UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



Form 10-K



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

ACT OF 1934



For the fiscal year ended December 31, 2008



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

ACT OF 1934



Commission file number: 0-49632



Solanex Management Inc.

(Name of small business issuer in its charter)





Nevada98-0361151(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)1500  East Tropicana Avenue
Suite 100
Las Vegas Nevada 89119
(Address of principal executive offices)(888) 678-9446
(Issuer's phone number)




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

None



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

100,000,000 shares of common stock, par value $0.001 per share



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



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [   ]



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act   Yes [  ] No [X]



State issuers revenues for its most recent fiscal year: $nil



State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days.  $2,441,468





State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date. 15,460,080 common shares as of February 28, 2009



Transitional Small Business Disclosure Format:  Yes [ ]   No [ X ]







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TABLE OF CONTENTS



Part I

Page

Item 1 Description of Business



3

Item 2 Description of Property

7

Item 3 Legal Proceedings

8

Item 4 Submission of Matters to a Vote of Security Holders

8



Part II

Item 5 Market for Common Equity and Related Stockholder Matters

8

Item 6 Management's Discussion and Analysis or Plan of Operation

9

Item 7 Financial Statements



15

Item 8 Changes In and Disagreements With Accountants on Accounting and

Financial Disclosure

30

Item 8A Controls and Procedures

30

Item 8B Other Information

31





Part III

Item 9 Directors, Executive Officers, Promoters and Control Persons; Compliance

With Section 16(a) of the Exchange Act

32

Item 10 Executive Compensation

33

Item 11 Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters

34

Item 12 Certain Relationships and Related Transactions

35

Item 13 Exhibits

37

Item 14 Principal Accountant Fees and Services

37



Signatures

38

Certifications

39



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PART I



ITEM 1.  DESCRIPTION OF BUSINESS



Corporate Background



Solanex Management Inc. was incorporated under the laws of the State of Nevada on October 12, 2000 under the name Eco Soil Management Inc. We changed our name to Solanex Management Inc. on December 6, 2001. To date, our activities have been organizational in nature, directed at acquiring our principal assets, raising capital, and implementing measures under our business plan designed to position us to generate revenues.



Our business is divided into three areas: the development, manufacture, and sale of Thermal Destructors; the development, manufacture, and sale of portable Steam Injection System; and searching for and investing in other viable business opportunities, including mineral resource properties.



Thermal Destructors



A Thermal Destructor is a self contained, mobile, soil residue combustion system to be used for cleaning contaminated sites by sterilizing soil. The Thermal Destructor consists of a high efficiency, waste or gas-fired combustion chamber and a new generation exhaust gas, low-pressure drop liquid scrubber effective in trapping pollutants in air emissions. A common use of the Thermal Destructor is what oilfield engineers refer to as post-op dirt burning, the practice of cleaning up hydrocarbon spills at the end of the life of a production well by passing the soil and substrate through a rotary kiln, such as in our device, whereby the hydrocarbons are burned, delivering sterile and cleaned soil and clay residues. We are able to offer customers services for site clean up projects by contracting for such services with ecoTECH Waste Management Systems, (1991) Inc. (ecoTECH), a company to be discussed further in this report.



On October 12, 2000, we acquired a license to certain technology and intellectual property from a group of investors and the developer of the technology, Colin V. Hall, our President and member of our board of directors. The license granted a non-exclusive right to manufacture, market and sell a thermal destructor for on-site soil remediation to industrial, petrochemical and site remediation organizations. The intellectual property acquired included all licensing, modification, marketing, distribution and sales rights worldwide in perpetuity. Under the terms of the Agreement and License of Intellectual Property Rights (the Destructor Agreement), Mr. Hall was compensated two thousand ($2,000) dollars plus one million five hundred thousand (1,500,000) shares of our common stock and the investors, a group of ten individuals, were compensated an aggregate of two million (2,000,000) shares of our common stock.  The license granted a royalty payable to Mr. Hall in the amount of seven (7%) percent of gross revenue derived from the sale or use of the soil Thermal Destructor.  We have not commenced commercial operations, have generated no revenues, have no full-time employees, own no real estate and have valued the intellectual property rights at $nil on our balance sheet for accounting purposes.



Since our organization and initial acquisition, we have struggled to raise money to develop our acquired technology and finance our business plan.  In adapting to a lack of financing, we have engaged in a number of measures to stay in business.  For example, we shifted focus from



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manufacturing our thermal destructor at a cost of around $750,000 to less expensive pursuits under our business plan including financing marketing efforts in order to stimulate demand for our product.  In an effort to reduce cash expenditures, our management has served without compensation and we have successfully negotiated stock payments in lieu of cash to repay several of our trade creditors and loans provided by our shareholders.  Although these efforts have served to maintain our company as a going concern, we have not been able to create enough investor interest in our original concept to sustain long-term business operations.



The original Destructor Agreement provided that the license may be revoked if we do not manufacture at least one Thermal Destructor within three (3) years of the licensing date.  We did not meet the manufacturing requirement; however, the Destructor Agreement was subsequently renewed on a month to month basis.



As a consequence of our inability to finance our business plan, we have been looking for companies with better access to financing to partner with and better expose our technology to its intended market.  ecoTECH has assisted us in our quest to develop our technologies.  We have also been analyzing and searching for synergistic business opportunities that will allow us to utilize our existing technology in other business applications.  Our Steam Injection technology, described below, is an example of these efforts.  We have also searched out other business opportunities as well and used our contacts within the industry to diversify our business plan to attract financing.



Our Arrangement with ecoTECH



ecoTECH Waste Management Systems, (1991) Inc.  (web URL http://www.etwm.ca), is a Federal Canadian private company (presided over by Mr. Hall), that has owned the Intellectual Property rights to the Thermal Destructor since October 12, 2000.



On October 1, 2002 we entered into a joint venture agreement with ecoTECH.  Under that agreement, we agreed to shed certain business and administrative responsibilities including product manufacturing, inventory maintenance, and website development, thereby enabling our company to concentrate more fully on marketing and sales efforts.  Most integral under the agreement, we contracted the responsibility of manufacturing the Thermal Destructor to ecoTECH. In consideration for the services provided by ecoTECH, we are required to pay $100,000 (which has been paid) to ecoTECH  in cash or shares of stock over the life of the agreement which is three (3) years.



On May 23, 2006 we negotiated with ecoTECH and extended the terms of our original joint venture agreement.  Under the Strategic Alliance Agreement, we defined the marketing responsibilities and, for an initial customer, we agreed to pay $40,000 of the costs associated with these marketing efforts and ecoTECH agreed to bear the balance of such costs. For each subsequent customer, we agreed to bear $50,000 worth of costs or whatever adjusted price is agreed upon between the parties on a later date. ecoTECH remains responsible to build each Thermal Destructor unit for a cost not to exceed $2,000,000 USD per unit. We agreed with ecoTECH to work together to determine revenue sharing arrangements in connection with any sales.



On September 29, 2006, aware that an ongoing relationship between ourselves and ecoTECH was critical to achieving success, ecoTECH assigned to us the full operating license rights to the



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Thermal Destructor and an offshoot technology known as the Steam Injection System in exchange for $2,000.



Steam Injection System



The Steam Injection System is a derivative technology from the original high temperature Thermal Destructor combustion, being developed for use by the oil sands and shale-heavy oil mining industry. It utilizes knowledge gained from the development of the Thermal Destructor to create a quick deployment, mobile high temperature, high pressure steam generation unit system comprising of a train of vehicles.



The Steam Injection System is designed specifically for use in oil fields where high-pressure steam can be injected into the oil formation to soften the material in which the oil is trapped and to help dilute and separate heavy oil from the earth. The injection of steam under high pressure also creates channels and cracks through which the oil can flow to the well. This latter example of application is a tertiary retrieval method, used to capture oil from wells which have already been exhausted via primary and secondary means of oil retrieval.



The most immediate market for a quick-deployment, mobile or short term steam generation and delivery system such as our Steam Injection System is to companies who are in the bitumen/heavy oil exploitation business. Bitumen is a semisolid, degraded, tar-like form of oil that does not flow at normal temperatures and pressures. Bitumen cannot be produced from a well unless it is heated or diluted. Most of today's major commercial on-site projects use steam to heat and dilute the bitumen.



