UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON, DC
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 August 31, 2009


Or





 ̈
            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
                        Incorporation
      or Organization)
                      
                      (IRS
      Employer
                        Identification
      No.)





c/o
Sichenzia Ross Friedman Ference, LLP


61
Broadway, 32 Floor


New York,
NY 10006


(Address
of principal executive offices)





(Registrant's
telephone number, including area code) (212)
930-9700




(Former
Name or Former Address, if Changed Since Last Report)




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




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceeding 12 months (or for such shorter period that the
registrant was required to submit and post such files).   o
YES     o 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
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in rule 12b-2 of the Exchange Act. (Check one):





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




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




Indicate
the number of shares outstanding of each of the issuer’s classes of common
equity as of the latest practicable date: As of October 5, 2009 the issuer had
4,944,000 shares of common stock, par value $.0001 per share,
outstanding.











PHOTOVOLTAIC
SOLAR CELLS, INC.




FORM
10-Q




For the
quarterly period ended August 31, 2009




INDEX





PagePART
      I
                FINANCIAL
      INFORMATIONItem
      1
                Condensed
      Balance Sheets at February 28, 2009 and August 31, 2009 (unaudited at
      August 31, 2009)
                3Condensed
      Statements of Operations for the three and six months ended August 31,
      2009 and 2008 and for the period March 28, 2007 (inception) to August 31,
      2009 (unaudited)
                4Condensed
      Statement of Changes in Stockholders’ (Deficit) Equity for the period from
      March 28, 2007 (inception) to August 31, 2009 (unaudited)
                5Condensed
      Statements of Cash Flows for the six months ended August 31, 2009 and 2008
      and for the period March 28, 2007 (inception) to August
      31,  2009 (unaudited)
                6Notes
      to Condensed Financial Statements (unaudited)
                7Item
      2
                Management’s
      Discussion and Analysis or Plan of Operation
                10Item
      3
                Quantitative
      and Qualitative Disclosures About Market Risk
                12Item
      4
                Controls
      and Procedures
                13PART
      II
                Other
      InformationItem
      1
                Legal
      Proceedings
                14Item
      1 A.
                Risk
      Factors
                14Item
      2
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                16Item
      3
                Defaults
      Upon Senior Securities
                16Item
      4
                Submission
      of Matters to a Vote of Security Holders
                16Item
      5
                Other
      Information
                16Item
      6
                Exhibits
                16Signatures
                
                17










ADVISEMENT





We
urge you to read this entire Quarterly Report on Form 10-Q, including the” Risk
Factors” section and the financial statements and related notes included
herein.  As used in this Report, unless context otherwise requires,
the words “we,” “us,” “our,” “the Company,” “Photovoltaic” and “Registrant”
refer to Photovoltaic Solar Cells, Inc.  Also, any reference to
“common shares,” “Common Stock,” “common stock” or “Common Shares” refers to our
$.0001 par value common stock.





SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS





Certain
statements contained in this Quarterly Report on Form 10-Q constitute
“forward-looking statements” within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. All statements included in this Quarterly Report, including those related
to our cash, liquidity, resources and our anticipated cash expenditures, as well
as any statements other than statements of historical fact, regarding our
strategy, future operations, financial position, projected costs, prospects,
plans and objectives are forward-looking statements.  These
forward-looking statements are derived, in part, from various assumptions and
analyses we have made in the context of our current business plan and
information currently available to us and in light of our experience and
perceptions of historical trends, current conditions and expected future
developments and other factors we believe are appropriate in the circumstances.
You can generally identify forward looking statements through words and phrases
such as “believe”, “expect”,
“seek”, “estimate”, “anticipate”, “intend”, “plan”, “budget”, “project”, “may
likely result”, “may be”, “may continue”   and other similar
expressions, although not all forward-looking statements contain these
identifying words. We cannot guarantee future results, levels of activity,
performance or achievements, and you should not place undue reliance on our
forward-looking statements.





