UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





x
              Quarterly
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934 For the quarterly period ended: November 30, 2008 ̈
              Transition
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934 For the  transition period from _______ to
    _________





Commission
file number: 000-52735





PHOTOVOLTAIC SOLAR CELLS,
INC.


(Exact
name of small business issuer as specified in its charter)





Nevada
                    
                    20-8753132(State
      or other jurisdiction of
                      incorporation
      or organization)
                    
                    (I.R.S.
      Employer
                      Identification
      No.)C/o
      Sichenzia Ross Friedman Ference, LLP61
      Broadway,  32fl, New York, NY
                    
                    10006(Address
      of principal executive offices)
                    
                    (Zip
      Code)





212-930-9700


(Issuer’s
telephone number)





Indicate
by check mark whether the registrant (1) has filed all reports required by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.  x
Yes   ̈
No




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer”, “accelerated filer”, and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. Check One:





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





Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act





x  Yes
                                                ̈  No





APPLICABLE
ONLY TO CORPORATE ISSUERS





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:




CLASS
                  
                  NUMBER OF SHARES
  OUTSTANDINGCommon
      Stock, $0.0001 par value
                  
                  4,944,000
      as of November 30,
2008





DOCUMENTS
INCORPORATED BY REFERENCE:


SB-2
Registration Statement, filed on July 6, 2007 (SEC File
#333-144377)


All
Registrant’s Reports on Form 10-Q and 8-K from July 2007 to November 6, 2008
(SEC File #000-52735)










TABLE OF
CONTENTS





PageDISCLOSURE
      REGARDING FORWARD-LOOKING STATEMENTS
                              
                              3Part  I - FINANCIAL
      INFORMATION
                              
                              F-1Item
      1.
                              Financial
      Statements
                              
                              F-1Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                              
                              4Item
      3.
                              Quantitative
      and Qualitative Disclosures About Market Risk
                              
                              8Item
      4.
                              Controls
      and Procedures
                              
                              8Part  II- OTHER
      INFORMATIONItem
      1.
                              Legal
      Proceedings
                              
                              9Item
      2.
                              Unregistered
      Sales of Equity Securities and Use of Proceeds
                              
                              9Item
      3.
                              Defaults
      Upon Senior Securities
                              
                              9Item
      4.
                              Submission
      of Matters to a Vote of Security Holders
                              
                              9Item
      5.
                              Other
      Information
                              
                              9Item
      6.
                              Exhibits
                              
                              13Signatures




2




Disclosure
Regarding Forward-Looking Statements and Future Prospects





Certain
statements made in this Quarterly Report on Form 10-Q, or made by us in other
reports, filings with the Securities and Exchange Commission, press releases,
conferences or otherwise, are “forward-looking statements” within the meaning of
the Private Securities Litigation Reform Act of 1995. The forward-looking
statements include, without limitation, any statement that may predict,
forecast, indicate or imply future results, performance or achievements, and may
contain the words “believe,” “anticipate,” “expect,” “estimate,” “project,”
“will be,” “will continue,” “will likely result,” “plan,” or words or phrases of
similar meaning.





Forward-looking
statements involve risks, uncertainties or other factors which may cause actual
results to differ materially from the future results, performance or
achievements expressed or implied by the forward-looking statements. These
statements are based on our management’s beliefs and assumptions, which in turn
are based on currently available information. Certain risks, uncertainties or
other important factors are detailed in this Quarterly Report on Form 10-Q and
may be detailed from time to time in other reports we file with the Securities
and Exchange Commission, including on Form 8-K.





Examples
of forward looking statements in this Quarterly Report on Form 10-Q include, but
are not limited to, our expectations regarding our ability to generate operating
cash flows and to fund our working capital and capital expenditure requirements.
Important assumptions relating to the forward-looking statements include, among
others, assumptions regarding demand for our products, pricing levels, the
timing and cost of capital expenditures, competitive conditions and general
economic conditions. These assumptions could prove inaccurate. Although we
believe that the estimates and projections reflected in the forward-looking
statements are reasonable, our expectations may prove to be incorrect. Important
factors that could cause actual results to differ materially from the results
and events anticipated or implied by such forward-looking statements
include:





·
            the risks of a development
      stage company;


·
            the
      availability of additional capital to finance our development;


·
            our
      dependence on management and need to recruit additional
      personnel;


·
            the
      limited trading market for our Common Stock;


·
            advances
      by our competitors for acquisitions;
 and





other risks, including those described
in “Risk Factors” from time to time in any of our Securities and Exchange
Commission filings.





We exist
in a very competitive and rapidly changing environment. New risks emerge from
time to time. It is not possible for us to predict all of those risks, nor can
we assess the impact of all of those risks on our business or the extent to
which any factor may cause actual results to differ materially from those
contained in any forward-looking statement. We believe these forward-looking
statements are reasonable. However, you should not place undue reliance on any
forward-looking statements, which are based on current expectations. Further,
forward-looking statements speak only as of the date they are made, and unless
required by law, we expressly disclaim any obligation or undertaking to update
publicly any of them in light of new information or future events.





In this
Quarterly Report on Form 10-Q, the words “Company,” “the Company,” “PVSO”, “us”,
“we” and “our” refer to Photovoltaic Solar Cells, Inc., a Nevada corporation,
unless the context requires otherwise. References herein to the “Securities Act”
shall mean “The Securities Act of 1933, as amended”; references herein to the
“Exchange Act” shall mean the “Securities Exchange Act of 1934, as
amended”.





3





Part I
  - FINANCIAL INFORMATION





ITEM 1.
 Financial Statements.





PageCondensed
      Balance Sheets, as of November 30, 2008 (Unaudited) and February 29, 2008
      (Audited)
                    
                    F –
      2Condensed
      Statements of Operations for the Three months ended November 30, 2008 and
      2007; for the Nine months ended November 30, 2008; for the period from
      March 28, 2007 (inception) to November 30, 2007; and for the period from
      March 28, 2007 (inception) to November 30, 2008
(Unaudited)
                    
                    F –
      3Condensed
      Statement of Changes in Stockholders’ Equity (Deficit) for the period from
      March 28, 2007 (inception) to November 30, 2008
(Unaudited)
                    
                    F-4Condensed
      Statements of Cash Flows for the Nine months ended November 30, 2008; for
      the period from March 28, 2007 (inception) to November 30, 2007; and for
      the period from March 28, 2007 (inception) to November 30, 2008
      (Unaudited)
                    
                    F-5Notes
      to Condensed Financial Statements
                    
                    F-6  -  F-9





F-1





PHOTOVOLTAIC
SOLAR CELLS, INC.


