denominator of the diluted EPS computation.  In the
accompanying financial statements, basic earnings per share of common stock is
computed by dividing net income by the weighted average number of shares of
common stock outstanding during the period.  Because we experienced an
operating loss during the period, the calculation of diluted earnings per share
did not include stock options described in Note 6, below, as the calculation
would have been antidilutive.




Note 2 – Future
operations:




At July
31, 2008, we were not currently engaged in an operating business and expect to
incur development stage operating losses until we commence operations and
implement our business plan.  At the year ended July 31, 2008, our
current officers performed management services valued at $96,000 ($40,000 –
2007).  To date $29,941 has been paid and $106,059, which remains
outstanding, has been included in “Management fees payable to related
parties” on the accompanying balance sheet.  During the year
ended July 31, 2006, $10,000 was recorded as contributed capital for the value
of management services contributed by the officers and directors for which no
payment was made or shares were issued.  We do not presently have
sufficient capital to implement our business plan which calls for $300,000 in
operating expenses during the forthcoming twelve (12) months.  This
does not take into consideration our plans to pursue operations of our proposed
solar parks.  We believe we will require a minimum of $45,000,000 to
pursue those short term opportunities.  To date, we have been funding
our Company by way of related party loans.  We intend to complete a
stock offering and/or locate suitable financing through loans or other
facilities to allow us to continue as a going concern during this period while
the plans are implemented. At July 31, 2008, we had suffered losses from
development stage activities to date approximating $1,200,000, and had negative
stockholders’ equity of approximately $541,000, all of which raise substantial
doubt about its ability to continue as a going concern.  The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.




Note 3 –
Commitments:




In 2004,
we engaged a financial consulting firm to assist us in filing a registration
statement with the U.S. Securities and Exchange Commission to allow us to offer
stock for sale to the public in order to assist the Company with financing our
originally contemplated business plan.  Our financial consultant
agreed to perform the services necessary to file a Form F-1 with the SEC, and to
file with NASD to obtain an over-the-counter bulletin board listing, for a fixed
fee of $9,000, payable as prescribed milestones were met.  Additional
compensation of $3,000 and 25,000 shares of common stock were paid upon the
consultant’s successful efforts in placing us with a market
maker.  The Form F-1 became effective August 17, 2005, and the OTCBB
listing became effective on November 13, 2006.




These and
other related costs were deferred until the stock offering was completed, at
which time they were charged against the proceeds of the stock
offering.  This charge was recorded during the year ended July 31,
2007, and is reflected in the accompanying statements of stockholders equity
(deficit).




On
October 22, 2007, the Company entered into an investor relations agreement with
an unrelated party for a period of one year for consideration of €3,000 per
month and has granted 100,000 share purchase options exercisable at $2.25 per
share until May 25, 2011.  The contract expired subsequent to the year
ended July 31, 2008 and was not renewed.  The options remain
outstanding. See Note 6 below.




F-9




VIOSOLAR,
      INC.(A
      development stage enterprise)Notes
      to Financial StatementsJuly
      31, 2008, 2007 and 2006





Note
4 – Taxes on Income:


We follow
applicable Statements of Financial Accounting Standards regarding Accounting for Income
Taxes.  Deferred income taxes reflect the net effect of (a)
temporary difference between carrying amounts of assets and liabilities for
financial purposes and the amounts used for income tax reporting purposes, and
(b) net operating loss carryforwards. The Company is subject to income taxes in
Canada and Greece.




No net
provision for Canadian or Greek income taxes have been made in the accompanying
statement of operations because no recoverable taxes were paid
previously.  Similarly, no deferred tax asset attributable to the net
operating loss carryforward has been recognized, as it is not deemed likely to
be realized.




For the
year ended July 31, 2008, the Company is subject to income taxes in Canada and
Greece.  For previous years, we were subject to tax only in
Canada.