Our
actual results could differ materially from those anticipated in these
forward-looking statements as a result of various factors, including the risks
described in Part II, Item 1A, “Risk Factors” and elsewhere in this
Report. Our forward-looking statements do not reflect the potential impact of
any future acquisitions, mergers, dispositions, joint ventures or strategic
investments. In addition, any forward-looking statements represent our
expectation only as of the day this Report was first filed with the Securities
and Exchange Commission (“SEC”) and should not be relied on as representing our
expectations as of any subsequent date. While we may elect to update
forward-looking statements at some point in the future, we specifically disclaim
any obligation to do so, even if our expectations change.





When
reading any forward-looking statement you should remain mindful that actual
results or developments may vary substantially from those expected as expressed
in or implied by such statement for a number of reasons or
factors.  Each forward-looking statement should be read in context
with and in understanding of the various other disclosures concerning our
company and our business made elsewhere in this Report as well as our public
filings with the SEC. You should not place undue reliance on any forward-looking
statement as a prediction of actual results or developments. We are not
obligated to update or revise any forward-looking statements contained in this
Report or any other filing to reflect new events or circumstances unless and to
the extent required by applicable law.





We
prepare our interim financial statements in accordance with United States
generally accepted accounting principles.  Our financials and results of
operation for the six month period ended August 31, 2009 are not necessarily
indicative of our prospective financial condition and results of operations for
the pending full fiscal year ending February 28, 2010. The interim
financial statements presented in this Quarterly Report as well as other
information relating to our company contained in this Quarterly Report should be
read in conjunction and together with the reports, statements and information
filed by us with the SEC.











PART
I


FINANCIAL
INFORMATION




ITEM 1.   FINANCIAL
STATEMENTS


PHOTOVOLTAIC
SOLAR CELLS, INC.
 (A
Development Stage Company)
 CONDENSED
BALANCE SHEETS
 
 August
      31,
                  
                  
                  February
      28,2009
                  
                  
                  2009(Unaudited)
                  
                  
                  (Audited)AssetsCurrent
      assets:Cash
                  
                  $
                  -
                  
                  
                  $
                  -Total
      current assets
                  
                  
                  -
                  
                  
                  
                  -Total
      assets
                  
                  $
                  -
                  
                  
                  $
                  -Liabilities
      and stockholders' deficitCurrent
      liabilities:Accrued
      expenses
                  
                  $
                  33,681
                  
                  
                  $
                  14,182Due
      to stockholder
                  
                  
                  79,752
                  
                  
                  
                  66,310Total
      current liabilities
                  
                  
                  113,433
                  
                  
                  
                  80,492Stockholders'
      deficitPreferred
      stock, par value $.0001 per share; 10,000,000 shares authorized, no shares
      issued and outstanding
                  
                  
                  -
                  
                  
                  
                  -Common
      stock, par value $.0001 per share; 50,000,000 shares authorized, 4,944,000
      shares issued and outstanding, respectively
                  
                  
                  494
                  
                  
                  
                  494Additional
      paid-in capital
                  
                  
                  413,176
                  
                  
                  
                  413,176Deficit
      accumulated during the development stage
                  
                  
                  (527,103
                  )
                  
                  
                  (494,162
                  )Total
      stockholders' deficit
                  
                  
                  (113,433
                  )
                  
                  
                  (80,492
                  )Total
      liabilities and stockholders' deficit
                  
                  $
                  -
                  
                  
                  $
                  -
 
 The
accompanying notes are an integral part of these unaudited condensed financial
statements.
  3
 
 PHOTOVOLTAIC
SOLAR CELLS, INC.
 (A
Development Stage Company)
 CONDENSED
STATEMENTS OF OPERATIONS
 (Unaudited)
 
 Period
      fromThree
      Months
                  
                  
                  Three
      Months
                  
                  
                  Six
      Months
                  
                  
                  Six
      Months
                  
                  
                  March
      28, 2007Ended
                  
                  
                  Ended
                  
                  
                  Ended
                  
                  
                  Ended
                  
                  
                  (Inception)
      toAugust
      31,
                  
                  
                  August
      31,
                  
                  
                  August
      31,
                  
                  
                  August
      31,
                  
                  
                  August
      31,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008
                  
                  
                  2009Revenue
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Expenses:General
      and administrative expenses
                  
                  
                  18,212
                  
                  
                  
                  -
                  
                  
                  