(A
Development Stage Company)


CONDENSED
BALANCE SHEETS





November 30, 2008
                                
                                
                                February 29, 2008(Unaudited)
                                
                                
                                (Audited)ASSETSCURRENT
      ASSETSCash
      in Bank
                                
                                $
                                —
                                
                                
                                $
                                71,414Prepaid
      Insurance
                                
                                
                                —
                                
                                
                                
                                1,896Prepaid
      Services
                                
                                
                                —
                                
                                
                                
                                120,000Deposit
      on Equipment
                                
                                
                                —
                                
                                
                                
                                5,000TOTAL
      CURRENT ASSETS
                                
                                
                                —
                                
                                
                                
                                198,310OTHER
      ASSETSEquipment
      Under Construction
                                
                                
                                —
                                
                                
                                
                                173,015Intangible
      Assets
                                
                                
                                —
                                
                                
                                
                                64,895TOTAL
      OTHER ASSETS
                                
                                
                                —
                                
                                
                                
                                237,910TOTAL
      ASSETS
                                
                                $
                                —
                                
                                
                                $
                                436,220LIABILITIES
      AND STOCKHOLDERS’EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccrued
      Expenses
                                
                                $
                                10,132
                                
                                
                                $
                                3,293Due
      to Shareholder
                                
                                
                                4,510
                                
                                
                                
                                —Due
      to Officer
                                
                                
                                49,170
                                
                                
                                
                                174,087TOTAL
      CURRENT LIABILITIES
                                
                                
                                63,812
                                
                                
                                
                                177,380TOTAL
      LIABILITIES
                                
                                
                                63,812
                                
                                
                                
                                177,380STOCKHOLDERS'
      EQUITY (DEFICIT)Preferred
      Stock, $0.0001 Par Value;
                                  10,000,000
      shares authorized;
                                  none
      issued and outstanding
                                
                                
                                —
                                
                                
                                
                                —Common
      Stock, $0.0001 Par Value
                                  50,000,000
      shares Authorized;
                                  4,944,000
      and 4,915,000 shares issued and
                                  outstanding,
      respectively
                                
                                
                                494
                                
                                
                                
                                492Additional
      Paid-in Capital
                                
                                
                                413,176
                                
                                
                                
                                373,678Deficit
      Accumulated During the Development Stage
                                
                                
                                (477,482
                                )
                                
                                
                                (115,330
                                )TOTAL
      STOCKHOLDERS' EQUITY (DEFICIT)
                                
                                
                                (63,812
                                )
                                
                                
                                258,840TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                
                                $
                                —
                                
                                
                                $
                                436,220





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





F-2




PHOTOVOLTAIC
SOLAR CELLS, INC.


(A
Development Stage Company)


CONDENSED
STATEMENTS OF OPERATIONS


(UNAUDITED)





Three
                                Months
                                Ended
                                November 30,2008
                              
                              
                              Three
                                Months
                                Ended
                                November 30,
                                2007
                              
                              
                              Nine
                                Months
                                Ended
                                November 30,2008
                              
                              
                              Period from
                                March 28, 2007
                                (inception) To
                                November 30,2007
                              
                              
                              Cumulative
                                Period from
                                March 28,2007
                                (inception) To
                                November 30,2008REVENUES
                              
                              $
                              —
                              
                              
                              $
                              —
                              
                              
                              $
                              —
                              
                              
                              $
                              —
                              
                              
                              $
                              —EXPENSESGeneral
      & Administrative
                              
                              
                              6,315
                              
                              
                              
                              13,410
                              
                              
                              
                              241,127
                              
                              
                              
                              34,467
                              
                              
                              
                              356,457Total
      expenses
                              
                              
                              6,315
                              
                              
                              
                              13,410
                              
                              
                              
                              241,127
                              
                              
                              
                              34,467
                              
                              
                              
                              356,457Loss
      on Disposition of Assets
                              
                              
                              (121,025
                              )
                              
                              
                              —
                              
                              
                              
                              (121,025
                              )
                              
                              
                              —
                              
                              
                              
                              (121,025
                              )Net
      Loss
                              
                              $
                              (127,340
                              )
                              
                              $
                              (13,410
                              )
                              
                              $
                              (362,152
                              )
                              
                              $
                              (34,467
                              )
                              
                              $
                              (477,482
                              )Net
      Loss per Share-Basic and Diluted
                              
                              $
                              (0.03
                              )
                              
                              $
                              (0.00
                              )
                              
                              $
                              (0.07
                              )
                              
                              $
                              (0.01
                              )Weighted
      Average Number of Shares Outstanding -Basic and Diluted
                              
                              
                              4,944,000
                              
                              
                              
                              4,144,176
                              
                              
                              
                              4,925,351
                              
                              
                              
                              4,838,543





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





F-3




PHOTOVOLTAIC
SOLAR CELLS, INC.


(A
Development Stage Company)


CONDENSED
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY  (DEFICIT)


FOR THE
PERIOD FROM MARCH 28, 2007 (inception) THROUGH NOVEMBER 30, 2008


(UNAUDITED)





Common Stock
              
              
              Additional
                Paid-In
              
              
              Deficit
                Accumulated
                During
                Development
              
              
              Total
                Stockholders’Shares
              
              
              Amount
              
              
              Capital
              
              
              Stage
              
              
              EquityCommon
      stock issuedfor
      patent and cashat
      $0.018 per share
              
              
              3,100,000
              
              
              $
              310
              
              
              $
              55,860
              
              
              $
              —
              
              
              $
              56,170Common
      stock issuedfor
      cash at $0.10per
      share
              
              
              100,000
              
              
              
              10
              
              
              
              9,990
              
              
              
              —
              
              
              
              10,000Common
      stock issuedfor
      professionalfees
      at $0.01 pershare
              
              
              850,000
              
              
              
              85
              
              
              
              8,415
              
              
              
              —
              
              
              
              8,500Common
      stock issuedfor
      cash at $0.20per
      share
              
              
              615,000
              
              
              
              62
              
              
              
              122,938
              
              
              
              —
              
              
              
              123,000Shares
      issued at$0.01
      per sharecancelled
      by theboard
      of directors
              
              
              (350,000
              )
              
              
              (35
              )
              
              
              (3,465
              )
              
              
              —
              
              
              
              (3,500
              )Common
      stock issuedin
      exchange forequity
      investment
              
              
              600,000
              
              
              
              60
              
              
              
              179,940
              
              
              
              —
              
              
              
              180,000Net
      loss for initial period ending February 29, 2008
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              (115,330
              )
              
              
              (115,330
              )Balance
      February 29, 2008
              
              
              4,915,000
              
              
              
              492
              
              
              
              373,678
              
              
              
              (115,330
              )
              
              
              258,840Common
      stock issuedfor
      professionalfees
      at $1.50
              
              
              25,000
              
              
              
              2
              
              
              
              37,498
              
              
              
              —
              
              
              
              37,500Common
      stock issuedfor
      cash at $0.50per
      share
              
              
              4,000
              
              
              
              —
              
              
              
              2,000
              
              
              
              —
              
              
              
              2,000Net
      loss for periodending
      November 302008
      (Unaudited)
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              (362,152
              )
              
              
              (362,152
              )Balance
      November 30, 2008  (Unaudited)
              
              
              4,944,000
              
              
              $
              494
              
              
              $
              413,176
              
              
              $
              (477,482
              )
              
              $
              (63,812
              )




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




F-4




PHOTOVOLTAIC
SOLAR CELLS, INC.