There are two principal methods used under different reservoir conditions. High-pressure steam is injected into the oil sands formation (bitumen deposit) for several weeks. The heat softens the bitumen, while the water vapor helps to dilute and separate the bitumen from the sand grains. The pressure also creates channels and cracks through which the bitumen can flow to the well. When a portion of the reservoir is thoroughly saturated, the steam is turned off and the reservoir "soaks" for several weeks. This is followed by the production phase, when the bitumen flows, or is pumped, up the same wells to the surface. When production rates decline, another cycle of steam injection begins. This process is sometimes called "huff and puff" recovery and only involves vertical wells.



A variation of this method, developed by Shell Canada for the Peace River oil sands, is known as the "soak radial" technique involving a vertical well with four horizontal arms that extend spoke-like into the reservoir. Steam is injected for two months, followed by six to eighteen months of reverse action, during which oil is pumped to the surface through the same horizontal arms. Pairs of parallel horizontal wells, one for steam injection and one for production, make it possible to recover bitumen continuously from such an oil formation.



Current steam generation systems are usually major structures that produce large volumes of steam that is fed to a manifold from which steam pipes lead to an array of wellheads. The steam is forced into the wells where it heats up the porous strata containing the bitumen or heavy oil resource, softening the oil (thermally reducing the viscosity), so it can be released to flow like less dense crude oil. These systems have the limitations of being stationary structures, necessarily over-sized and accordingly expensive. They have a finite range, due to the limitations in pumping steam over long distances to outlying wells, with the attendant dangers of large



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overland pressure pipes subject to damage and potential rupture with the heavy machinery movements in oil field operations. Also, distance results in an unwelcome steam temperature drop in the cold ambient of a Northern Alberta winter.



Our Steam Injection System offers several advantages to the current steam generation systems:

-

Portability,

-

Lower cost to manufacture,

-

Efficiency of burner, and

-

Flexibility of fuel required to create steam.



Because of these advantages, our Steam Injection System can also be used to recover heavy oil from shale deposits. These deposits could not previously be recovered profitably because of the expense of building large, permanent steam generation units. This is yet another untapped market for our Steam Injection System where we plan to focus our marketing efforts.



We estimate that it will require $3,500,000 to create a working prototype Steam Injection System (SIS) to be sold, rented or leased to an oil production company on a weekly, monthly or annual basis. We intend to obtain the required financing for the manufacture of each system from the intended customer. To date we have attracted no customers and have received no investor interest in financing our business plan.



Our Arrangement with ecoTECH



Under the October 1, 2002 joint venture agreement, ecoTECH agreed to search out and advise us on the development of technologies that may complement our business plan with the Thermal Destructor.  In fulfillment of that contractual obligation, on October 12, 2006, ecoTECH signed an Addendum to the May 23, 2006 Strategic Alliance Agreement. For consideration of $2,000 paid to ecoTECH the parties agreed to expand our business relationship to include the Steam Injection System, a portable high temperature steam generation technology, and to jointly develop and market SISs for use across North America. Our marketing costs and revenue sharing provisions under the Strategic Alliance Agreement apply with equal force to both the Thermal Destructors and the Steam Injection System technology.



Mineral Resource Properties



We have considered implementing steps which may include taking our company into a new channel of business by way of actively seeking investment opportunities in mineral resource properties. Such opportunities have previously become available to us through our network of contacts in the mineral resources sector.  During 2006, we turned down an opportunity to acquire an option interest in a sand and gravel deposit for payment of up to $75,000 over four years and the issuance of up to 2,000,000 shares of common stock. Management believed that acquiring the option at that stage was premature in our development and would divert needed capital away from our core business pursuits. However, we intend to continue our search in the resources sector and seize the right opportunity when our capital position permits.



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Competition



Many of our potential competitors have longer operating histories, larger customer or user bases, greater brand recognition and significantly greater financial, marketing and other resources than we do as we attempt to enter the marketplace.  In addition, existing competitors may be acquired by, receive investments from, or enter into other commercial relationships with, larger well-established and well-financed companies. Competitors have and may continue to adopt aggressive pricing or availability policies and devote substantially more resources to technology and methodology development than we do.



Intellectual Property



We recognize the need to file patents, trademarks and trade names on the unique features of the technology we are developing. We currently hold no such registrations of any intellectual property. We believe that we hold significant patentable technology and intend to apply for intellectual property protection through patents once our capital position permits such actions.



Government Regulation



There are no specific government regulations known to us, other than standard business practice, law and conduct, which may affect us in following our business plan. The use of our products may be subject to regulation by one or more U.S. federal agencies, including the Federal Trade Commission and the Environmental Protection Agency. These activities also may be regulated by various agencies of the states, localities and foreign countries in which potential applications of the technology are located.



Numerous U.S. federal and state government agencies have demonstrated significant activity in promoting environmental protection and enforcing other regulatory and disclosure statutes. Additionally, it is possible that new laws and regulations may be enacted with respect to soil remediation.  The adoption of such laws or regulations and the applicability of existing laws and regulations may impair our growth and result in a decline in our prospects.



Employees



Currently, we have no employees and rely solely upon our officers and directors to provide management and further our affairs. Management devotes only a portion of their time to the affairs of our company. We contract with individuals and companies to meet our needs for field operations, promotional materials, administration and other products and services.



ITEM 2.  DESCRIPTION OF PROPERTY



We currently maintain an office in two locations. The Companys official address is 1555 East Flamingo Road, #440, in Las Vegas, Nevada. Mr. Hall, our President, works out of his facilities located at 1786 Angus Campbell Road, Abbotsford, British Columbia.



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ITEM 3.  LEGAL PROCEEDINGS



We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.



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



No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the fourth quarter of the fiscal year ended December 31, 2008.



PART II



ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



Market Information



We are a reporting company with the United States Securities and Exchange Commission: our shares of common stock are quoted on the OTCBB.



Holders of Our Common Stock



As of February 28, 2009 there were 15,460,080 shares of common stock outstanding, held by 51 shareholders of record.



Dividend Policy



To date, we have not paid any dividends on our common stock and do not expect to declare or pay any dividends on our common stock in the foreseeable future. Payment of any dividends will be dependent upon future earnings, if any, our financial condition, and other factors as deemed relevant by our Board of Directors.



Recent Sales of Unregistered Securities



During the last fiscal year, the Company issued 1,200,000 shares for services valued at $120,000 and issued 2,226,350 shares in settlement of debt of $222,635. See Note 6 to our audited financial statements for the fiscal year ended December 31, 2008 for more information on previous sales of unregistered securities. No such sales involved the use of an underwriter.



Equity Compensation Plans



On July 21, 2004 we registered our Performance Stock Plan (the Plan) under the Securities Act of 1933 (the Act) for up to 1,000,000 stock options which may be granted to employees, directors and consultants.  We have not granted any stock options since inception and there were no stock options outstanding as of December 31, 2008.









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ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Forward-Looking Statements



Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.   These forward-looking statements generally are identified by the words believes, project, expects, anticipates, estimates, intends, strategy, plan, may, will, would, will be, will continue, will likely result, and similar expressions.  We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.  Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.



Plan of Operation



Our plans for the next 12 months related to our Thermal Destructor and our Steam Injection System are currently secondary to pursuing financing.



Our Steam Injector System is designed to aid in heavy oil and bitumen retrieval using technology derived from the Thermal Destructor. In order to focus our resources in marketing the Steam Injection System for its intended purpose and to cross-market our Thermal Destructor for potential clients in the same industry (oil production) that are in need of soil contamination cleanup on their old oil fields, we must obtain sufficient funding to cover our projected working capital requirements. The Company continues to seek out other opportunities in the resource sector which may become available to the Company and which may be funded at levels of funding attainable by the Company.



Product Development



We are behind in our schedule but we intend to finalize the technical designs for our Steam Injection System within the next twelve months, at which time we will begin the sale and manufacture of Steam Injection Systems to oil companies who do or could utilize steam injection



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as a method to recover oil held in Bitumen or oil sands. Our marketing program will begin in earnest prior to the completion of the finalization of our technical designs.



During the coming year, we will also seek out other applications for our technology, and may modify our product development plans based on new applications and opportunities that arise.