                  32,941
                  
                  
                  
                  -
                  
                  
                  
                  49,621Total
      expense
                  
                  
                  18,212
                  
                  
                  
                  -
                  
                  
                  
                  32,941
                  
                  
                  
                  -
                  
                  
                  
                  49,621Loss
      from continuing operations
                  
                  
                  (18,212
                  )
                  
                  
                  -
                  
                  
                  
                  (32,941
                  )
                  
                  
                  -
                  
                  
                  
                  (49,621
                  )Loss
      from discontinued operations, net of tax
                  
                  
                  -
                  
                  
                  
                  (165,372
                  )
                  
                  
                  -
                  
                  
                  
                  (234,812
                  )
                  
                  
                  (356,457
                  )Loss
      on disposition of assets of discontinued operations, net of
      tax
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (121,025
                  )Total
      loss from discontinued operations
                  
                  
                  -
                  
                  
                  
                  (165,372
                  )
                  
                  
                  -
                  
                  
                  
                  (234,812
                  )
                  
                  
                  (477,482
                  )Loss
      before income taxes
                  
                  
                  (18,212
                  )
                  
                  
                  (165,372
                  )
                  
                  
                  (32,941
                  )
                  
                  
                  (234,812
                  )
                  
                  
                  (527,103
                  )Provision
      for income taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      loss
                  
                  $
                  (18,212
                  )
                  
                  $
                  (165,372
                  )
                  
                  $
                  (32,941
                  )
                  
                  $
                  (234,812
                  )
                  
                  $
                  (527,103
                  )Basic
      and diluted loss per share:Loss
      from continuing operations
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Loss
      from discontinued operations
                  
                  
                  -
                  
                  
                  
                  (0.03
                  )
                  
                  
                  -
                  
                  
                  
                  (0.05
                  )Net
      loss per common share, basic and diluted
                  
                  $
                  -
                  
                  
                  $
                  (0.03
                  )
                  
                  $
                  -
                  
                  
                  $
                  (0.05
                  )Weighted
      average shares outstanding, basic and diluted
                  
                  
                  4,944,000
                  
                  
                  
                  4,944,000
                  
                  
                  
                  4,944,000
                  
                  
                  
                  4,925,351
 
 The
accompanying notes are an integral part of these unaudited condensed financial
statements.
  4
 
 PHOTOVOLTAIC
SOLAR CELLS, INC.
 (A
Development Stage Company)
 CONDENSED
STATEMENT OF STOCKHOLDERS' (DEFICIT) EQUITY
 MARCH
28, 2007 (INCEPTION) to AUGUST 31, 2009
 (Unaudited)
 
 DeficitAccumulatedAdditional
                        
                        
                        During
      the
                        
                        
                        Stockholders'Common Stock
                        
                        
                        Paid-in
                        
                        
                        Development
                        
                        
                        (Deficit)Shares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        Stage
                        
                        
                        EquityCommon
      stock issued for patent and cash at $0.018 per share
                        
                        
                        3,100,000
                        
                        
                        $
                        310
                        
                        
                        $
                        55,860
                        
                        
                        $
                        -
                        
                        
                        $
                        56,170Common
      stock sold for cash at $0.10 per share
                        
                        
                        100,000
                        
                        
                        
                        10
                        
                        
                        
                        9,990
                        
                        
                        
                        -
                        
                        
                        
                        10,000Common
      stock issued for professional services at $0.01 per share
                        
                        
                        850,000
                        
                        
                        
                        85
                        
                        
                        
                        8,415
                        
                        
                        
                        -
                        
                        
                        
                        8,500Common
      stock sold for cash at $0.20 per share
                        
                        
                        615,000
                        
                        
                        
                        62
                        
                        
                        
                        122,938
                        
                        
                        
                        -
                        
                        
                        
                        123,000Common
      stock issued for professional services at $0.01 per share cancelled by the
      board of directors
                        
                        
                        (350,000
                        )
                        
                        
                        (35
                        )
                        
                        
                        (3,465
                        )
                        
                        
                        -
                        
                        
                        
                        (3,500
                        )Common
      stock issued in exchange for  equity investment
                        
                        
                        600,000
                        
                        
                        