(A
Development Stage Company)


CONDENSED
STATEMENTS OF CASH FLOWS


(UNAUDITED)





Nine
                          Months
                          Ended
                          November 30,2008
                        
                        
                        Period from
                          March 28, 2007
                          (Inception) To
                          November 30,2007
                        
                        
                        Cumulative
                          Period from
                          March 28, 2007
                          (Inception) To
                          November 30,2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                        
                        $
                        (362,152
                        )
                        
                        $
                        (34,467
                        )
                        
                        $
                        (477,482
                        )Adjustments
      to reconcile net loss to net
                          cash
      used in operating activities:Issuance
      of equity investments for services
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        180,000Expenses
      paid by officer
                        
                        
                        —
                        
                        
                        
                        15,085
                        
                        
                        
                        15,085Stock
      issued for professional services
                        
                        
                        37,500
                        
                        
                        
                        5,000
                        
                        
                        
                        42,500Loss
      on disposition of assets
                        
                        
                        121,025
                        
                        
                        
                        —
                        
                        
                        
                        121,025Changes
      in operating assets and liabilities:Decrease
      in prepaid services
                        
                        
                        120,000
                        
                        
                        
                        —
                        
                        
                        
                        —Decrease
      in prepaid insurance
                        
                        
                        1,896
                        
                        
                        
                        —
                        
                        
                        
                        —Decrease
      (increase) in deposit on equipment
                        
                        
                        5,000
                        
                        
                        
                        (5,000
                        )
                        
                        
                        —Increase
      in accrued expenses
                        
                        
                        6,839
                        
                        
                        
                        —
                        
                        
                        
                        10,132Net
      cash used in operating activities
                        
                        
                        (69,892
                        )
                        
                        
                        (19,382
                        )
                        
                        
                        (108,740
                        )CASH
      FLOWS FROM INVESTING ACTIVITIES:Acquisition
      of equipment under construction
                        
                        
                        (11,170
                        )
                        
                        
                        (23,771
                        )
                        
                        
                        (13,104
                        )Increase
      in intangible assets
                        
                        
                        (6,953
                        )
                        
                        
                        —
                        
                        
                        
                        (14,853
                        )Net
      cash used for investing activities
                        
                        
                        (18,123
                        )
                        
                        
                        (23,771
                        )
                        
                        
                        (27,957
                        )CASH
      FLOWS FROM FINANCING ACTIVITIES:Advances
      from/(Repayment to) officer, net
                        
                        
                        10,091
                        
                        
                        
                        20,096
                        
                        
                        
                        (3,013
                        )Advances
      from shareholder
                        
                        
                        4,510
                        
                        
                        
                        —
                        
                        
                        
                        4,510Sale
      of common stock
                        
                        
                        2,000
                        
                        
                        
                        133,200
                        
                        
                        
                        135,200Net
      cash provided by financing activities
                        
                        
                        16,601
                        
                        
                        
                        153,296
                        
                        
                        
                        136,697Net
      change in cash
                        
                        
                        (71,414
                        )
                        
                        
                        110,143
                        
                        
                        
                        —Cash,
      beginning of period
                        
                        
                        71,414
                        
                        
                        
                        —
                        
                        
                        
                        —Cash,
      end of period
                        
                        $
                        —
                        
                        
                        $
                        110,143
                        
                        
                        $
                        —NON
      CASH INVESTING ACTIVITIES:Common
      stock issued for patent
                        
                        $
                        —
                        
                        
                        $
                        55,970
                        
                        
                        $
                        55,970Issuance
      of equity investments for services
                        
                        $
                        —
                        
                        
                        $
                        —
                        
                        
                        $
                        (180,000
                        )Common
      stock issued for equity investment
                        
                        $
                        —
                        
                        
                        $
                        —
                        
                        
                        $
                        180,000Transfer
      of assets in settlement of debt to officer
                        
                        $
                        135,000
                        
                        
                        $
                        —
                        
                        
                        $
                        135,000





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





F-5




PHOTOVOLTAIC
SOLAR CELLS, INC.


(A
Development Stage Company)


NOTES TO
CONDENSED FINANCIAL STATEMENTS


NOVEMBER
30, 2008


(UNAUDITED)





Note 1 -
Organization and Summary of Significant Accounting Policies





Organization


Photovoltaic
Solar Cells, Inc. ("we", "us", "our”, “PVSO” or “the Company") was incorporated
in the State of Nevada on March 28, 2007 primarily to engage in manufacturing
solar cells for use as an alternative method of producing energy (i.e.,
electricity).





Nature of
Operations


From its
inception the Company conducted limited operations according to its business
plan, which called for the development of a production line capable of producing
solar cells for resale. Members of management loaned working capital funds to
the Company, along with contributing a variety of Intellectual property, i.e.,
One U.S. Patent and seven patent applications (provisional patents) or Patent
Cooperation Treaty Applications.





During
the current quarter, the sudden and rapid collapse of the energy markets
precipitated our reexamination of the likelihood that the Company had the
ability to raise enough working capital to complete our production equipment and
begin to generate revenues. We determined that the national and international
economic decline made it virtually impossible for Photovoltaic Solar Cells, Inc.
to continue our planned corporate development.





In June
2008 we established a Florida corporation as our wholly owned subsidiary,
Solar-Technologies, Inc. (“Solar-Tech”). Prior to deciding to terminate all
operations, management had, as of September 16, 2008, assigned all of our assets
and corresponding liabilities to Solar-Tech. This transaction was designed to
make PVSO a holding company for energy related assets and simplify future
operations and transactions. As part of its reexamination of the Company’s
business prospects, management reversed this transfer in November and dissolved
the subsidiary.




On
January 7, 2009, the Company entered into a Stock Purchase Agreement and
Indemnification Agreement (the “Agreements”) by and among the Control
Shareholders of the Company, the Company, and the Purchaser, Waterford Capital
Acquisition Co. IX, LLC a Delaware Limited Liability Corporation
(“Waterford”).





Pursuant
to the Agreements, Waterford purchased an aggregate of 4,100,000 previously
issued and outstanding shares of our common stock, comprising approximately 83%
of the issued and outstanding capital stock of the Company, for the aggregate
purchase price of $275,510 (which included the assumption of certain unpaid
company expenses).As
a result of the sale, our officer and director resigned and our current officer
and director was appointed.





As of
January 7, 2009 we are pursuing an acquisition strategy, whereby we will seek to
acquire undervalued businesses with a history of operating revenues in markets
that provide room for growth ("Acquisition Strategy"). We will engage in
identifying, investigating and, if warranted, acquiring companies that will
enhance our revenues and increase shareholder value.




Our
Acquisition Strategy is focused on pursuing a strategy of growth by acquiring
undervalued businesses with a history of operating revenues. We will utilize
several criteria to evaluate prospective acquisitions including whether the
business to be acquired (1) is an established business with viable services or
products, (2) has an experienced and qualified management team, (3) has room for
growth and/or expansion into other markets, (4) is accretive to earnings, (5)
offers the opportunity to achieve and/or enhance profitability, and (6)
increases shareholder value.





F-6





PHOTOVOLTAIC
SOLAR CELLS, INC.


(A
Development Stage Company)


NOTES TO
CONDENSED FINANCIAL STATEMENTS


NOVEMBER
30, 2008


(UNAUDITED)





Note 1 -
Organization and Summary of Significant Accounting Policies
(continued)





Going Concern
Issue


The
financial statements have been prepared on a going concern basis, and do not
reflect any adjustments related to the uncertainty surrounding our recurring
losses or accumulated deficit





We
currently have no revenue source and are incurring losses. These factors raise
substantial doubt about our ability to continue as a going concern.





We will
pursue an acquisition strategy whereby we will seek to acquire businesses with a
history of operating revenues in markets that provide room for growth. We will
engage in identifying, investigating and, if warranted, acquiring companies that
will enhance revenues and increase shareholder value. In the event that our
limited financial resources prove to be insufficient to implement our
acquisition strategy, we will be required to seek additional financing, through
either equity or debt financing.