The
provision for refundable Canadian income tax consists of the
following:




Year
      Ended
                      
                      
                      Year
    Ended
                      
                      
                      Year
    EndedJuly
      31, 2008
                      
                      
                      July 31, 2007
                      
                      
                      July 31,
      2006Refundable
      Canadian income tax attributable to:Current
      operations
                      
                      $
                      205,000
                      
                      
                      $
                      52,000
                      
                      
                      $
                      8,000Nondeductible
      expenses
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (3,400
                      )Timing
      differences, Stock based compensation
                      
                      
                      (185,000
                      )Less,
      Change in valuation allowance
                      
                      
                      (20,000
                      )
                      
                      
                      (52,000
                      )
                      
                      
                      (4,600
                      )Net refundable amount
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -




The
provision for refundable Greek income tax consists of the
following:




Year
      Ended  July 31,  2008
                    
                    Year
      EndedJuly
      31, 2007
                    
                    Year
      EndedJuly
      31, 2006Refundable
      Greek income tax attributable to:Current
      operations
                    $
                    92,500
                    $
                    -
                    $
                    -Nondeductible
      expenses
                    
                    -
                    
                    -
                    
                    -Less,
      Change in valuation allowance
                    
                    (92,500)
                    
                    -
                    
                    -Net refundable amount
                    $
                    -
                    $
                    -
                    $
                    -




The
cumulative tax effect at the expected rates in Canada and Greece for significant
items comprising our net deferred tax amounts as of July 31, 2008, 2007 and 2006
are as follows:




July
      31, 2008
              July
      31, 2007
              
              July
      31, 2006Canada
      Expected rate 34%
              
              Greece
      Expected rate 25%
              
              Canada
      Expected rate 34%
              
              Greece
              
              Canada
      Expected rate 34%
              
              GreeceDeferred
      tax asset attributable to:Net
      operating loss carryover
              $
              81,000
              $
              92,500
              $
              61,000
              $
              -
              $
              9,200
              $
              -Less,
      Valuation allowance
              
              (81,000)
              
              (92,500)
              
              (61,000)
              
              -
              
              (9,200)
              
              -Net
      deferred tax  asset
              $
              -
              $
              -
              $
              -
              $
              -
              $
              (9,200)
              $
              -


F-10


VIOSOLAR,
      INC.(A
      development stage enterprise)Notes
      to Financial StatementsJuly
      31, 2008, 2007 and 2006





Note
4 – Taxes on Income (continued):




At July
31, 2008, the Company has the following estimated operating losses by
segment:




July
      31, 2008
                
                
                July
      31, 2007
                
                July
      31, 2006Canada
                
                
                Greece
                
                
                Canada
                
                Greece
                
                Canada
                
                GreeceOperating  Loss
                
                $
                603,104
                
                
                $
                370,325
                
                
                $
                153,844
                
                Nil
                
                $
                23,666
                
                Nil




At July
31, 2008, we have approximately $240,000 of net operating loss carry-forwards in
Canada available to reduce taxable income in futures years, that expire
beginning in 2024.




At July
31, 2008, we have approximately $370,000 of future losses for tax purposes in
Greece that do not have an expiration date and which are available to reduce
taxable income in future periods.




Note
5 – Issuance of shares and warrants:




As of
July 31, 2008, the Company had issued shares of its Class A, voting, no par
value common stock as follows:




Price
PerDate
                Description
                
                Shares
                
                
                Price Per
      Share
                
                
                Amount07/19/04
                Shares
      issued for cash and software license*
                
                
                13,990,000
                
                
                $
                0.000000715
                
                
                $
                1007/19/04
                Shares
      issued for cash and software license*
                
                
                10,000
                
                
                $
                0.000000715
                
                
                
                -07/21/04
                Shares
      issued for cash
                
                
                1,875,000
                
                
                $
                0.02
                
                
                
                37,50007/23/04
                Shares
      issued for cash
                
                
                1,300,000
                
                
                $
                0.02
                
                
                
                26,00007/26/04
                Shares
      issued for cash
                
                
                625,000
                
                
                $
                0.02
                
                
                
                12,50007/28/04
                Shares
      issued for cash
                
                
                200,000
                
                
                $
                0.02
                
                
                
                4,00007/31/07
                Deferred
      registration costs charged against proceeds
                
                
                -
                
                
                
                -
                
                
                
                (11,213
                )07/31/08
                Cumulative
      Totals
                
                
                18,000,000
                
                
                
                
                
                
                $
                68,797




*
Restricted shares issued to officers of the Company were subscribed and issued
at July 31, 2004, but not paid.  The subscriptions were fully paid on
September 9, 2004.  Pursuant to EITF Abstract 85-1, the issuance of
the shares has been recorded at July 31, 2004.  In connection with the
issuance of these shares, we also received an exclusive software license for a
divorced-parent, child-time-management software concept.  We have
determined that the software license had no fair value at the time of
issuance.  Moreover, SEC rules dictate that transfers of non-monetary
assets to a company by its promoters or shareholders in exchange for stock prior
to or at the time of the Company's initial public offering should be recorded at
the transferors' historical cost basis determined under generally accepted
accounting principles.  Therefore, since the shareholders had no cost
basis in the license, capital stock has been credited only in the amount of the
cash received.