                        60
                        
                        
                        
                        179,940
                        
                        
                        
                        -
                        
                        
                        
                        180,000Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (115,330
                        )
                        
                        
                        (115,330
                        )Balance,
      February 29, 2008
                        
                        
                        4,915,000
                        
                        
                        
                        492
                        
                        
                        
                        373,678
                        
                        
                        
                        (115,330
                        )
                        
                        
                        258,840Common
      stock issued for professional services at $1.50 per share
                        
                        
                        25,000
                        
                        
                        
                        2
                        
                        
                        
                        37,498
                        
                        
                        
                        -
                        
                        
                        
                        37,500Common
      stock sold for cash at $0.50 per share
                        
                        
                        4,000
                        
                        
                        
                        -
                        
                        
                        
                        2,000
                        
                        
                        
                        -
                        
                        
                        
                        2,000Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (378,832
                        )
                        
                        
                        (378,832
                        )Balance,
      February 28, 2009
                        
                        
                        4,944,000
                        
                        
                        
                        494
                        
                        
                        
                        413,176
                        
                        
                        
                        (494,162
                        )
                        
                        
                        (80,492
                        )Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (32,941
                        )
                        
                        
                        (32,941
                        )Balance,
      August 31, 2009
                        
                        
                        4,944,000
                        
                        
                        $
                        494
                        
                        
                        $
                        413,176
                        
                        
                        $
                        (527,103
                        )
                        
                        $
                        (113,433
                        )
 
 The
accompanying notes are an integral part of these unaudited condensed financial
statements.
  5
 
 PHOTOVOLTAIC
SOLAR CELLS, INC.
 (A
Development Stage Company)
 CONDENSED
STATEMENTS OF CASH FLOWS
 (Unaudited)
 
 Period
      fromSix
      Months
                      
                      
                      Six
      Months
                      
                      
                      March
      28, 2007Ended
                      
                      
                      Ended
                      
                      
                      (Inception)
      toAugust
      31,
                      
                      
                      August
      31,
                      
                      
                      August
      31,2009
                      
                      
                      2008
                      
                      
                      2009Cash
      flows from operating activities:Net
      loss
                      
                      $
                      (32,941
                      )
                      
                      $
                      (69,440
                      )
                      
                      $
                      (527,103
                      )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Issuance
      of equity investments for services
                      
                      
                      -
                      
                      
                      
                      30,000
                      
                      
                      
                      180,000Expenses
      paid by stockholder
                      
                      
                      13,442
                      
                      
                      
                      -
                      
                      
                      
                      38,227Stock
      issued for professional services
                      
                      
                      -
                      
                      
                      
                      7,500
                      
                      
                      
                      42,500Loss
      on disposition of assets
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      121,025Changes
      in operating assets and liabilitiesDecrease
      in prepaid insurance
                      
                      
                      -
                      
                      
                      
                      948
                      
                      
                      
                      -Decrease
      in deposit on equipment
                      
                      
                      -
                      
                      
                      
                      5,000
                      
                      
                      
                      -Increase
      (decrease) in accrued expenses
                      
                      
                      19,499
                      
                      
                      
                      (2,978
                      )
                      
                      
                      36,681Net
      cash used by operating activities
                      
                      
                      -
                      
                      
                      
                      (28,970
                      )
                      
                      
                      (108,670
                      )Cash
      flows from investing activities:Purchase
      of equipment under construction
                      
                      
                      -
                      
                      
                      
                      (11,162
                      )
                      
                      
                      (13,104
                      )Purchase
      of intangible assets
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (14,853
                      )Net
      cash used by investing activities
                      
                      
                      -
                      
                      
                      
                      (11,162
                      )
                      
                      
                      (27,957
                      )Cash
      flows from financing activities:Repayment
      to officer, net
                      
                      
                      -
                      
                      
                      
                      (5,000
                      )
                      
                      
                      (3,083
                      )Advances
      from shareholder
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      4,510Proceed
      from the sale of common stock
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      135,200Net
      cash (used) provided by financing activities
                      
                      
                      -
                      
                      
                      
                      (5,000
                      )
                      
                      
                      136,627Net
      decrease in cash
                      
                      
                      -
                      
                      
                      