Basis of
Presentation


The
accompanying interim condensed financial statements as of November 30, 2008 and
for the three month periods and nine months ended November 30, 2008 and 2007
have been prepared by us pursuant to the rules and regulations of the Securities
and Exchange Commission, including Form 10-Q and Regulation S-K. The
information furnished herein reflects all adjustments (consisting of normal
recurring accruals and adjustments), which are, in the opinion of management
necessary to fairly present the operating results for the respective periods.
Certain information and footnote disclosures normally present in annual
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been omitted pursuant to such
rules and regulations. The Company believes that the disclosures provided are
adequate to make the information presented not misleading. These financial
statements should be read in conjunction with the audited financial statements
and explanatory notes for the year ended February 29, 2008 as included in the
Company’s 10-K for that year. The results of the nine months ended November
30, 2008 are not necessarily indicative of the results to be expected for the
full year ending February 28, 2009.





Cash
Equivalents


For
purposes of balance sheet classification and the statement of cash flows, the
Company considers all highly liquid debt instruments purchased with a maturity
of three months or less and any certificates of deposit that do not contain
material early withdrawal penalties to be cash equivalents.





Research and Development
Costs


All
research and development costs were charged to results of operations as
incurred. These expenses relate to the salary of our president and director, Mr.
Lawrence Curtin, in making the patented process and the production line work
properly and are shown as a component of general and administrative expenses in
the statements of operations. For the nine months ended November 30, 2008 and
2007, this amount totaled $22,495 and $0, respectively.





Use of
Estimates


These
condensed financial statements have been prepared in accordance with accounting
principles generally accepted in the United States and, accordingly, require
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results may
differ from such estimates.





F-7




PHOTOVOLTAICSOLAR CELLS,
INC.


(A
Development Stage Company)


NOTES TO
CONDENSED FINANCIAL STATEMENTS


NOVEMBER
30, 2008


(UNAUDITED)





Note 1 -
Organization and Summary of Significant Accounting Policies
(continued)





Net Loss Per
Share


The
Company follows SFAS No. 128, "Earnings Per Share" in calculating the basic and
diluted loss per share. We compute basic loss per share by dividing net loss and
net loss attributable to common shareholders by the weighted average number of
common shares outstanding. Diluted loss per share considers the effect of common
equivalent shares. Our diluted loss per share is the same as the basic loss per
share, for the affect of common equivalent shares would have an anti dilutive
effect.  There were no common share equivalents at November 30, 2008 or
2007.





Reclassifications


Certain
reclassifications have been made to prior period data to conform to the current
presentation. These reclassifications had no effect on net loss or loss per
share.





Recent Accounting
Pronouncements


In May
2008, the FASB issued Statement of Financial Accounting Standards ("SFAS") No.
162, The Hierarchy of Generally Accepted Accounting Principles. This standard is
intended to improve financial reporting by identifying a consistent framework,
or hierarchy, for selecting accounting principles to be used in preparing
financial statements that are presented in conformity with generally accepted
accounting principles in the United States for non-governmental entities. SFAS
No. 162 is effective 60 days following approval by the U.S. Securities and
Exchange Commission ("SEC") of the Public Company Accounting Oversight Board's
amendments to AU Section 411, The Meaning of Present Fairly in Conformity with
Generally Accepted Accounting Principles. We do not expect SFAS No. 162 to have
a material impact on the preparation of our financial statements.





In
February 2007, the Financial FASB issued SFAS No. 159, “Establishing the Fair
Value Option for Financial Assets and Liabilities ("SFAS No. 159").  SFAS
No. 159 was to permit all entities to choose to elect, at specified election
dates, to measure eligible financial instruments at fair value.  An entity
shall report unrealized gains and losses on items for which the
fair value option has been elected in earnings at
each subsequent reporting date, and recognize upfront costs and fees
related to those items in earnings as incurred and not deferred. SFAS
No. 159 applies to fiscal years beginning after November 15,
2007, with early adoption permitted for an equity that
has also elected to apply the provisions of SFAS No. 157, "Fair
Value Measurements". An entity is prohibited from retrospectively
applying SFAS No. 159, unless it chooses early adoption. SFAS No. 159 also
applies to eligible items existing at November 15, 2008 (or early adoption
date). The Company is evaluating the potential impact of the adoption of
SFAS No. 159 on the Company's financial statements.





In
September 2006 the FASB issued Statement of Financial Accounting Standards No.
157 "Fair Value Measurements” (SFAS 157), which provides expanded guidance for
using fair value to measure assets and liabilities. SFAS 157 establishes a
hierarchy for data used to value assets and liabilities, and requires
additional disclosures about the extent to which a
company measures assets and liabilities at fair value, the information
used to measure fair value, and the effect of fair
value measurements on earnings.  Implementation of SFAS 157
is required for fiscal years beginning after November 15, 2008. The Company
is evaluating the potential impact of the adoption of SFAS No. 157 on the
Company's financial statements.





F-8




PHOTOVOLTAICSOLAR CELLS,
INC.


(A
Development Stage Company)


NOTES TO
CONDENSED FINANCIAL STATEMENTS


NOVEMBER
30, 2008


(UNAUDITED)





Note
2 - Loss on Sale of Assets to Related Party





Due to
the Company’s lack of sufficient working capital the assets of the Company were
never employed in any revenue generating operation. Therefore the Company
entered into two transactions with the Company’s founder, Lawrence F. Curtin, as
follows:





Equipment under
Construction


The
equipment under construction was stated at cost and consisted primarily of
payments associated with building the production line required to create the
intended solar cell product.  The equipment was not depreciated as it
was never completed or put into use. The equipment under construction was
estimated by management to have a value of $95,000 and was transferred to Mr.
Curtin in settlement of monies due to him as a result of cash advances he had
made on behalf of the Company since its inception. The Company realized a loss
on the transfer of the equipment in the amount of $89,177.





Intangible
Assets


The
Company’s intellectual property, i.e., Patents and Patent Applications, were
transferred in November 2008 to Lawrence F. Curtin, in partial payment of monies
due and owing to him as a result of cash advances he had made on behalf of the
Company since its inception. These assets were estimated by management to have a
value of $40,000, and that dollar amount was deducted from the amount then due
and owing to him, leaving a balance remaining due and owing of $49,170. The
Company reported a loss on the transfer of these patents and other property in
the amount of $31,848.





Note 3 -
Stockholders’ Equity (Deficit)





The
Company is authorized to issue 50,000,000 shares of $0.0001 par value common
stock and 10,000,000 shares of $0.0001 par value preferred stock.





On July
3, 2008 we sold 4,000 restricted shares of common stock at the price of $0.50
per share to a current shareholder. The shares were sold and issued in a private
transaction not involving a public offering, pursuant to the exemption provided
by Section 4 (2) of the Securities Act of 1933 (the “Act”), from the
registration requirements of Section 5 of the Act.





Also
during the nine months ended November 30, 2008 we issued 25,000 shares of common
stock, valued at $37,500, in payment of professional fees.





Note 4 –
Subsequent Events





On
January 7, 2009, the Company entered into a Stock Purchase Agreement and
Indemnification Agreement (the “Agreements”) by and among the Control
Shareholders of the Company, the Company, and the Purchaser, Waterford Capital
Acquisition Co. IX, LLC a Delaware Limited Liability Corporation
(“Waterford”).





Pursuant
to the Agreements, Waterford purchased an aggregate of 4,100,000 previously
issued and outstanding shares of our common stock, comprising approximately 83%
of the issued and outstanding capital stock of the Company, for the aggregate
purchase price of $275,510 (which included the assumption of certain unpaid
company expenses).As
a result of the sale, our officer and director resigned and our current officer
and director was appointed.