We expect ecoTECH to:

·

provide services that include analyses of operation of field units, in connection with our Thermal Destructor) operation; and

·

be a liaison with site engineers for specifications of our Steam Injection System.

·

design promotional materials and displays and assist management with the overall design of the Steam Injection System, its presentation and technology. We have a verbal arrangement to compensate our designer and expect to incur roughly $40,000 on our designer over twelve months once we commence the program. Colin Hall, the Companys president, will oversee the overall project, including design, marketing and finance.



Manufacturing



During the next year, we plan to contract with third parties to manufacture and assemble our Steam Injection System according our technical specifications. There are a number of manufacturing facilities capable of producing technical products of this type and size. We have made initial arrangements with TS2000-Star Vehicle Technologies Inc. (www.ts2000-star.com), a company that has production facilities under construction in Malakwa, British Columbia in a joint venture with Heromin, the North American arm of Yituo China Manufacturing Group (YTO).  YTO is a large company in China with approximately 52,000 employees (www.yto.com.cn). We are currently pursuing bids from other manufacturing companies, and intend to sign a contract with at least one company in the coming year.



The TS2000/Heromin Joint Venture has indicated that it may open a U.S. facility in the Free Trade Zone at the Port of Bellingham, once the Canadian operation is running smoothly in about 18 months. With assembly in Bellingham of components manufactured in China (heavy steel components) and others in the United States (controls, computer systems and electronics), an alliance with this manufacturer should prove be very advantageous in our U.S. operations and our Master USA license guarantees exclusivity to U.S. clients.



Because our Steam Injection System requires a significant amount of capital to manufacture, we will not maintain a standing inventory of products. As is customary with companies that develop and manufacture large construction and/or mining equipment, each unit will be made to order, manufactured to the customers specifications in order to meet their unique needs. This not only provides the most appropriate product to our customer, but allays our need to tie up large amounts of capital in inventory.



When a customer purchases one of our Steam Injection Systems, we plan to send a field operations specialist to their operations site. Our specialist will interview the customers engineers, survey the operations site, and collect other relevant data. He will then provide our technicians and our contract manufacturer with 3D terrain and site modeling and design specifications based upon the customers needs. As our liaison with the customers site engineers, he will provide information such as required delivery temperatures and pressures, and



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pumping distances. He will also help determine the number of systems we will need to supply to meet the customers needs for a particular operations site.



Marketing



To date, interest in our technology has been generated through the direct efforts of our executive officer, Mr. Hall, with engineers and engineering firms servicing the oil production industry in North America. Through this contact, Mr. Hall has been able to generate some positive interest in our technology. Additionally, Mr. Hall is commencing a program to identify marginal oil shale opportunities, from which oil could not previously be profitably recovered because of the high fixed costs associate with building large, permanent steam-generation units. By offering access to our technology, which will make oil recovery from such properties a profitable operation, Mr. Hall is seeking joint ventures with oil firms to bring those oil shale deposits into production.



In the next twelve months, we intend to continue to use the services of Mr. Hall to sell our technology, seeking joint ventures as well as direct sales. If future sales justify the expense, however, we may employ sales personnel to market our products to potential customers. These representatives will be responsible for soliciting, selecting and securing opportunities within a particular regional territory. We expect to pay such representatives on a commission basis, with commissions depending on the size of the sale. We expect to provide service and support to our representatives, including advertising, technical data sheets, design services (usually bespoke and on a fee basis), and sales materials. We do not intend to incur the costs of representation personnel in the next twelve months unless our revenues are enough to absorb the cost of these personnel, especially as it will be some months before we have field-ready systems to offer.



Access International Matting (AIM) and Heromin Machinery (Canada) will assist Mr. Hall in the development of an overall project marketing plan and a project financial plan. The intention is to have the first customer finance their initial plant, which it is anticipated will take nine months to build. AIM has recently employed three people to develop the Heromin market and the Company is to be represented by AIM on an ad-hoc, commission only basis. A web site describing Solonex Management's services is under construction and will be linked from the TS2000, ecoTECH, Heromin and AIM sites.



We are also currently working with engineering firms that are connected with steam stimulation or steam-assisted gravity drainage projects in Alberta, Canada. We hope to secure an agreement in the next 12 months with one or more of these firms on a project in Alberta.  We anticipate that an engineering firm will help us provide consulting on engineering and product application needs, audit the finished systems performance, and with proven performance, thereafter recommend the system to the firms clients, with an option to invest in, or take over the program.



Financing Plans



The completion of our business plan for the next twelve months is contingent upon us obtaining additional financing. As of December 31, 2008 we had cash in the amount of $959. We have forecasted expenditures of $150,000 for the next twelve months. Therefore, we will require financing to pursue our business plan for the next twelve months. We plan to offer equity securities in an exempt offering as a means of meeting our financial requirements over the next twelve months. Although neither Colin Hall,  ecoTECH Waste Management Systems, (1991)



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Inc.  nor any other shareholders or third parties have any legal obligations to infuse additional capital, it is anticipated that each party will continue to do so as reasonably necessary by providing short-term demand loans carrying a market interest rate. If we are unable to obtain additional financing, our business plan will be significantly delayed or will fail. Should this failure to finance occur the Company would abandon its current business plan.



We have not contacted any broker-dealers or other parties regarding our financing plans but may do so during 2009. We have not identified any broker-dealers to assist in our financing efforts.  Currently, we believe we have the required funds to cover our expenses through the end of April 2009 and anticipate the requirement for $78,000 over the next twelve months to cover administrative expenses. Currently, the Company is approaching private investors for the potential financing of the Company.



·

Results of Operations



For the 2008 fiscal year, we incurred a loss in the amount of $219,857 compared to a loss of $141,668 in the previous year. Both years losses are a result of organizational expenses and expenses associated with setting up a company structure to begin implementing our business plan.



We have paid consultants in cash and shares of our common stock in the process of evaluating our technologys business potential and incurred costs of $150,000 during the year ended December 31, 2008 to that end (compared to $45,574 during 2007). We anticipate that until these procedures are completed, we will not generate revenues, and may continue to operate at a loss thereafter, depending upon the performance of the business.



At the fiscal year ended December 31, 2008 we had spent an accumulated total of $100,000 towards the research and development of our technology (no change from December 31, 2007). During the period from October 12, 2000 (date of incorporation) through December 31, 2008, we received no revenues.



We have no commitments for capital expenditures. In the process of carrying out our business plan, we may determine that we cannot raise sufficient capital to support our business on acceptable terms, or at all.



Liquidity and Capital Resources



We remain in our developmental stage and, since inception, have experienced no significant change in liquidity or capital resources. We expect to carry out our plan of business as discussed above. The officers and directors of our company will serve without compensation until we successfully achieve a source of revenue.



The expenses of implementing our business plan will exceed our current available funds.  We will have to obtain additional funding through an offering of our securities or through capital contributions from our stockholders.  From inception to date, we have settled $189,772 of accounts payable by the issuance of 4,608,075 shares of our common stock. We settled loans payable in the amount of $127,000 for the issuance of 1,044,300 shares, issued 1,200,000 shares for services valued at $120,000 and issued 2,227,000 shares for $179,770 in cash.





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During the year ended December 31, 2008 we raised $42,000 in loans and paid $5,000. $200,000 of loans were converted to common stock in 2008 leaving loans outstanding of $10,500 at December 31, 2008 (compared to $173,500 at December 31, 2007). Since we do not anticipate generating significant revenues over the next year, we intend to depend upon equity financing through private placement offerings of our common stock to fund the implementation of our business plan.  Over the longer term, two to five years, we expect to fund our operations through a combination of revenues from the operation of our business and through additional equity financing. To date, we have generated $nil revenue.



We will need additional capital to carry out our business plans. No commitments to provide additional funds have been made by management or other stockholders or investors.  Accordingly, there can be no assurance that any additional funds will be available on terms acceptable to us or at all.



Off Balance Sheet Arrangements



As of December 31, 2008 there were no off balance sheet arrangements.