                      (45,132
                      )
                      
                      
                      -Cash,
      beginning of period
                      
                      
                      -
                      
                      
                      
                      71,414
                      
                      
                      
                      -Cash,
      end of period
                      
                      $
                      -
                      
                      
                      $
                      26,282
                      
                      
                      $
                      -Non-Cash
      Financing Activities:Transfer
      of assets in settlement of debt to officer
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      135,000Officer
      loan assigned to stockholder
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      49,100Common
      stock issued for patent
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      55,970Equipment
      under construction paid for by officer
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      171,081Prepaid
      insurance paid by officer
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,896Trademark
      application paid by officer
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,025Issuance
      of equity investments for services
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      180,000Common
      stock issued for equity investments
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      180,000
 
 The
accompanying notes are an integral part of these unaudited condensed financial
statements.
  6





PHOTOVOLTAIC
SOLAR CELLS, INC.


(A
Development Stage Company)


NOTES TO
CONDENSED FINANCIAL STATEMENTS


August
31, 2009


(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 year ended February 28, 2009, 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 and liabilities). As a result of the sale, a
former officer and director resigned and our current officer and director
was appointed.





As of
August 31, 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. 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.




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
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.





7





Basis of
Presentation


The
accompanying interim condensed financial statements as of August 31,
2009 and for the three and six month periods ended August 31,
2009 and 2008 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, 2009 as included in the Company’s 10-K for that year. The results of
the six months ended August 31, 2009 are not necessarily indicative of the
results to be expected for the full year ending February 28, 2010.





Use of
Estimates


These
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.





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. There were no common share equivalents at August 31, 2009 or
2008.





Reclassifications


Certain
reclassifications have been made to prior period data to conform to the current
presentation. The reclassifications are primarily related to discontinued
operations and had no impact on net income loss.





Fair value of financial
instruments





In April
2009, we adopted FASB Staff Position (“FSP”) No. FAS 107-1 and APB
28-1, “Interim Disclosures
about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB
28-1”) for its interim period ended June 30, 2009. FSP FAS 107-1 and
APB 28-1 requires disclosures about fair value of financial instruments as
defined by SFAS No. 107, “Disclosures About Fair Value of
Financial Instruments” (“SFAS 107”), for interim reporting periods
of publicly traded companies as well as in annual financial
statements.





Our
short-term financial instruments, including accrued expenses and payables to
stockholder, consist primarily of instruments without extended maturities, the
fair value of which, based on management’s estimates, reasonably approximate
their book value.





Recent Accounting
Pronouncements





In April
2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of
Intangible Assets”. This FSP amends the factors that should be considered
in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset under SFAS No. 142, “Goodwill and Other
Intangible Assets”.   The Company adopted FSP No. FAS 142-3 on
March 1, 2009.  The guidance in FSP No. FAS 142-3 for determining
the useful life of a recognized intangible asset shall be applied prospectively
to intangible assets acquired after adoption, and the disclosure requirements
shall be applied prospectively to all intangible assets recognized as of, and
subsequent to, adoption. The adoption of FSP No. FAS 142-3 did not have an
impact on the Company’s financial statements.





In May
2008, the FASB issued FSP Accounting Principles Board ("APB") 14-1 "Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement)" ("FSP APB 14-1").  FSP APB 14-1 requires
the issuer of certain convertible debt instruments that may be settled in cash
(or other assets) on conversion to separately account for the liability (debt)
and equity (conversion option) components of the instrument in a manner that
reflects the issuer's non-convertible debt borrowing rate.  The
Company adopted FSP APB 14-1 on March 1, 2009. The adoption of FSP APB
14-1 did not have an impact on the Company’s financial statements.





In
December 2007, the FASB issued SFAS No. 160 , “Non-controlling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51” (SFAS 160).
SFAS 160 requires that non-controlling (or minority) interests in subsidiaries
be reported in the equity section of the company’s balance sheet, rather than in
a mezzanine section of the balance sheet between liabilities and equity. SFAS
160 also changes the manner in which the net income of the subsidiary is
reported and disclosed in the controlling company’s income statement. SFAS 160
also establishes guidelines for accounting or changes in ownership percentages
and for deconsolidation. SFAS 160 is effective for financial statements for
fiscal years beginning on or after December 15, 2008 and interim periods within
those years. The adoption of SFAS 160 did not have a material impact on the
Company’s financial statements.