F-9




Item
2.    Management’s Discussion and Analysis of Financial
Condition and Results of Operations





During
this report period, in the face of its inability to raise working capital, the
Company ceased all efforts to complete its intended business plan. The minimal
assets it owned were, with the written consent by the holders of a majority of
the shares of our common stock, transferred to Lawrence F. Curtin as payment of
monies due and owing to him. See “Part II, Item 4. Submission of Matters to a
Vote of Security Holders”. And “Item 5. Other Information-Subsequent
Events”.





Overview
and Plan of Operation





Photovoltaic
Solar Cells, Inc. was incorporated on March 28, 2007 under the laws of the State
of Nevada. Our company was formed for purposes of producing and marketing an
inexpensive solar cell.  On April 30, 2007 we acquired the patent
rights to a proprietary process and design (the "Process and Design") from
Lawrence F. Curtin, our founder, who served from our inception until January 7,
2009 as Chairman of our Board of Directors and President.





In June
2008 we established a new Florida corporation as our wholly owned subsidiary,
Solar-Technologies, Inc. (“Solar-Tech”). Our purpose for establishing this new
subsidiary was to hold all our present and future assets and conduct our
business as PVSO’s operating company. Effective September 16, 2008, we assigned
all of our assets and corresponding liabilities to Solar-Tech. This transaction
was cancelled in November 2008 and the subsidiary was dissolved.





During
this report period the sudden and rapid collapse of the energy markets
precipitated our reexamination of the likelihood that the Company had the
ability to raise enough working capital to complete our production equipment and
begin to generate revenues. We determined that the national and international
economic decline made it virtually impossible for Photovoltaic Solar Cells, Inc.
to continue our planned corporate development.





On
January 7, 2009, the Company entered into a Stock Purchase Agreement and
Indemnification Agreement (the “Agreements”) by and among the Control
Shareholders of the Company, the Company, and the Purchaser, Waterford Capital
Acquisition Co. IX, LLC a Delaware Limited Liability Corporation
(“Waterford”).





Pursuant
to the Agreements, Waterford purchased an aggregate of 4,100,000 previously
issued and outstanding shares of our common stock, comprising approximately 83%
of the issued and outstanding capital stock of the Company, for the aggregate
purchase price of $275,510 (which included the assumption of certain unpaid
company expenses).As
a result of the sale, our officer and director resigned and our current officer
and director was appointed.





As of
January 7, 2009 we are pursuing an acquisition strategy, whereby we will seek to
acquire undervalued businesses with a history of operating revenues in markets
that provide room for growth ("Acquisition Strategy"). We will engage in
identifying, investigating and, if warranted, acquiring companies that will
enhance our revenues and increase shareholder value.




Our
Acquisition Strategy is focused on pursuing a strategy of growth by acquiring
undervalued businesses with a history of operating revenues. We will utilize
several criteria to evaluate prospective acquisitions including whether the
business to be acquired (1) is an established business with viable services or
products, (2) has an experienced and qualified management team, (3) has room for
growth and/or expansion into other markets, (4) is accretive to earnings, (5)
offers the opportunity to achieve and/or enhance profitability, and (6)
increases shareholder value.





The
following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our financial statements and notes
thereto and other financial information included elsewhere in this
report.


4


Critical
Accounting Policies





The
preparation of our financial statements in conformity with accounting principles
generally accepted in the United States requires us to make estimates and
judgments that affect our reported assets, liabilities, revenues, and expenses,
and the disclosure of contingent assets and liabilities. We base our estimates
and judgments on historical experience and on various other assumptions we
believe to be reasonable under the circumstances. Future events, however, may
differ markedly from our current expectations and assumptions. While there are a
number of significant accounting policies affecting our financial statements; we
believe the following critical accounting policies involve the most complex,
difficult and subjective estimates and judgments:




Use of
Estimates - These financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America and,
accordingly, require management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Specifically, our management has estimated the value of our
shares issued for compensation and our net operating loss for tax purposes.
Actual results could differ from those estimates.





Going
Concern-The financial
statements have been prepared on a going concern basis, and do not reflect any
adjustments related to the uncertainty surrounding our recurring losses or
accumulated deficit





We are
currently in the process of implementing our new business plan, focusing on our
acquisition strategy. There can be no assurance that upon implementing our new
business plan, we will be successful or that we will start producing sufficient
revenues to maintain our operations. The foregoing matters raise substantial
doubt about our ability to continue as a going concern.





Results
of Operations





As a
result of the abandonment of our former business plan during November 2008 and
the subsequent change in control and implementation of our new business plan in
January 2009, a discussion of the changes in the results between the comparative
periods is not meaningful.





Liquidity
and Capital Resources




We have
no cash on hand as of January 12, 2009. Accordingly, in the immediate future,
management will need to raise additional funds in order to continue operating.
There can be no assurances that we will be able to obtain additional funds if
and when needed.





Additionally,
as we are considered a “shell” or “blank check” company, purchasers of our
securities cannot currently rely on Rule 144 promulgated under the Securities
Act with regard to the resale of their shares. Accordingly, any financing in the
form of equity may be deeply discounted to compensate the investors for the
added risk and inability to rely on Rule 144.





UNCERTAINTIES
AND OTHER RISK FACTORS THAT


MAY
AFFECT OUR FUTURE RESULTS AND FINANCIAL CONDITION





We have
described below a number of uncertainties and risks which, in addition to
uncertainties and risks presented elsewhere in this quarterly report, may
adversely affect our business, operating results and financial condition.
 The uncertainties and risks enumerated below as well as those presented
elsewhere in this quarterly report should be considered carefully in evaluating
our company and our business and the value of our securities.


5


We
have Limited Resources





We have
limited resources. We are pursuing an acquisition strategy, whereby we will seek
to acquire undervalued businesses with a history of operating revenues in
markets that provide room for growth. Other than nominal interest income, we
will only derive revenues through the acquisition of a target company. There can
be no assurance that any target company, at the time of the Company's
consummation of an acquisition of the target, or at any time thereafter, will
derive any material revenues from its operations or operate on a profitable
basis. Based on our limited resources, we may not be able to effectuate our
business plan and consummate any additional acquisitions. There can be no
assurance that we will have sufficient financial resources to permit the
achievement of our business objectives.





We
May Not be Able to Continue as Going Concern





Based on
our limited operations, lack of revenue and relatively minimal assets there can
be no assurance that we will be able to continue as a going concern or complete
a merger, acquisition or other business combination.





We
Will Need Additional Financing in Order to Execute Our Business Plan and it may
be Extremely Expensive





We will
be entirely dependent upon our limited available financial resources to
implement our acquisition strategy. We cannot ascertain with any degree of
certainty the capital requirements for the successful execution of our
acquisition strategy. In the event that our limited financial resources prove to
be insufficient to implement our acquisition strategy, we will be required to
seek additional financing. Also, in the event of the consummation of an
acquisition, we may require additional financing to fund the operations or
growth of the target. Additionally, as we are considered a “shell” or “blank
check” company, purchasers of our securities cannot currently rely on Rule 144
promulgated under the Securities Act with regard to the resale of their shares.
Accordingly, any financing in the form of equity may be deeply discounted to
compensate the investors for the added risk and inability to rely on Rule 144.
Depending on such discount, our current shareholders may be substantially
diluted.