Going Concern



Since inception, we have suffered recurring losses and net cash outflows from operations, and at December 31, 2008, have a working capital deficiency of $195,428 (2007 - $318,206).  We expect to continue to incur substantial losses as we develop our business plan. Since inception, we have funded operations through common stock issuances and accounts payable in order to meet our strategic objectives.  Management believes that sufficient funding will be available to meet our business objectives including anticipated cash needs for working capital and is currently evaluating several financing options.  However, there can be no assurance that we will be able to obtain sufficient funds to continue the development of, and if successful, to commence the sale of our products under development.  As a result of the foregoing, there exists substantial doubt about our ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Critical Accounting Policies



In December 2001, the SEC requested that all registrants list their three to five most critical accounting polices in the Management Discussion and Analysis. The SEC indicated that a critical accounting policy is one which is both important to the portrayal of a companys financial condition and results, and requires managements most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We believe that the following accounting policies fit this definition.



a) Technology Development Costs

The costs to acquire and develop new technology and enhancements to existing technology are expensed as incurred until such time as technological feasibility is demonstrated.



b) 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



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the financial statements, and the reported amounts of revenues and expenses during the periods. Actual results could differ from these estimates.



c) Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with Statement of Financial Accounting Standards (SFAS) No. 128  Earnings Per Share (SFAS 128).  Under the provisions of SFAS No. 128, basic loss per share is computed using the weighted average number of common stock outstanding during the period.  Diluted loss per share is computed using the weighted average number of common and potentially dilutive common stock outstanding during the period.  The basic and diluted loss per share are the same as any exercise of options or warrants would be anti-dilutive.



d) Foreign Currency Translation

The Companys functional currency is the U.S. dollar.  Transactions in foreign currency are translated into U.S. dollars as follows:

i. monetary items at the rate prevailing at the balance sheet date;

ii. non-monetary items at the historical exchange rate;

iii. revenue and expense items at the average rate in effect during the applicable accounting period.



e) Income Taxes

The Company has adopted SFAS No. 109  Accounting for Income taxes (SFAS 109).  This standard requires the use of an asset and liability approach for financial accounting, and reporting on income taxes.  If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.



f) Financial Instruments

The Companys financial instruments consist of cash, accounts payable and accrued liabilities, and loans payable.

Unless otherwise noted, it is managements opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.  The fair values of these financial instruments approximate their carrying values, unless otherwise noted.

The Company has adopted SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.  This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity.  SFAS No. 150 requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances).  The financial instrument affected includes certain obligations that can be settled with shares of stock.



g) Stock Based Compensation

The Company has elected to account for stock-based employee compensation arrangements in accordance with the provisions of SFAS No. 123R, as amended by SFAS No. 148 as described above. In addition, in accordance with SFAS No. 123R, the Company applies the fair value method using the Black-Scholes option-pricing model in accounting for options granted to consultants. Compensation expense is recognized immediately for past services and pro-rata for future services over the option-vesting period. To December 31, 2008, the Company has not granted any stock options.







14





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ITEM 7.  FINANCIAL STATEMENTS



SOLANEX MANAGEMENT INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

(Stated in U.S. Dollars)



Report of Independent Registered Public Accounting Firm

16



Balance Sheets as at December 31, 2008 and
2007

17



Statements of Operations for the years ended December 31, 2008 and 2007 and for the period from inception October 12, 2000 to December 31,
2008

18



Statements of Cash Flows for the years ended December 31, 2008 and 2007 and for the period from inception October 12, 2000 to December 31, 2008

19



Statement of Stockholder's Deficit for the period from inception October 12, 2000 to
December 31, 2008

20



Notes to Financial
Statements

21



15





---







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Board of Directors

Solanex Management, Inc.

Las Vegas, Nevada



We have audited the accompanying balance sheet of Solanex Management, Inc. (A Development Stage Company) at December 31, 2008 and 2007 and the related statements of operations, stockholders' (deficit) and cash flows for the years then ended and for the cumulative period from October 12, 2000 (date of inception) to December 31, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.



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



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Solanex Management, Inc. at December 31, 2008 and 2007 and the results of its operations and its cash flows for the years then ended and from October 12, 2000 (inception) through December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has recorded significant losses from operations, and is dependent on financing to continue operations, which together 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 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.







Chisholm, Bierwolf & Nilson, LLC

Bountiful, Utah

March 30, 2008















16





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SOLANEX MANAGEMENT, INC.(A Development Stage Company)Balance SheetsASSETSDecember 31,December 31,20082007CURRENT ASSETSCash$959$12,061Prepaid expense-1,147Total Current Assets95913,208TOTAL ASSETS$959$13,208LIABILITIES AND STOCKHOLDERS' (DEFICIT)CURRENT LIABILITIESAccounts payable and accrued expenses$180,887$139,124Payable to related parties5,00018,790Promissory notes payable10,500173,500Total Current Liabilities196,387331,414Total Liabilities196,387331,414COMMITMENTS AND CONTINGENCIES--STOCKHOLDERS' (DEFICIT)Preferred shares: $0.001 par value, 20,000,000 sharesauthorized, none outstanding--Common shares: $0.001 par value, 100,000,000shares authorized: 15,460,080 and 12,033,750 sharesissued and outstanding, respectively15,46012,034Additional paid-in capital734,214395,005Deficit accumulated during the development stage(945,102)(725,245)Total Stockholders' (Deficit)(195,428)(318,206)TOTAL LIABILITIES AND STOCKHOLDERS'(DEFICIT)$959$13,208The accompanying notes are a integral part of these financials statements.










17





---



SOLANEX MANAGEMENT, INC.(A Development Stage Company)Statements of OperationsSince InceptionFor the Year EndedThroughDecember 31,December 31,December 31,200820072008REVENUES$-$-$-COST OF SALES---GROSS PROFIT---OPERATING EXPENSESGeneral and Administrative33,78637,568186,458Consulting fees150,00045,574343,389Foreign exchange loss7671,0754,229Office and rent3,83619,045153,824Professional fees28,49634,510150,334Research and development--100,000Total Operating Expenses216,885137,772938,234LOSS FROM OPERATIONS(216,885)(137,772)(938,234)OTHER INCOME (EXPENSE)Interest expense(2,972)(3,896)(6,868)LOSS BEFORE INCOME TAXES(219,857)(141,668)(945,102)INCOME TAX EXPENSE-NET LOSS$(219,857)$(141,668)$(945,102)BASIC LOSS PER SHARE$-0.02$-0.01WEIGHTED AVERAGE NUMBEROF SHARES OUTSTANDING12,296,57312,033,730The accompanying notes are a integral part of these financials statements.










18





---



SOLANEX MANAGEMENT, INC.(A Development Stage Company)Statements of Stockholders' (Deficit)From Inception on October 12, 2000 through December 31, 2008DeficitAccumulatedAdditionalDuring theTotalCommon StockPaid-InStockDevelopmentStockholders'SharesAmountCapitalSubscriptionStageEquityBalance, October 12, 2000-$-$-$-$-$-(Date of inception)Common stock issued for expensespaid October 2000 at $0.001 per share1,500,0001,500---1,500Common stock issued for technologyOctober 2000 at $0.001 per share3,500,0003,500---3,500Net loss for the yearended December 31, 2000----(10,758)(10,758)Balance December 31, 20005,000,0005,000--(10,758)(5,758)Net loss for the yearended December 31, 2001----(470)(470)Balance December 31, 20015,000,0005,000--(11,228)(6,228)Net loss for the yearended December 31, 2002----(26,972)(26,972)Balance December 31, 20025,000,0005,000--(38,200)(33,200)Common stock issued for cashin 2003 at $0.01 per share310,0003102,790--3,100Common stock issued for debtin 2003 at $0.04 per share2,548,7252,54994,390--96,939Stock cancelled December 2003(750,000)(750)750---Net loss for the yearended December 31, 2003----(120,637)(120,637)Balance December 31, 20037,108,7257,10997,930-(158,837)(53,798)Common stock issued for debtin April 2004 at $0.04 per share419,30041916,353--16,772Share subscriptions---85,228-85,228Net loss for the yearended December 31, 2004----(116,609)(116,609)Balance December 31, 20047,528,0257,528114,28385,228(275,446)(68,407)Common stock issued for cashin September 2005 at $0.04 per share2,130,7052,13183,097(85,228)--Share subscriptions---15,000-15,000Net loss for the yearended December 31, 2005----(78,151)(78,151)Balance December 31, 20059,658,7309,659197,38015,000(353,597)(131,558)Common stock issued for cashin February 2006 at $0.10 per share1,000,0001,00099,000(15,000)-85,000Common stock issued for cashin February 2006 at $0.04 per share375,00037514,625--15,000Common stock issued for debtin June 2006 at $0.04 per share250,0002509,750--10,000Common stock issued for cashin September 2006 at $0.10 per share750,00075074,250--75,000Net loss for the yearended December 31, 2006----(229,980)(229,980)Balance December 31, 200612,033,73012,034395,005-(583,577)(176,538)Net loss for the yearended December 31, 2007----(141,668)(141,668)Balance December 31, 200712,033,73012,034395,005-(725,245)(318,206)Common stock issued for servicesin 2008 at $0.10 per share1,200,0001,200118,800--120,000Common stock issued for debtin 2008 at $0.10 per share2,226,3502,226220,409--222,635Net loss for the yearended December 31, 2008----(219,857)(219,857)Balance December 31, 200815,460,080$15,460$734,214$-$(945,102)$(195,428)The accompanying notes are a integral part of these financials statements.