On March
1, 2009, the Company adopted the Financial Accounting Standards Board's Staff
Position (FSP) on the Emerging Issues Task Force (EITF) Issue No. 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions are Participating
Securities”. The FSP required that all unvested share-based payment
awards that contain nonforfeitable rights to dividends should be included in the
basic Earnings Per Share (EPS) calculation.  This standard did not
affect the financial position or results of operations.




8




In April
2009, the FASB issued FSP FAS No. 107-1 and APB 28-1, “Interim Disclosures about Fair
Value of Financial Instruments” (“FSP FAS No. 107-1 and APB 28-1”). This
FSP amends FASB Statement No. 107, “Disclosures about Fair Values of Financial
Instruments,” to require disclosures about fair value of financial instruments
in interim financial statements as well as in annual financial statements. APB
28-1 also amends APB Opinion No. 28, “Interim Financial Reporting,” to require
those disclosures in all interim financial statements. This standard is
effective for interim periods ending after June 15, 2009, but early adoption is
permitted for interim periods ending after March 15, 2009. The adoption of this
standard during the second quarter of fiscal 2010 had no impact on the Company’s
financial position or results of operations.




In
May 2009, the FASB issued SFAS No. 165, “Subsequent Events” . This
standard is intended to establish general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. Specifically,
this standard sets forth the period after the balance sheet date during which
management of a reporting entity should evaluate events or transactions that may
occur for potential recognition or disclosure in the financial statements, the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements, and the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date.  SFAS No. 165 is effective for
fiscal years and interim periods ended after June 15, 2009 and will be
applied prospectively. The adoption of this standard during the second quarter
of fiscal 2010 had no impact on the Company’s financial position or results of
operations.




In
June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS
No. 168, “The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles” . This standard replaces SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” , and establishes only two levels of U.S.
generally accepted accounting principles (“GAAP”), authoritative and
nonauthoritative. The FASB Accounting Standards Codification (the
“Codification”) will become the source of authoritative, nongovernmental GAAP,
except for rules and interpretive releases of the Securities and Exchange
Commission (“SEC”), which are sources of authoritative GAAP for SEC registrants.
All other nongrandfathered, non-SEC accounting literature not included in the
Codification will become nonauthoritative. This standard is effective for
financial statements for interim or annual reporting periods ending after
September 15, 2009.  The Company will begin to use the new guidelines
and numbering system prescribed by the Codification when referring to GAAP in
the third quarter of fiscal 2010.  As the Codification was not intended to
change or alter existing GAAP, it will not have any impact on the Company’s
financial statements.




Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force), the AICPA, and the SEC did not, or are not believed by
management to, have a material impact on the Company's present or future
financial statements.





NOTE 2 -
STOCKHOLDERS’ 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.





During
the six months ended August 31, 2008 we issued 25,000 shares of common stock,
valued at $37,500, in payment of professional fees.





During
July 2008 we sold 4,000 shares of common stock for cash proceeds of
$2,000.





NOTE 3 –
DISCONTINUED OPERATIONS





As a
result of our determination that the national and international economic decline
has made it virtually impossible for Photovoltaic Solar Cells, Inc. to continue
our planned corporate development, we have decided not to continue with our
alternative energy business plan. As of January 7, 2009 we began pursuing an
acquisition strategy whereby we will seek to acquire businesses with a history
of operating revenues in markets that provide room for growth. All prior
operations have been presented as discontinued operations in accordance with
SFAS 144, “Accounting for the
Impairment or Disposal of Long-Lived Assets”.





NOTE 4 –
RELATED PARTY TRANSACTIONS




During
the six months ended August 31, 2009 Waterford made certain payments on behalf
of the Company aggregating $13,442. These advances are noninterest bearing. The
total amount due to Waterford at August 31, 2009 is $79,752.





9




Item
2.  Management's Discussion and Analysis or Plan of Operation





Overview




We are a
development stage company originally incorporated in the State of Nevada on
March 28, 2007.  From inception until November of 2008, our business
plan was to produce and market inexpensive solar cells.