Additional
Financing May Not Be Available to Us





There can
be no assurance that additional financing will be available on acceptable terms,
or at all. To the extent that additional financing proves to be unavailable when
needed, we would, in all likelihood, be compelled to abandon plans of further
acquisitions, and would have minimal capital remaining to pursue other targets.
Our inability to secure additional financing, if needed, could also have a
material adverse effect on our continued development or growth. We have no
arrangements with any bank or financial institution to secure additional
financing and there can be no assurance that any such arrangement, if required
or otherwise sought, would be available on terms deemed to be commercially
acceptable to us and in our best interests.





Competition
for Acquisitions





We expect
to encounter intense competition from other entities having business objectives
similar to ours. Many of these entities, including venture capital firms,
partnerships and corporations, blind pool companies, large industrial and
financial institutions, small business investment companies and wealthy
individuals, are well-established and have extensive experience in connection
with identifying and effecting acquisitions directly or through affiliates. Many
of these competitors possess greater financial, technical, human and other
resources than us and there can be no assurance that we will have the ability to
compete successfully. Our financial resources will be limited in comparison to
those of many of our competitors. This inherent competitive limitation may
compel us to select certain less attractive acquisition prospects. There can be
no assurance that such prospects will permit us to achieve our stated business
objectives.





We
May Be Subject to Uncertainty in the Competitive Environment of a
Target





In the
event that we succeed in completing an acquisition, we will, in all likelihood,
become subject to intense competition from competitors of the target. In
particular, certain industries which experience rapid growth frequently attract
an increasingly large number of competitors, including competitors with greater
financial, marketing, technical, human and other resources than the initial
competitors in the industry. The degree of competition characterizing the
industry of any prospective target cannot presently be ascertained. There can be
no assurance that, subsequent to a consummation of an acquisition, we will have
the resources to compete effectively in the industry of the target, especially
to the extent that the target is in a high growth industry.


6


We
May Pursue an Acquisition With a Target Operating Outside the United States:
Special Additional Risks Relating to Doing Business in a Foreign
Country





We may
effectuate an acquisition with a target whose business operations or even
headquarters, place of formation or primary place of business are located
outside the United States. In such event, we may face the significant additional
risks associated with doing business in that country. In addition to the
language barriers, different presentations of financial information, different
business practices, and other cultural differences and barriers that may make it
difficult to evaluate such a target, ongoing business risks may result from the
internal political situation, uncertain legal systems and applications of law,
prejudice against foreigners, corrupt practices, uncertain economic policies and
potential political and economic instability that may be exacerbated in various
foreign countries.





The
Uncertain Structure of an Acquisition May Result in Risks Relating to the Market
for Our Common Stock





We may
form one or more subsidiary entities to effect an acquisition and may, under
certain circumstances, distribute the securities of subsidiaries to our
stockholders. There can be no assurance that a market would develop for the
securities of any subsidiary distributed to stockholders or, if a market were to
develop, no assurances as to the prices at which such securities might
trade.





We
Expect to Pay No Cash Dividends





We do not
expect to pay dividends to the holders of common stock. The payment of
dividends, if any, will be contingent upon our revenues and earnings, if any,
capital requirements, and general financial condition. The payment of any
dividends will be within the discretion of our Board of Directors. We presently
intend to retain all earnings, if any, to implement our business plan;
accordingly, the Board of Directors does not anticipate declaring any dividends
to the holders of common stock in the foreseeable future.




Indemnification
of Officers and Directors





Our
Certificate of Incorporation provides for the indemnification of our officers
and directors to the fullest extent permitted by the laws of the State of
Delaware. It is possible that the indemnification obligations imposed under
these provisions could result in a charge against our earnings, if any, and
thereby affect the availability of funds for other uses.





Taxation
Considerations May Impact the Structure of an Acquisition and Post-merger
Liabilities





Federal
and state tax consequences will, in all likelihood, be major considerations for
us in consummating an acquisition. The structure of an acquisition or the
distribution of securities to stockholders may result in taxation of us, the
target or stockholders. Typically, these transactions may be structured to
result in tax-free treatment to both companies, pursuant to various federal and
state tax provisions. We intend to structure any acquisition so as to minimize
the federal and state tax consequences to both the us and the target. Management
cannot assure that an acquisition will meet the statutory requirements for a
tax-free reorganization, or that the parties will obtain the intended tax-free
treatment upon a transfer of stock or assets. A non-qualifying reorganization
could result in the imposition of both federal and state taxes, which may have
an adverse effect on both parties to the transaction.


7


We
May Be Deemed an Investment Company and Subjected to Related
Restrictions





The
regulatory scope of the Investment Company Act of 1940, as amended (the
"Investment Company Act"), which was enacted principally for the purpose of
regulating vehicles for pooled investments in securities, extends generally to
companies engaged primarily in the business of investing, reinvesting, owning,
holding or trading in securities. The Investment Company Act may, however, also
be deemed to be applicable to a company which does not intend to be
characterized as an investment company but which, nevertheless, engages in
activities which may be deemed to be within the definitional scope of certain
provisions of the Investment Company Act. We believe that our anticipated
principal activities, which will involve acquiring control of an operating
company, will not subject us to regulation under the Investment Company Act.
Nevertheless, there can be no assurance that at some future point we will not be
deemed to be an investment company. If we are deemed to be an investment
company, we may become subject to certain restrictions relating to our
activities, including restrictions on the nature of our investments and the
issuance of securities. In addition, the Investment Company Act imposes certain
requirements on companies deemed to be within its regulatory scope, including
registration as an investment company, adoption of a specific form of corporate
structure and compliance with certain burdensome reporting, record keeping,
voting, proxy, disclosure and other rules and regulations. In the event of the
characterization of us as an investment company, our inability to satisfy such
regulatory requirements, whether on a timely basis or at all, would, under
certain circumstances, have a material adverse effect on us.





Item
3.  Quantitative and Qualitative Disclosures About Market Risk





A smaller
reporting company is not required to provide the information required by this
Item.





Item
4T.  Controls and Procedures





Evaluation of Disclosure
Controls and Procedures





We
maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) that are designed to be effective in providing reasonable assurance that
information required to be disclosed in our reports under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission (the “ SEC”),
and that such information is accumulated and communicated to our management to
allow timely decisions regarding required disclosure.





As of the
end of the period covered by this Quarterly Report, our management, under the
supervision and with the participation of the Company's Chief Executive Officer
and Chief Financial (and principal accounting) Officer, carried out an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the
Exchange Act).  Based upon that evaluation, our Chief Executive
Officer and Chief Financial (and principal accounting) Officer have concluded
that as of November 30, 2008, our disclosure controls and procedures were
effective.





Limitations on Effectiveness
of Controls and Procedures





Our
management, including our Chief Executive Officer and Chief Financial Officer,
does not expect that our disclosure controls and procedures or our internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints
and the benefits of controls must be considered relative to their costs. 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, but are not limited to, the realities that judgments in decision-making
can be faulty and that 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
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, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be
detected.


8


Changes in Internal Control
over Financial Reporting





There was
no change in our internal controls over financial reporting identified in
connection with the requisite evaluation that occurred during our last fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.





Part
II- OTHER
INFORMATION





Item
1   Legal Proceeding.





There are
no legal actions presently or pending by or against the Company. We know of no
claims or threatened action.





Item
2.  Unregistered Sales of Equity Securities.


There
were no unregistered sales of equity securities made during this report
period.





Item
3    Defaults Upon Senior Securities.


None





Item
4.   Submission of Matters to a Vote of Security
Holders.