In
connection with the sale of 4,000,000 shares for cash noted above, we also
issued 4,000,000 warrants to the same purchaser.  The warrants became
effective on August 17, 2005, concurrent with the effective date of the Form F-1
that we filed, and expired one year later.  They allowed the holder to
purchase 1 share of common stock for each 2 warrants tendered, at a price of
$0.10 per share.  Under certain circumstances, based on the
performance of our stock on the open market, we could have redeemed the warrants
for $0.0001 per share.  At the time of issuance, management determined
that the warrants did not have any fair market value.  None of the
warrants were exercised by their expiration date, and thus expired unexercised
on August 17, 2006.




F-11





VIOSOLAR,
      INC.(A
      development stage enterprise)Notes
      to Financial StatementsJuly
      31, 2008, 2007 and 2006




Note
5 – Issuance of shares and warrants (continued):




We are
also authorized to issue an unlimited number of Class B voting common shares,
Class C non-voting common shares, and Class D non-voting common shares, and
5,000,000 shares of Class E non-voting preferred shares.  None of
these other classes of shares had been issued at the date of the financial
statements.




Note
6 – Stock options and stock awards




Stock
Options and Stock Awards





In the
fiscal year ending July 31, 2007, the Company’s Board of Directors and
shareholders approved the Company’s Stock Option and Stock Award Plan [the “2007
Plan”] for up to 2,700,000 options. The 2007 Plan provides for the granting of
restricted stock awards and option s to purchase common stock in the Company to
officers, directors, employees, and consultants. Pursuant to the 2007 Plan,
options are granted at $2.25 and have a term not to exceed five years. All
options and awards are subject to various vesting schedules.





The
following table summarizes information concerning stock options outstanding as
of July 31, 2008:





For
      the year endedJuly
      31, 2008
                
                
                July
      31, 2007Shares
                
                
                Weighted
      Average Exercise Price
                
                
                Shares
                
                
                Weighted
      Average Exercise PriceOutstanding
      at beginning of the year
                
                
                —
                
                
                $
                —
                
                
                
                —
                
                
                $
                —Granted
                
                
                1,715,000
                
                
                
                2.25
                
                
                
                —
                
                
                
                —Exercised
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —Expired
      or cancelled
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —Outstanding
      at end of year
                
                
                1,715,000
                
                
                $
                2.25
                
                
                
                —
                
                
                $
                —





Exercise
      Price
                
                
                Number
      Outstanding
                
                
                Weighted
      Average Remaining Contractual Life
                
                
                Number
      Subject to Exercise$
                2.25
                
                
                
                100,000
                
                
                
                1.5
                
                
                
                100,000$
                2.25
                
                
                
                807,500
                
                
                
                3.0
                
                
                
                807,500$
                2.25
                
                
                
                807,500
                
                
                
                3.5
                
                
                
                807,500Total
                
                
                
                1,715,000
                
                
                
                3.15
                
                
                
                1,715,000





Restricted
stock awards are granted subject to certain restrictions, including in some
cases service conditions. The grant-date fair value of restricted stock awards,
which has been determined based upon the market value of the Company’s shares on
the grant date, is expensed over the vesting period.


F-12


VIOSOLAR,
      INC.(A
      development stage enterprise)Notes
      to Financial StatementsJuly
      31, 2008, 2007 and 2006





Note
6 – Stock options and stock awards (continued)





Stock
Options and Stock Awards (continued):





The
following table summarizes information on the Company’s restricted
stock:





Shares
              
              
              Weighted
      Average
                Grant
      Date
                Fair
      ValueUnvested,
      at July 31, 2007
              
              
              -
              
              
              
              -Granted
              
              
              685,000
              
              
              $
              1.80Vested
              
              
              -Forfeited
              
              
              -Unvested,
      end of year
              
              
              685,000
              
              
              
              1.80





The
Company recognized stock-based expense of $544,067 in 2008. The following table
summarizes information related to stock compensation expense recognized in the
income statement:





(In
      thousands)
                
                2008
                
                
                2007General
      and administrative
                
                $
                455
                
                
                $
                -Investor
      relations
                
                
                89
                
                
                
                -Stock-based
      compensation expense
                
                $
                544
                
                
                $
                -





Unrecognized
compensation expense related to outstanding stock options as of July 31, 2008
was $1,658,355 and is expected to be recognized $1,265,209 and $393,146 in 2009
and 2010, respectively. Unrecognized compensation expense related to outstanding
restricted stock awards as of July 31, 2008 was $359,625 and is expected to be
recognized $256,875 and $102,750 in 2009 and 2010, respectively.