In
November of 2008, our board of directors determined that the implementation of
our business plan was no longer financially feasible.  At such time,
we discontinued the implementation of our prior business plan and are now
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").





On
January 7, 2009, we entered into a stock purchase agreement and indemnification
agreement with our controlling shareholders and Waterford Capital Acquisition
Co. IX, LLC (“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 our
issuance and outstanding capital stock, from the control
shareholders.




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.





Competition
of Our Acquisition Strategy





In  connection  with  our  Acquisition  Strategy,  we  expect  to
encounter intense competition from other entities having business objectives
similar to ours, including: venture capital firms, blind pool companies, large
industrial and financial institutions, small  business investment
companies  and  wealthy individuals. Many of these entities
are well-established and have greater experience, financial resources and
technical knowledge than us. Our limited financial resources may compel us to
select certain less attractive acquisition prospects than those of our
competitors.





We
believe that our future is dependent upon the consummation of a merger,
acquisition or other business combination between us and a viable operating
entity.  There can be no assurance that we will be able to complete
any merger, acquisition or other business combination between us and a viable
operating entity. Additionally, management believes that
we  may  need  to raise additional funds through
equity  or  debt financing  to  complete
a merger, acquisition or  other  business combination
between us and a viable operating entity.  There  can
be  no assurance that we will be able to successfully complete an
equity  or  debt financing to complete an acquisition,
merger  or other  business  combination between us
and  a  viable  operating entity.





Employees





We have a
total of 1 employee which includes our Chief Executive Officer. Our employee is
considered a part-time employee and he does not currently receive
compensation.





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





10





We are
currently in the process of implementing our new business plan, focusing on our
acquisition strategy. At present, we have no cash on hand and are dependent on
our majority stockholder to provide working capital advances. 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




Comparison
of the Three Month Period Ended August 31, 2009 to the Three Month Period Ended
August 31, 2008




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 are not meaningful.





Revenue





We have
no revenue from continuing or discontinued operations for the three month
periods ended August 31, 2009 and 2008.





General
and Administrative Expenses





General
and administrative expenses related to continuing operations were $18,212 for
the three months ended August 31, 2009. General and administrative expenses
which are now included as a part of discontinued operations were $165,372 for
the three months ended August 31, 2008. Current period general and
administrative expenses consist primarily of professional fees.





Comparison
of the Six Month Period Ended August 31, 2009 to the Six Month Period Ended
August 31, 2008




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 are not meaningful.





Revenue





We have
no revenue from continuing or discontinued operations for the six month periods
ended August 31, 2009 and 2008.





General
and Administrative Expenses





General
and administrative expenses related to continuing operations were $32,941 for
the six months ended August 31, 2009. General and administrative expenses which
are now included as a part of discontinued operations were $234,812 for the six
months ended August 31, 2008. Current period general and administrative expenses
consist primarily of professional fees.





Plan
of Operation




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. We will primarily engage in identifying, investigating and, if
investigation warrants, 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.





Liquidity
and Capital Resources




As of
August 31, 2009 we had a working capital deficit of $113,433.  We have
no cash on hand as of October 5, 2009. We currently are dependent on our
majority stockholder to provide working capital advances. 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.


11





Recent
Accounting Pronouncements





In April
2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of
Intangible Assets”. This FSP amends the factors that should be considered
in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset under SFAS No. 142, “Goodwill and Other
Intangible Assets”.   The Company adopted FSP No. FAS 142-3 on
March 1, 2009.  The guidance in FSP No. FAS 142-3 for determining
the useful life of a recognized intangible asset shall be applied prospectively
to intangible assets acquired after adoption, and the disclosure requirements
shall be applied prospectively to all intangible assets recognized as of, and
subsequent to, adoption. The adoption of FSP No. FAS 142-3 did not have an
impact on the Company’s financial statements.