19





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SOLANEX MANAGEMENT, INC.(A Development Stage Company)Statements of Cash FlowsSince InceptionFor the Year EndedThroughDecember 31,December 31,December 31,200820072008OPERATING ACTIVITIESNet loss$(219,857)$(141,668)$(945,102)Adjustments to reconcile net loss tonet cash used by operating activities:Common stock issued for services120,000-127,387Changes in operating assets and liabilities:Prepaid expenses1,147(1,147)-Accounts payable and accrued expenses50,60816,079303,791Net Cash Used in Operating Activities(48,102)(126,736)(513,924)INVESTING ACTIVITIESPurchase of fixed assets---Net Cash Used in Investing Activities---FINANCING ACTIVITIESProceeds from loans payable42,00045,000257,272Repayment of loans payable(5,000)-(5,000)Issuance of common stock--264,998Net Cash Provided by Financing Activities37,00045,000517,270FOREIGN CURRENCY EFFECT ON CASH--(2,387)NET DECREASE IN CASH(11,102)(81,736)959CASH AT BEGINNING OF PERIOD12,06193,797-CASH AT END OF PERIOD$959$12,061959SUPPLEMENTAL DISCLOSURES OFCASH FLOW INFORMATIONCASH PAID FOR:Interest$-$-$-Income taxes$-$-$-NON CASH FINANCING ACTIVITIES:Common stock issued for technology$-$-$3,500Common stock issued for debt$200,000$-$226,772Common stock issued for payables$22,635$-$119,404Common stock issued for services$120,000$-$120,000The accompanying notes are an integral part of these financial statements.








20





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SOLANEX MANAGEMENT INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008 and 2007

(Stated in U.S. Dollars)



1.

NATURE OF OPERATIONS AND GOING CONCERN



a)

Development Stage Company

Solanex Management Inc.  (the Company) was incorporated in the State of Nevada on October  12,  2000 under the name EcoSoil Management Corp. and is in its early  developmental stage.  The Company changed its name to Solanex Management Inc. on December 6, 2001.  To date, the Companys only activities have been organizational, directed at acquiring a principal asset, raising initial capital and developing its business plan accordingly, the Company is classified as a development stage enterprise in accordance with SFAS No. &.



The Company intends to develop and market technology specializing in high temperature soil remediation, as well as portable high temperature steam generation technology for the resource and environmental industries.  Systems include a portable high temperature burner system and high temperature burner gasifier systems.



b)

Going Concern

Since inception, the Company has suffered recurring losses, net cash outflows from operations, and at December 31, 2008 has a working capital deficiency of $195,428 (2007 - $141,668).  The Company expects to continue to incur substantial losses as it develops its business plan. Since inception, the Company has funded operations through common stock issuances and accounts payable in order to meet its strategic objectives.  Management believes that sufficient funding will be available to meet its business objectives including anticipated cash needs for working capital and is currently evaluating several business and financing options.  However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of, and if successful in obtaining sufficient funds, to commence the sale of its products under development.  As a result of the foregoing, there exists substantial doubt about the Companys ability to continue as a going concern.  These financial statements do not include any adjustments that might result from the outcome of this uncertainty.



2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



a)

Technology Development Costs

The costs to acquire and develop new technology and enhancements to existing technology are expensed as incurred until such time as technological feasibility is demonstrated.



b)

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 amounts of revenues and expenses during the periods. Actual results could differ from these estimates.



c)

Income Taxes

The Company has adopted SFAS No. 109  Accounting for Income taxes (SFAS 109).  This standard requires the use of an asset and liability approach for financial accounting, and reporting on income taxes.  If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.



21





---

SOLANEX MANAGEMENT INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008 and 2007

(Stated in U.S. Dollars)



2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



d)

Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with Statement of Financial Accounting Standards (SFAS) No. 128  Earnings Per Share (SFAS 128).  Under the provisions of SFAS No. 128, basic loss per share is computed using the weighted average number of common stock outstanding during the period.  Diluted loss per share is computed using the weighted average number of common and potentially dilutive common stock outstanding during the period.  Basic and diluted loss per share are the same as any exercise of options or warrants would be anti-dilutive. The Company currently has no common stock equivalents. Earnings per share have been calculated as follows:

2008

2007

Numerator:

Net loss

$219,857        $141,668

Denominator:

Weighted average number of shares issued   12,296,593     12,033,730

Earnings (loss) per share

$(0.02)            $(0.01)



e)

Foreign Currency Translation

The Companys functional currency is the U.S. dollar.  Transactions in foreign currency are translated into U.S. dollars as follows:

i)

monetary items at the rate prevailing at the balance sheet date;

ii)

non-monetary items at the historical exchange rate;

iii)

revenue and expense items at the average rate in effect during the applicable accounting period.



f)

Financial Instruments

The Companys financial instruments consist of cash, accounts payable and accrued liabilities, and loans payable.



Unless otherwise noted, it is managements opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.  The fair value of these financial instruments approximate their carrying values, unless otherwise noted.



The Company has adopted SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.  This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity.  SFAS No. 150 requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances).  The financial instruments affected includes certain obligations that can be settled with shares of stock.



g)

Stock Based Compensation



In 2005, the Company adopted the fair value based method of accounting for stock-based employee compensation in accordance with Statement of Financial Accounting Standards Number 123 (REVISED 2004), "Share-Based Payment"  (SFAS 123[R]). The Company uses the Black-Scholes valuation model to value and record expenses relative to share based payments when granted and vested.







22





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SOLANEX MANAGEMENT INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008 and 2007

(Stated in U.S. Dollars)



2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



h)   Cash and Cash Equivalents

Cash and cash equivalents consist of commercial accounts, trust accounts and interest-bearing bank deposits and are carried at cost, which approximates current value. Items are considered to be cash equivalents if the original maturity is three months or less.



i)

Capital Structure

The Company has two classes of stock.  Preferred stock, 20,000,000 shares authorized, zero issued. Voting rights and liquidation preferences have not been determined. The Company also has voting common stock of 100,000,000 shares authorized, with 15,460,080 shares issued and outstanding.  No dividends were paid in the 2008 and 2007 fiscal years, nor in any prior years.



3.

RECENT ACOUNTING PRONOUNCEMENTS



In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (FSP EITF 03-6-1). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, Earnings per Share. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial positionand results of operations if adopted.



In May 2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60.SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of  premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Companys financial position, statements of operations, or cash flows at this time.



In May 2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles.SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOBs amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Companys financial position, statements of operations, or cash flows at this time.



In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activitiesan amendment of FASB Statement No. 133.This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related



23





---

SOLANEX MANAGEMENT INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008 and 2007

(Stated in U.S. Dollars)



3.

RECENT ACOUNTING PRONOUNCEMENTS (Continued)

hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entitys financial position, financial

performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its financial position, results of operations or cash flows.



In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment.  In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for plain vanilla share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Companys financial position, results of operations or cash flows.



In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB No. 51.  This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Companys financial position, results of operations or cash flows.



In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations. This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141.  This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a



24





---

SOLANEX MANAGEMENT INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008 and 2007

(Stated in U.S. Dollars)



3.

RECENT ACOUNTING PRONOUNCEMENTS (Continued)

gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements.  The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Companys financial position, results of operations or cash flows.