During this report period the transfer
of our remaining Assets was authorized for the primary purpose of reducing the
monies due and owing by the Company to Lawrence F. Curtin; this action required
the consent of the shareholders. The holders of 3,100,000 Common Shares
(representing approximately 62.7% of the 4,944,000 issued and outstanding
shares) - being a majority of shares, gave their written
consent.





Item 5.
Other Information.





On
January 7, 2009, the Company entered into a Stock Purchase Agreement and
Indemnification Agreement (the “Agreements”) by and among the Control
Shareholders of the Company, the Company, and the Purchaser, Waterford Capital
Acquisition Co. IX, LLC a Delaware Limited Liability Corporation
(“Waterford”).





Pursuant
to the Agreements Waterford purchased an aggregate of 4,100,000 previously
issued and outstanding shares of the Company's common stock, comprising
approximately 83% of the issued and outstanding capital stock of the Company,
for the aggregate purchase price of $275,510 (which included the assumption of
certain unpaid company expenses).





On January 7, 2009 the Company's
current officer and director, Lawrence F. Curtin, the Company’s sole director,
appointed Harvey Judkowitz to the Board of Directors.  Mr. Judkowitz
accepted the appointment, and simultaneously assumed the offices of
CEO/President and Secretary-Treasurer. Mr. Judkowitz previously served on the
Board of Directors and was the Treasurer and Chief Financial Officer of the
Company from its inception on March 28, 2007 through November 5, 2008 when he
voluntarily resigned for personal reasons.





On
January 7, 2009, Lawrence F. Curtin resigned from the board and all company
offices, which he held, effective immediately.


9


CHANGE OF
CONTROL INFORMATION





Having
ceased all business activity in November 2008, the Company became subject to the
"shell company" Rules and Regulations as defined in Rule 12b-2 of the Exchange
Act prior to the change of control. In accordance with paragraph (8) of Item
5.01 of Form 8-K, the Company is required to provide the information that would
be required if the Company were filing a Form 10 registration statement under
the Exchange Act, provided that where such information has been previously
reported, the Company may identify the filing in which this disclosure is
included instead of including the required disclosure in this Form 8-K. The
following Form 10 information is provided, with reference to the filing made by
the Company in which the information is disclosed, where the information is not
included in this report:














Form
      10 Item
                          
                          Description
                          
                          Filing
      Where
                            Information
      IncludedPart
      I-Item 1
                          
                          Description
      of Business
                          
                          Form
      10-K annual report filed on May 2, 2008Part
      I-Item 2
                          
                          Plan
      of Operation
                          
                          Form
      10-K annual report filed on May 2, 2008Part
      I-Item 3
                          
                          Security
      Ownership of Certain Beneficial Owners and Management
                          
                          Provided
      below in this Current Report on Form 10-QPart
      I-Item 5
                          
                          Directors
      and Executive Officers, Promoters and Control Persons
                          
                          Provided
      below in this Current Report on Form 10-QPart
      I-Item 6
                          
                          Executive
      Compensation
                          
                          Form
      10-K annual report filed on May 2, 2008Part
      I-Item 7
                          
                          Certain
      Relationships and Related Transactions
                          
                          Form
      10-KSB annual report filed on March 28, 2007Part
      I-Item 8
                          
                          Description
      of Securities
                          
                          Provided
      below in this Current Report on Form 10-QPart
      II-Item 1
                          
                          Market
      Price of and Dividends on Registrant’s Common Equity and Related
      Stockholder Matters
                          
                          Form
      10-K annual report filed on May 2, 2008Part
      II-Item 2
                          
                          Legal
      Proceedings
                          
                          Form
      10-K annual report filed on May 2, 2008Part
      II-Item 3
                          
                          Changes
      in and Disagreements with Accountant
                          
                          Form
      10-K annual report filed on May 2, 2008Part
      II-Item 4
                          
                          Recent
      Sale of Unregistered Securities
                          
                          Form
      10-Q filed on August 10, 2008Part
      II-Item 5
                          
                          Indemnification
      of Directors and Officers
                          
                          Provided
      below in this Current Report on Form 10-QPart
      F/S
                          
                          Financial
      Statements
                          
                          Provided
      below in this Current Report on Form 10-QPart
      III
                          
                          Exhibits
                          
                          Form
      10-K annual report filed on May 2,
2008




SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT IMMEDIATELY PRIOR TO THE
TRANSACTION





The
following table sets forth certain information concerning the number of shares
of our common stock owned beneficially immediately prior to the transaction by:
(i) each person (including any group) known to us to own more than five percent
(5%) of any class of our voting securities, (ii) each of our Directors,
and  (iii) officers and Directors as a group. Pursuant to Rules 13d-3
and 13d-5 of the Exchange Act unless otherwise indicated, the shareholders
listed possess sole or shared voting and investment power with respect to the
shares shown.


10





Name
                    Affiliation
                    
                    Shares Beneficially Held
                    
                    
                    PercentageLawrence
      F. Curtin
                    Stockholder, Sole Officer &
      Director(1)
                    
                    
                    2,500,000
                    
                    
                    
                    50.56
                    %Harvey
      Judkowitz
                    Stockholder(2)
                    
                    
                    700,000
                    
                    
                    
                    14.16
                    %Zechariah
      Kroger-Curtin
                    Stockholder(1)
                    
                    
                    600,000
                    
                    
                    
                    12.14
                    %Perkins,
      Richard W.
                    Stockholder
      (3)(4)
                    
                    
                    550,000
                    
                    
                    
                    11.12
                    %Total
      Officer and Director
                    
                    
                    
                    2,500,000
                    (5)
                    
                    
                    50.56
                    %





(1) the
address for this reporting shareholder is 4115 Bandy Boulevard- Unit A-7, Ft.
Pierce, FL 34981


(2) the
address for this reporting shareholder is 14241 SW 92nd Avenue,
Miami, FL 33176


(3)
Includes 375,000 owned by a corporation under the control of Mr.
Perkins.


(4) the
address for this reporting shareholder is 730 East Lake Street, Wayzata MN
55391


(5) As of
the date hereof, the Registrant has 4,944,000 Common Shares issued and
outstanding.




SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT FOLLOWING THE
TRANSACTION




The
following table sets forth certain information concerning the number of shares
of our common stock owned beneficially as of January 7, 2009 by: (i) each person
(including any group) known to us to own more than five percent (5%) of any
class of our voting securities, (ii) each of our Directors, and  (iii)
officers and Directors as a group. Unless otherwise indicated, the shareholders
listed possess sole voting and investment power with respect to the shares
shown.




Name
                        Affiliation
                        
                        Shares Beneficially Held
                        
                        
                        PercentageWaterford
      Capital Acquisition Co.
                        Stockholder(1),
                        
                        
                        4,100,000
                        
                        
                        
                        82.93
                        %Harvey
      Judkowitz
                        Stockholder,
      Director(2)
                        
                        
                        100,000
                        
                        
                        
                        2.02
                        %Perkins,
      Richard W.
                        Stockholder
      (3)
                        
                        
                        150,000
                        
                        
                        
                        3.03
                        %Total
      Officer and Director
                        
                        
                        
                        100,000
                        (5)
                        
                        
                        2.02
                        %






(1)
              Craig
      Rosato is the Managing Member and has sole dispositive and voting power
      with respect to the shares.  The address for this reporting
      shareholder is c/o Sichenzia Ross Friedman Ference LLP - 61 Broadway,
      32nd
      floor, New York, NY 10006


(2)
            the
      address for this reporting shareholder is 14241 SW 92nd
      Avenue, Miami, FL 33176


(3)
            the
      address for this reporting shareholder is 730 East Lake Street, Wayzata MN
      55391





DESCRIPTION
OF SECURITIES





General




Our
authorized capital consists of (1) 50,000,000 shares of common stock, par
value $.0001 per share, and (2) 10,000,000 shares of “blank check”
preferred stock, par value $.0001 per share, having such rights,
preferences, privileges and restrictions as may be designated from time-to-time
by our board. As of November 30, 2008, there were 4,944,000 common shares issued
and outstanding.