If not
previously exercised or canceled, options outstanding at July 31, 2008 will
expire as follows:





Range
      of Exercise Prices
                
                
                Weighted
      Average ExerciseHigh
                
                
                Low
                
                
                Shares
                
                
                PriceYear
      Ending July 31, 2011
                
                
                2.25
                
                
                
                2.25
                
                
                
                100,000
                
                
                
                2.25Year
      Ending July 31, 2013
                
                
                2.25
                
                
                
                2.25
                
                
                
                1,615,000
                
                
                
                2.251,715,000





Valuation
Assumptions


The
Company uses the Black-Scholes option-pricing model (“Black-Scholes model”) to
determine the fair value of stock options as of the grant date. The fair value
of stock options under the Black-Scholes model requires management to make
assumptions regarding projected employee stock option exercise behaviors,
risk-free interest rates, volatility of the Company’s stock price and expected
dividends.





The
expense recognized for options granted under the 2007 Plan is equal to the fair
value of stock options as of the grant date. The following table presents the
range of the weighted average fair value of options granted to directors and
employees and the related assumptions used in the Black-Scholes model for stock
option grants made during fiscal years 2008 and 2007:


F-13


VIOSOLAR,
      INC.(A
      development stage enterprise)Notes
      to Financial StatementsJuly
      31, 2008, 2007 and 2006





Note
6 – Stock options and stock awards (continued)





Stock
Options and Stock Awards (continued):





Options
      Granted2008
                
                
                2007Fair
      value of options granted
                
                $
                1.80
                
                
                
                -Assumptions
      used:Expected
      life (years) (a)
                
                
                1.50
      – 3.50
                
                
                
                -Risk
      free interest rate (b)
                
                
                2.43%
      - 2.69
                %
                
                
                -Volatility
      (c)
                
                
                120.02
                %
                
                
                -Dividend
      yield (d)
                
                
                0.00
                %
                
                
                -





a)
            Expected life: The
      expected term of options granted is determined using the “shortcut” method
      allowed by SAB No.107. Under this approach, the expected term is presumed
      to be the mid-point between the vesting date and the end of the
      contractual term.b)
            Risk-free interest
      rate: The rate is based on the U.S. Treasury zero-coupon yield
      curve on the grant date for a maturity similar to the expected life of the
      options.c)
            Volatility: The
      expected volatility of the Company’s common stock is calculated by using
      the historical daily volatility of the Company’s stock price calculated
      over a period of time representative of the expected life of the
      options.d)
            Dividend yield: The
      dividend yield rate is not considered in the model, as the Company has not
      established a dividend policy for the
stock.





Note
7 – Related party transactions





As at
July 31, 2008 the Company owed $299,999 ($40,319 – 2007) including accrued
interest, to a director of the Company for funds advanced for operations. On
July 31, 2008, the Board of Directors approved a series of promissory notes
bearing interest at 5% per annum. As a result of the agreements, the Company has
accrued interest totaling $6,721 in respect of amounts advanced to the close of
the fiscal year.





During
the fiscal year ended July 31, 2008, the Company accrued management fees
totaling $96,000 ($40,000 – 2007) to two directors of the Company, being Rick
Walchuk and Michael Soursos.  During the current year the Company paid
a total of $29,941 towards outstanding fees payable to Michael Soursos from the
prior and current period.





During
the fiscal year ended July 31, 2008, the Company received an advance of $499
from a Company for which a director acts as a consultant.  This
advance is not evidenced by a written agreement, does not bear interest, and is
due on demand.





During
fiscal year ended July 31, 2008 the Company accrued invoices for services
totaling $18,181(2007 - $4,879) from a Company for which a director acts as a
consultant.  This amount is included in accounts payable – related
party.





During
the years ended July 31, 2008 and 2007 respectively, we incurred $72,000 and
$36,000 in rent under a month to month sublease for office space with Bruca
Trading, Limited.  At July 31, 2008 and July 31, 2007, $36,000 was
unpaid under the agreement, and is included in Loans From Related Parties on the
accompanying balance sheets.  Two directors of the Company also act as
consultants to Bruca Trading Ltd.