In February 2007, the FASB, issued SFAS No. 159,The Fair Value Option for Financial Assets and LiabilitiesIncluding an Amendment of FASB Statement No. 115.  This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entities first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements.  The Company adopted SFAS No. 159 beginning March 1, 2008. The adoption of this pronouncement did not have an impact on the Companys financial position, results of operations or cash flows.



4.

LICENSE AND TECHNOLOGY RIGHTS



On October 12, 2000 the Company acquired a license to certain technology and intellectual property from Colin V. Hall, the developer of the technology, and a group of investors. The license granted a non-exclusive right to manufacture, market and sell a thermal destructor (soil Remediator) for on site remediation to industrial, petrochemical and site remediation organizations.  The technology and intellectual property acquired included all licensing, modification, marketing, distribution and sales rights worldwide in perpetuity.  Under the terms of the Agreement and License, a cash payment of $2,000 was made on behalf of the Company and the Company issued 3,500,000 shares of common stock.



On October 1, 2002, the Company entered into a joint venture agreement (the Agreement) with ecoTECH Waste Management Systems, (1991) Inc.(ecoTECH) to design the systems for the soil Remediator and provide marketing and business concept expertise.  Under the terms of the Agreement, ecoTECH will evaluate, improve and complete the assets of the Company, and market and/or find customers for the assets of the Company.  Furthermore, ecoTECH will search for, recommend and advise the Company on the acquisition of further technology, complementary to the current business direction and assets of the Company.  In consideration for the services provided by ecoTECH, the Company is required to pay $100,000 to ecoTECH over the life of the contract (3 years), in cash or common stock. As of December 31, 2006, the Company had paid $85,500 to ecoTECH, and the remaining $14,500 is included in accounts payable and accrued liabilities.  This agreement is being  renegotiated by both parties.



25





---

SOLANEX MANAGEMENT INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008 and 2007

(Stated in U.S. Dollars)



4.

LICENSE AND TECHNOLOGY RIGHTS(Continued)

On May 23, 2006, the Company entered into a joint venture with ecoTECH (the Strategic Alliance Agreement) to develop a portable soil remediation system to clean soils contaminated by industrial use.  The Company agreed to pay $40,000 in marketing costs for the initial customer (increasing to $50,000 for each subsequent customer).



Further, ecoTECH agreed to build portable high temperature burner units for a cost not to exceed $2 million per unit.  The Company would then be the exclusive distributor under revenue sharing arrangements to be negotiated.



On October 12, 2006, the Company and ecoTECH signed an addendum to the Strategic Alliance Agreement, whereby, in consideration for $2,000 to be paid to ecoTECH, the parties agreed to expand their business relationship to include portable high temperature steam generation technology and to market portable high temperature burner gasifier systems. The Companys president, Colin Hall, is also a principal of ecoTECH.  The Company has not recorded any capitalized costs for any licensed technology at December 31, 2008.



5.   PROMISSORY NOTES PAYABLE

The promissory notes are unsecured and bear no interest and are due on demand.

2008



2007

Promissory note  unsecured, bears interest at 2% and

due on demand

$         -

$5,000

Promissory note  unsecured, bears interest at 2% and

due on demand

-

7,000

Promissory note  unsecured, bears interest at 2% and

due on demand

-

8,000

Promissory note  unsecured, bears interest at 2% and

due on demand

-

5,000

Promissory note  unsecured, bears interest at 2% and

due on demand

-

6,000

Promissory note  unsecured, bears zero interest at 2%

and due on demand

-

12,500

Promissory note  unsecured, bears zero interest  and

due on demand

10,500

-

Promissory note  unsecured, bears interest at 2% and

due on demand

-

50,000

Promissory note  unsecured, bears interest at 2% and

due on demand

-

35,000

Promissory note  unsecured, non interest bearing and

due on demand

-

25,000

Promissory note  unsecured, non interest bearing and

due on demand

-

20,000



Total

$  10,500

$173,500



During the year ended December 31, 2008, the Company issued 2,226,350 shares of common stock in satisfaction of $222,635 of promissory notes



26





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SOLANEX MANAGEMENT INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008 and 2007

(Stated in U.S. Dollars)



6.

CAPITAL STOCK



No preferred shares have been issued. The preferred shares have been authorized without terms. The terms of the preferred shares will be set by the Companys board of directors as, if and when the preferred shares are issued.



On October 12, 2000, the Company issued 3,500,000 shares of common stock at $0.001 per share in compensation for the acquisition of a license agreement to certain technology and intellectual property, and issued 1,500,000 shares of common stock at $0.001 per share in compensation for organizational expenses.



In 2003, the Company issued 310,000 restricted shares of common stock at $0.01 per share pursuant to a private placement in the amount of $3,100, and issued 281,725 free trading and 2,267,000 restricted shares of common stock for settlement of a $96,939 payable.



On December 1, 2003, the Company acquired and cancelled 750,000 restricted shares of common stock for the consideration of $1.00.



On April 12, 2004, the Company issued 419,300 shares of common stock at $0.04 per share in settlement of $16,772 in promissory notes payable.



On September 30, 2005, the Company recorded the issuance of 2,130,705 common shares at $0.04 per share in settlement of share subscriptions received by the Company on October 1, 2004.



On February 9, 2006, the Company issued 1,000,000 shares of common stock at $0.10 per share pursuant to a private placement in the amount of $100,000 and issued 375,000 shares for cash at $0.04 in the amount of $15,000.



On June 9, 2006, the Company issued 250,000 shares of common stock at $0.04 per share in settlement of a $10,000 promissory note payable.



On September 28, 2006, the Company issued 750,000 restricted shares of common stock at $0.10 per share pursuant to a private placement in the amount of $75,000.



On December 3, 2008, the Company issued 1,200,000 restricted shares of common stock at $0.10 per share for services valued at $120,000.



On December 3, 2008, the Company issued 2,226,350 restricted shares of common stock at $0.10 per share for debt in the amount of $222,635.



7.

STOCK OPTIONS



On July 21, 2004, the Company registered its Performance Stock Plan (the Plan), under the Securities Act of 1933 (the Act), for up to 1,000,000 stock options, which may be granted to employees, directors and consultants.  The Company has not granted any stock options since inception and there were no stock options outstanding as of December 31, 2008.





27





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SOLANEX MANAGEMENT INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008 and 2007

(Stated in U.S. Dollars)



8.

RELATED PARTY TRANSACTIONS AND AMOUNTS OWING



During the year ended December 31, 2008 the Company carried out a number of transactions with related parties in the normal course of business. These transactions were recorded at their exchange amount, which is the amount of consideration established and agreed to by the related parties.



Except as disclosed elsewhere in these notes, following are related party transactions and amounts owing:



During the year ended December 31, 2008,  $18,790 of related party debt was converted to common stock at $0.10 per share. As of December 31, 2008, $5,000 was owing to the President of the Company



The Company currently has no employees and relies upon its officers and directors to further its affairs.  The officers and directors provide services to the Company without any compensation.



9.   INCOME TAXES

The Financial Accounting Standards Board (FASB) has issued Financial  Interpretation No. 48, Accounting for Uncertainty in Income Taxes-An Interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements in accordance with FASB Statement No. 109, Accounting  for Income Taxes. FIN 48 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of FIN 48, the Company performed a review of its material tax positions. At the adoption date of January 1, 2007, the Company had no unrecognized tax benefit which would affect the effective tax rate.



A reconciliation of statutory federal income tax rates to the Companys effective tax rate is as follows:

|                                 |      |          |   |         
|-------------------------------- | ---- | -------- | - | --------
|                                 | 2008 | 2007    
|                                 |      |          |   |         
|Expected tax recovery at 34%     | $    | (74,751) | $ | (48,167)
|Common stock issued for services |      | 40,800   |   | -       
|Change in valuation allowance    |      | 33,951   |   | 48,167  
|Income tax provision             | $    | -        | $ | -       



Deferred tax assets at December 31 were as follows:

|                              |      |           |   |          
|----------------------------- | ---- | --------- | - | ---------
|                              | 2008 | 2007     
|                              |      |           |   |          
|Gross tax deferred asset      |      |           |   |          
|Operating loss carry forwards | $    | 278,023   | $ | 244,072  
|Valuation allowance           |      | (278,023) |   | (244,072)
|                              |      |           |   |          
|Net deferred tax asset        | $    | -         | $ | -        



The Company has net operating losses carried forward of approximately $818,000 (2007 - $718,000) and has provided a full valuation allowance due to the uncertainty of the utilization of the benefits of these losses which begin to expire in 2021.