Common
Shares




Our
common shareholders are entitled to one vote per share on all matters to be
voted upon by those shareholders, and for the election of directors. Subject to
the rights of our series ’A’ preferred shares, our common shareholders are
entitled to receive ratably dividends as they may be declared by our board of
directors out of funds legally available for that purpose. Subject to the rights
of our future issuances, if any, of preferred shares, upon the liquidation,
dissolution, or winding up of the company, our common shareholders will be
entitled to share ratably in all of the assets which are legally available for
distribution, after payment of all debts and other liabilities. Our common
shareholders have no preemptive, subscription, redemption or conversion
rights.


11


Preferred
Shares




We may
issue our preferred shares from time to time in one or more series as determined
by our board of directors. The voting powers and preferences, the relative
rights of each series, and the qualifications, limitations and restrictions
thereof may be established by our board of directors without any further vote or
action by our shareholders.





DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS





Name
      of Directors and Executive Officers:
                          
                          Age
                          
                          PositionHarvey
      Judkowitz
                          
                          64
                          
                          Chief
      Executive Officer, President, Secretary and
                            Chairman
      of the Board, DirectorRichard
      Friedman
                          
                          46
                          
                          Director





Biographical
information for directors and executive officers:





Harvey Judkowitz. Harvey
Judkowitz served as a Director and our Treasurer from our inception to November
5, 2007 when he submitted his resignation for personal reasons. He is a
Certified Public Accountant licensed in both New York and Florida. From 1988 to
date, Mr. Judkowitz has conducted his own CPA practice. Mr. Judkowitz was the
Chairman of the Board and CEO of UniPro Financial Services, Inc. (UPRO) from
June, 2003 until  the Company was sold in September, 2005. He
currently serves on the Board of Directors and is chairman of the audit
committees for the Singing Machine, Inc. (SMD - ASE). In the past, he served as
Chief Financial Officer of Claire's Stores and several other publicly traded
companies. Mr. Judkowitz graduated from Pace University in 1967 with a BBA in
Accounting. Over the past 20 years Mr. Judkowitz has been a consultant assisting
a variety of companies in going public and arranging short term
financing.





Richard A. Friedman, Director
Mr. Friedman has served as a Director of the Company since January,
2009.  Since May 1998, Mr. Friedman has been the managing partner of
Sichenzia Ross Friedman Ference, a New York city based law firm that provides
representation in all matters involving the securities industry, as well as in
all general corporate and litigation matters. Since October 30, 2006, Mr.
Friedman has been the Secretary and a Director of Mondo Acquisition I, Inc., a
blank check company. Mr. Friedman received his Juris Doctor degree from Hofstra
University School of Law in 1987 and his Bachelor of Arts Degree in Economics
from the State University of New York at Binghamton (Harpur College) in
1984.





No
director, executive officer, promoter or control person of the Company has,
within the last five years: (i) had a 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;
(ii) been convicted in a criminal proceeding or is currently subject to a
pending criminal proceeding (excluding traffic violations or similar
misdemeanors); (iii) been subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; (iv) been found by a court of competent jurisdiction (in a
civil action), the Securities and Exchange Commission (the "Commission") or the
Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended
or vacated. There are no family relationships among any directors and executive
officers of the Company.





INDEMNIFICATION
OF DIRECTORS AND OFFICERS




The
Corporation Laws of the State of Florida and the Company's Bylaws provide for
indemnification of the Company's Directors for expenses actually and necessarily
incurred by them in connection with the defense of any action, suit or
proceeding in which they, or any of them, are made parties, or a party, by
reason of having been Director(s) or Officer(s) of the corporation, or of such
other corporation, except, in relation to matter as to which any such Director
or Officer or former Director or Officer or person shall be adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty.




Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.


12


Item 5.02  Departure of Directors or
Principal Officers; Election of Directors; Appointment of Principal
Officers





Harvey
Judkowitz was re-appointed to the Board of Directors, and was appointed to
succeed Mr. Curtin as President, Chief Executive Officer, Chief Financial
Officer, Secretary and Treasurer of the Company. Effective as of the closing of
the Control Shares Purchase and Sale transaction, pursuant to the Stock Purchase
Agreement. Mr. Lawrence Curtin resigned as our sole Officer.





On
Pursuant to the Agreements, Richard Friedman was appointed to the Company’s
board of directors.  It is anticipated that the Company’s majority
shareholder will request the current board to appoint additional representatives
to the Company’s board of directors.





Item 6.   Exhibits -





10.1
                Form
      of Securities Purchase Agreement dated January 7, 2009. - filed
      herewith.10.1-1
                Form
      of Indemnification Agreement dated January 7, 2009. - filed
      herewith.31.1
                Certification
      of Harvey Judkowitz, Chief Executive -Chief Financial Officer pursuant to
      Rule 13a-14(a) of theSecurities
      Exchange Act; - filed herewith.32.1
                Certifying
      Statement of the Chief Executive - Chief Financial Officer pursuant to
      Section 906 of theSarbanes-Oxley
      Act. - filed herewith.99.1
                SB-2
      Registration Statement (#333-144377), Incorporated herein by reference -
      previously filed July 6, 2007.99.2
                Registrant’s
      Report on Form 10-QSB, Incorporated herein by reference - previously filed
      October 12, 2007.99.3
                Registrant’s
      Report on Form 10-QSB, Incorporated herein by reference - previously filed
      December 28, 2007.99.4
                Registrant’s
      Report on Form 10-K, Incorporated herein by reference - previously filed
      May 2, 2008.99.5
                Registrant’s
      Report on Form 10-Q, Incorporated herein by reference - previously filed
      July 14, 2008.99.6
                Registrant’s
      Report on Form 10-Q, Incorporated herein by reference - previously filed
      October 08, 2008.99.7
                Registrant’s
      Report on Form  8-K, Incorporated herein by reference -
      previously filed November 03, 2008.99.7
                Registrant’s
      Report on Form  8-K, Incorporated herein by reference -
      previously filed November 06
2008


13


SIGNATURES


In
accordance with the requirements of Section 13 and 15(d) of the Securities
Exchange Act of 1934, Photovoltaic Solar Cells, Inc. has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.





PHOTOVOLTAIC
      SOLAR CELLS, INC.Date: 
      January 13, 2009
                  By:
                  /s/Harvey
      JudkowitzChief
      Executive
Officer/President





In
accordance with the requirements of the Securities Exchange Act of 1934, the
following persons on behalf of Photovoltaic Solar Cells, Inc. and in the
capacities and on the dates indicated have signed this report
below:





SIGNATURE
                  
                  CAPACITY
                  
                  DATE/s/
                  
                  Chairman,
      Chief Executive Officer
                  
                  January
      13, 2009Harvey
      Judkowitz
                  
                  President,
      Secretary-TreasurerPrincipal
      Accounting and Chief
                    Financial
      Officer


14