F-14


VIOSOLAR,
      INC.(A
      development stage enterprise)Notes
      to Financial StatementsJuly
      31, 2008, 2007 and 2006





Note
8 – Note payable, long term:




On June
23, 2008, we borrowed €50,000 (US $78,793) from Mr. Christos Grigoriou, a
resident of Echalia, Trikala, Greece. The loan is due in full on May 23, 2010,
bears interest at 10% per annum, payable at maturity on May 23, 2010, and is
unsecured.  At July 31, 2008, the outstanding loan balance was €50,000
(US$77,906), and interest accrued was €833 (US$1,307).




Note
9 - New accounting pronouncements:




The
following recent accounting pronouncements:





FASB
Statements


·
            Number
      148, Accounting for
      Stock-Based Compensation – Transition and Disclosure – an amendment of
      FASB Statement No. 123,


·
            Number
      149, Amendment of
      Statement 133 on Derivative Investments and Hedging
      Activities,


·
            Number
      150, Financial
      Instruments with Characteristics of Both Liabilities and
      Equity,


·
            Number
      151, Inventory Costs –
      an amendment of ARB 43, Chapter
4,


·
            Number
      152, Accounting for Real
      Estate Time-Sharing Transactions – an amendment of FASB Statements No. 66
      and 67,


·
            Number
      153, Exchanges of
      Nonmonetary Assets – an amendment of APB Opinion No.
      29,


·
            Number
      154, Accounting for
      Changes and Error Corrections – a replacement of APB Opinion No. 20 and
      FASB Statement No. 3,


·
            Number
      155, Accounting for
      Certain Hybrid Financial Statements – an amendment of FASB Statements No.
      133 and 140,


·
            Number
      156, Accounting for
      Servicing of Financial Assets – an amendment of FASB Statement No.
      140,





and
FASB Interpretations


·
            Number
      45, Guarantor’s
      Accounting and Disclosure Requirements for Guarantees, Including Indirect
      Guarantees of Indebtedness of Others – and Interpretation of FASB
      Statements No. 5, 57, and 107 and rescission of FASB Interpretation No.
      34,


·
            Number
      46, Consolidation of
      Variable Interest Entities – an Interpretation of ARB No.
      51,


·
            Number
      47, Accounting for
      Conditional Asset Retirement
Obligations,


·
            Number
      48, Accounting for
      Uncertainty in Income Taxes,





are not
currently expected to have a material effect on our financial
Statements.




F-15




ITEM
19.                      EXHIBITS





Exhibit
      Number
            Exhibit
      Description
            Filed3.1
            Articles
      of Incorporation
            Incorporated
      by reference to the Exhibits filed with VioSolar, Inc.’s Form F-1 on
      February 16, 2005.3.2
            Articles
      of Amendment, amending the name of the Corporation and the restrictions on
      share transfers
            Incorporated
      by reference to the Exhibit filed with VioSolar, Inc.’s Form 6-K filed on
      July 16, 20073.3
            Bylaws
            Incorporated
      by reference to the Exhibits filed with VioSolar, Inc.’s Form F-1 filed on
      October 14, 20044.1
            Stock
      Option and Stock Award Plan approved and adopted by the Board of Directors
      and Stockholders June 21, 2007
            Filed
      herewith10.1
            Consulting
      Agreement with International Securities Group, Ltd., dated August 6,
      2004
            Incorporated
      by reference to the Exhibits filed with VioSolar, Inc.’s Form F-1 filed on
      February 26, 2005.10.2
            Office
      Sublease Agreement between Bruca Trading Limited and the
      Company
            Incorporated
      by reference to the Annual Report filed on Form 20-F on February 15,
      2008.12.1
            Certification
      required by Rule 13a-14(a) or Rule 15d-14(a) – Chief Executive
      Officer
            Filed
      herewith12.2
            Certification
      required by Rule 13a-14(a) or Rule 15d-14(a) – Chief Financial
      Officer
            Filed
      herewith13.1
            Certification
      required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter
      63 of Title 18 of the United States code (18 U.S.C. 1350) – Chief
      Executive Officer
            Filed
      herewith13.2
            Certification
      required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter
      63 of Title 18 of the United States code (18 U.S.C. 1350) – Chief
      Financial Officer
            Filed
      herewith


36


SIGNATURES






The
registrant hereby certifies that it meets all the requirements for filing on
Form 20-F and that it has duly caused and authorized the undersigned to sign
this annual report on its behalf.






VIOSOLAR,
INC.




Per:  /s/ Rick
Walchuk




Rick
Walchuk


President,
Chief Executive Officer, and Director


(Principal
Executive Officer)




Dated:
February 12, 2009




37