28





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SOLANEX MANAGEMENT INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008 and 2007

(Stated in U.S. Dollars)



10.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS



The Company has no significant contractual obligations or commitments with any parties respecting executive compensation, consulting arrangements, rental premises or other matters, except as disclosed elsewhere in these notes.  Management services provided and rental of premises are on a month to month basis.

2008                     2007

Rent paid

$3,800

$16,700







29





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



There are no reportable disagreements on accounting or financial disclosure issues.



In February 2008 the Company engaged Chisholm, Bierwolf, Nilson & Morrill, LLC to audit the Company's financial statements for the year ended December 31, 2007.  Prior to its engagement, the Company had not consulted with Chisholm, Bierwolf, Nilson & Morrill, LLC with respect to: (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company's financial statements; or (iii) any matter that was either the subject or disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(iv) of Regulation S-K). The Board of Directors of the Company approved the change in accountants described herein and Chisholm, Bierwolf, Nilson & Morrill, LLC performed the audit of the Company's December 31, 2007 financial statements.



ITEM 8A. CONTROLS AND PROCEDURES



We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2008.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Mr. Colin V. Hall.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2008, our disclosure controls and procedures are effective.  There have been no significant changes in our internal controls over financial reporting during the quarter ended December 31, 2008 that have materially affected or are reasonably likely to materially affect such controls.



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



Limitations on the Effectiveness of Internal Controls



Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that



30





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breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.



ITEM 8B. OTHER INFORMATION



Managements Report on Internal Control Over Financial Reporting.



Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:



§

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;



§

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and



§

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on the financial statements.



Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.  It is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.  It also can be circumvented by collusion or improper management override.



Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.  However, these inherent limitations are known features of the financial reporting process.  Therefore, it is possible to design into the process certain safeguards to reduce, thought not eliminate, this risk.  Management is responsible for establishing and maintaining adequate internal control over our financial reporting.



Based upon their assessment, management has concluded that our internal control over financial reporting was effective as of and for the year ended December 31, 2007.













31





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PART III



ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS



This table sets forth the name, age and position of each director and executive officer of the Company:



|              |     |                               
|------------- | --- | ------------------------------
|Name          | Age | Position(s) and Office(s) Held
|Colin V. Hall | 63  | President and Director        



Colin V. Hall  Director

Mr. Hall was born and educated in England, and has diplomas in design, graphics, technology and management. He is an innovative designer of chemical and pollution abatement processing systems and machinery, thermal devices, power generation systems, heavy vehicles, transport and handling equipment, machinery and processing systems for the past 25 years.  Over the past 15 years his abilities have been directed towards the development of fully integrated systems for waste management, reduction and processing. He is a recognized expert in the design and development of environmental control and processing systems. He led the development and promotion of the Western Renewable Fuels project for four years in the 1990's.  Mr. Hall has been President of EcoTerra Remediation Systems Inc. for the last two years, and is the CEO of ecoTECH Waste Management Systems, (1991) Inc., a company he founded in 1980. He designed ecoTECH's integrated system for waste management, reduction and processing and has made many improvements on existing designs for components of environmental remediation systems.



Significant Employees



Mr. Todd Ingram was the Secretary of our company and performed administrative functions. He has a Bachelors of Business Administration and has completed studies in advanced Business Management. He has a varied background with public and private companies working in marketing, sales, and advanced administration including setup and design of corporate structure. Mr. Ingram was paid $nil in consulting fees during the year ended December 31, 2008 ($nil during 2007).



Family Relationships



There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.



Involvement in Certain Legal Proceedings



To  the best of our knowledge, during the past five years, none of the following  occurred  with  respect  to a present or former director, executive officer, or  employee: (1) any bankruptcy petition filed by or against any business  of which such person was a general partner or executive officer either at  the  time  of the bankruptcy or within two years prior to that time; (2) any



32





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conviction in a criminal  proceeding  or  being subject to a pending criminal proceeding  (excluding  traffic  violations and other minor offences); (3) being subject  to  any order, judgment or decree, not subsequently reversed, suspended or  vacated,  of  any  court  of  competent  jurisdiction,  permanently  or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in  any  type of business, securities or banking activities; and (4) being found by  a  court  of  competent  jurisdiction  (in  a  civil action), the SEC or the Commodities  Futures  Trading  Commission  to  have  violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.



Audit Committee



We do not have a separately-designated standing audit committee.  The entire board of directors performs the functions of an audit committee, but no written charter governs the actions of the board of directors when performing the functions that would generally be performed by an audit committee. The board of directors approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the board of directors reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.



We do not have an audit committee financial expert because of the size of our company and our board of directors at this time.  We believe that we do not require an audit committee financial expert at this time because we retain outside consultants who possess these attributes.



For the fiscal year ending December 31, 2008 the board of directors:

Reviewed and discussed the audited financial statements with management, and

Reviewed and discussed the written disclosures and the letter from our independent auditors on the matters relating to the auditor's independence.



Based upon the board of directors review and discussion of the matters above, the board of directors authorized inclusion of the audited financial statements for the year ended December 31, 2008 to be included in this Annual Report on Form 10-KSB and filed with the Securities and Exchange Commission.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Companys equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company.  Officers, directors and greater than ten percent beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.  To the best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended December 31, 2008 the following persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during fiscal year ended December 31, 2007:





33





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|                                               |                        |                                  |                                       
|---------------------------------------------- | ---------------------- | -------------------------------- | --------------------------------------
|Name and principal position                    | Number of
late reports | Transactions not
timely reported | Known failures to
file a required form
|Colin V. Hall
President and Director           | 0                      | 0                                | 1                                     
|ecoTECH Waste Management
Affiliate Shareholder | 0                      | 0                                | 1                                     



Code of Ethics Disclosure



As of December 31, 2008 we have not adopted a Code of Ethics for Financial Executives, which include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, as required by sections 406 and 407 of the Sarbanes-Oxley Act of 2002. Our management believes that the size of our company and current operations at this time do not require a code of ethics to govern the behaviour of our officers. We anticipate that we will adopt a code of ethics once we are in a position to do so.



ITEM 10.  EXECUTIVE COMPENSATION



The table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended 2008, 2007 and 2006.



|                                                 |                           |            |            |                  |                   |                                            |                                                 |                            |                    
|------------------------------------------------ | ------------------------- | ---------- | ---------- | ---------------- | ----------------- | ------------------------------------------ | ----------------------------------------------- | -------------------------- | -------------------
|SUMMARY COMPENSATION TABLE                      
|Name
and
principal
position                      | Year                      | Salary
($) | Bonus
($)  | Stock
Awards
($) | Option
Awards
($) | Non-Equity
Incentive Plan
Compensation
($) | Nonqualified
Deferred
Compensation
Earnings ($) | All Other
Compensation
($) | Total
($)          
|Colin V. Hall,
President

Todd Ingram, Secretary | 2008
2007
2006

2008
2007 | 0
0
0

0
0 | 0
0
0

0
0 | 0
0
0

0
0       | 0
0
0

0
0        | 0
0
0

0
0                                 | 0
0
0

0
0                                      | 0
6,464
0

0
17,000        | 0
6,464
0

0
17,000







34





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OUTSTANDING
        EQUITY AWARDS AT FISCAL YEAR-END: NoneOPTION AWARDS - Nil
      STOCK AWARDS  NilNumber of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
      Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
      Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
      Option
Exercise
Price
($)
      Option
Expiration
Date
      Number of
Shares or Units of
Stock That
Have Not
Vested
(#)
      Market
Value of
Shares or
Units of
Stock
That
Have
Not
Vested
($)
      Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)
      Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)Colin V. Hall
      0
      0
      0
      0
      0
      0
      0
      0
      0




|                      |                                 |                  |                   |                                            |                                                  |                            |          
|--------------------- | ------------------------------- | ---------------- | ----------------- | ------------------------------------------ | ------------------------------------------------ | -------------------------- | ---------
|DIRECTOR COMPENSATION
|Name                  | Fees Earned or
Paid in
Cash
($) | Stock Awards
($) | Option Awards
($) | Non-Equity
Incentive
Plan
Compensation
($) | Non-Qualified
Deferred
Compensation
Earnings
($) | All
Other
Compensation
($) | Total
($)
|Colin V. Hall         | 0                               | 0                | 0                 | 0                                          | 0                                                | 0                          | 0        





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



The following table sets forth, as of February 28, 2009, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of the our common stock and by the executive officers and directors as a group.  Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 15,460,080 shares of common stock issued and outstanding on February 28, 2009.





|                                               |                                                                                      |                                |                 
|---------------------------------------------- | ------------------------------------------------------------------------------------ | ------------------------------ | ----------------
|Title of class                                 | Name and address
of beneficial owner (1)                                             | Amount of
beneficial ownership | Percent
of class
|Executive Officers & Directors:               
|Common                                         | Colin V. Hall
4567 Prospect Road
North Vancouver, B.C., V7N 3M1, CANADA              | 2,845,000 shares               | 18.4%           
|Total of All Directors and Executive Officers: | 2,845,000 shares                                                                     | 18.4%                         
|More Than 5% Beneficial Owners:               
|Common                                         | ecoTECH Waste Management Systems, 7588 Winston Street
Burnaby, B.C., V5Z 4C2, CANADA | 2,000,000 shares               | 12.9%           



(1) As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct

35

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the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.





ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



Except as disclosed below, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction since the beginning of our last fiscal year on January 1, 2008 or in any presently proposed transaction which, in either case, has or will materially affect us.



On September 29, 2006, ecoTECH Waste Management Systems, (1991) Inc.  (ecoTECH)  a major shareholder of our company and owned by Mr. Colin V. Hall  agreed to assign to us the full rights to the Thermal Destructor and an offshoot technology known as the Steam Injection System in exchange for $2,000.



On October 1, 2002, we entered into a joint venture agreement with ecoTECH. Under that agreement, we agreed to shed certain business and administrative responsibilities including product manufacturing, inventory maintenance, and website development, thereby enabling our company to concentrate more fully on marketing and sales efforts.  Most integral under the agreement, we contracted the responsibility of manufacturing the Thermal Destructor to ecoTECH. In consideration for the services provided by ecoTECH, we are required to pay $100,000 to ecoTECH in cash or shares of stock over the life of the agreement which is three (3) years.  As of December 31, 2007, we have paid $85,500 and accrued $14,500 in accounts payable towards fulfilling our obligations under the agreement.  We are still responsible for these remaining amounts to ecoTECH, and hope to reconcile when we are financially capable of doing so.



On May 23, 2006 we negotiated with ecoTECH and extended the terms of our original joint venture agreement.  Under the Strategic Alliance Agreement, we defined the marketing responsibilities and agreed that the parties will meet and explore a schedule for marketing to prospective customers. For the initial customer, we agreed to pay $40,000 of the costs associated with these marketing efforts and ecoTECH agreed to bear the balance of such costs. For each subsequent customer, we agreed to bear $50,000 worth of costs or whatever adjusted price is agreed upon between the parties on a later date.  ecoTECH remains responsible to build each Thermal Destructor unit for a cost not to exceed $2,000,000 USD per unit. We agreed with ecoTECH to work together to determine revenue sharing arrangements in connection with any sales.



Under the October 1, 2002 joint venture agreement,  ecoTECH agreed to search out and advise us on the development of technologies that may compliment our business direction with the Thermal Destructor.  In fulfillment of that contractual obligation, on October 12, 2006,  ecoTECH signed an Addendum to the May 23, 2006 Strategic Alliance Agreement. In consideration for $2,000 to be paid to ecoTECH, the parties agreed to expand their business relationship to include a portable high temperature steam generation technology (the Steam Injection System) and jointly develop and market portable high temperature burner gasifier



36





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systems for use across North America. Our marketing costs and revenue sharing provisions under the Strategic Alliance Agreement apply with equal force to the Steam Injection System technology.















PART IV



ITEM 13. EXHIBITS



INDEX TO EXHIBITS



|            |                                                                                
|----------- | -------------------------------------------------------------------------------
|Exhibit No. | Description                                                                    
|3.1*        | Amended and Restated Articles of Incorporation dated December 3, 2001          
|3.2*        | Amended and Restated Bylaws dated December 3, 2001                             
|4.1*        | Specimen Common Stock Certificate                                              
|10.1*       | Technology Assignment Agreement, dated September 29, 2006                      
|10.2*       | Strategic Alliance Agreement, dated May 23, 2006                               
|10.3*       | Addendum to Strategic Alliance Agreement, dated October 12, 2006               
|31.1        | Certifications of CEO pursuant to section 302 of the Sarbanes-Oxley Act of 2002
|31.2        | Certifications of CFO pursuant to section 302 of the Sarbanes-Oxley Act of 2002
|32.1        | Certifications pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (CEO) 
|32.2        | Certifications pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (CFO) 



* Previously filed with the SEC.



Reports on Form 8-K: None



ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES



Table of Audit Fees (amounts in US$) billed by our auditors in connection with the audit of the Companys annual financial statements included in our annual report filed on form 10K for the years ended:





37





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|                                                    |                |                    |          |           
|--------------------------------------------------- | -------------- | ------------------ | -------- | ----------
|Financial Statements for the Year Ended December 31 | Audit Services | Audit Related Fees | Tax Fees | Other Fees
|2008                                                | $17,250        | 0                  | 0        | 0         
|2007                                                | $12,000        | 0                  | 0        | 0         
|2006                                                | $18,600        | 0                  | 0        | 0         
|2005                                                | $7,000         | 0                  | 0        | 0         
|2004                                                | $8,250         | 0                  | 0        | 0         
|2003                                                | $3,317         | 0                  | 0        | 0         



SIGNATURES



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



SOLANEX MANAGEMENT INC.





Date: March 30, 2009

By:/s/ Colin V. Hall______

Colin V. Hall: President





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CERTIFICATIONS OF CEO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.1



CERTIFICATIONS



I, Colin V. Hall, certify that



1. I have reviewed this annual report on Form 10-K of Solanex Management Inc;



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



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



4. I, the registrants certifying officer, am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:



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



b) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



c) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has affected, or is reasonably likely to affect, the registrants internal control over financial reporting; and



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



a) All deficiencies and weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and



b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.



March 30, 2009



/s/Colin V. Hall

Colin V. Hall

Acting Chief Executive Officer









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CERTIFICATIONS OF CFO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.2



CERTIFICATIONS



I, Colin V. Hall, certify that



1. I have reviewed this annual report on Form 10-K of Solanex Management Inc;



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



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



4. I, the registrants certifying officer, am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:



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



b) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



c) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has affected, or is reasonably likely to affect, the registrants internal control over financial reporting; and



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



a) All deficiencies and weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and



b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.



March 30, 2009



/s/ Colin V. Hall

Colin V. Hall

Acting Chief Financial Officer





40



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CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.1



CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)



In connection with the Annual Report of Solanex Management Inc., a Nevada corporation (the Company), on Form 10-K for the fiscal year ended December 31, 2008 as filed with the Securities and Exchange Commission (the Report), I, Colin V. Hall, Acting Chief Executive Officer of the Company, do hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to my knowledge:



(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



By:         /s/ Colin V. Hall



Name:    Colin V. Hall



Title:     Acting Chief Executive Officer



Date:     March 30, 2009





[A signed original of this written statement required by Section 906 has been provided to Solanex Management Inc. and will be retained by Solanex Management Inc. and furnished to the Securities and Exchange Commission or its staff upon request.]





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CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.2



CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)



In connection with the Annual Report of Solanex Management Inc., a Nevada corporation (the Company), on Form 10-K for the fiscal year ended December 31, 2008 as filed with the Securities and Exchange Commission (the Report), I, Colin V. Hall, Acting Chief Financial Officer of the Company, do hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to my knowledge:



(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



By:         /s/ Colin V. Hall



Name:    Colin V. Hall



Title:     Acting Chief Financial Officer



Date:     March 30, 2009



[A signed original of this written statement required by Section 906 has been provided to Solanex Management Inc. and will be retained by Solanex Management Inc. and furnished to the Securities and Exchange Commission or its staff upon request.]







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