In May
2008, the FASB issued FSP Accounting Principles Board ("APB") 14-1 "Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement)" ("FSP APB 14-1").  FSP APB 14-1 requires
the issuer of certain convertible debt instruments that may be settled in cash
(or other assets) on conversion to separately account for the liability (debt)
and equity (conversion option) components of the instrument in a manner that
reflects the issuer's non-convertible debt borrowing rate.  The
Company adopted FSP APB 14-1 on March 1, 2009. The adoption of FSP APB
14-1 did not have an impact on the Company’s financial statements.





In
December 2007, the FASB issued SFAS No. 160 , “Non-controlling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51” (SFAS 160).
SFAS 160 requires that non-controlling (or minority) interests in subsidiaries
be reported in the equity section of the company’s balance sheet, rather than in
a mezzanine section of the balance sheet between liabilities and equity. SFAS
160 also changes the manner in which the net income of the subsidiary is
reported and disclosed in the controlling company’s income statement. SFAS 160
also establishes guidelines for accounting or changes in ownership percentages
and for deconsolidation. SFAS 160 is effective for financial statements for
fiscal years beginning on or after December 15, 2008 and interim periods within
those years. The adoption of SFAS 160 did not have a material impact on the
Company’s financial statements.




On March
1, 2009, the Company adopted the Financial Accounting Standards Board's Staff
Position (FSP) on the Emerging Issues Task Force (EITF) Issue No. 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions are Participating
Securities”.   The FSP required that all unvested share-based
payment awards that contain nonforfeitable rights to dividends should be
included in the basic Earnings Per Share (EPS) calculation.  This
standard did not affect the financial position or results of
operations.




In April
2009, the FASB issued FSP FAS No. 107-1 and APB 28-1, “Interim Disclosures about Fair
Value of Financial Instruments” (“FSP FAS No. 107-1 and APB 28-1”). This
FSP amends FASB Statement No. 107, “Disclosures about Fair Values of Financial
Instruments,” to require disclosures about fair value of financial instruments
in interim financial statements as well as in annual financial statements. APB
28-1 also amends APB Opinion No. 28, “Interim Financial Reporting,” to require
those disclosures in all interim financial statements. This standard is
effective for interim periods ending after June 15, 2009, but early adoption is
permitted for interim periods ending after March 15, 2009. The adoption of this
standard during the second quarter of fiscal 2010 had no impact on the Company’s
financial position or results of operations.




In
May 2009, the FASB issued SFAS No. 165, “Subsequent Events” . This
standard is intended to establish general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. Specifically,
this standard sets forth the period after the balance sheet date during which
management of a reporting entity should evaluate events or transactions that may
occur for potential recognition or disclosure in the financial statements, the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements, and the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date.  SFAS No. 165 is effective for
fiscal years and interim periods ended after June 15, 2009 and will be
applied prospectively. The adoption of this standard during the second quarter
of fiscal 2010 had no impact on the Company’s financial position or results of
operations.




In
June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS
No. 168, “The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles” . This standard replaces SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” , and establishes only two levels of U.S.
generally accepted accounting principles (“GAAP”), authoritative and
nonauthoritative. The FASB Accounting Standards Codification (the
“Codification”) will become the source of authoritative, nongovernmental GAAP,
except for rules and interpretive releases of the Securities and Exchange
Commission (“SEC”), which are sources of authoritative GAAP for SEC registrants.
All other nongrandfathered, non-SEC accounting literature not included in the
Codification will become nonauthoritative. This standard is effective for
financial statements for interim or annual reporting periods ending after
September 15, 2009.  The Company will begin to use the new guidelines
and numbering system prescribed by the Codification when referring to GAAP in
the third quarter of fiscal 2010.  As the Codification was not intended to
change or alter existing GAAP, it will not have any impact on the Company’s
financial statements.




Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force), the AICPA, and the SEC did not, or are not believed by
management to, have a material impact on the Company's present or future
financial statements.





Item
3.  Quantitative and Qualitative Disclosures About Market Risk




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


12




Item
4.  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.





In
designing and evaluating disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable, not absolute assurance of achieving the
desired objectives. Also, 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, have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty and that breakdowns can occur because of simple error or mistake. The
design of any system of controls 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.





Evaluation
of Disclosure Controls and Procedures




Based on
management’s evaluation (with the participation of our CEO and Chief Financial
Officer (Principal Accounting Officer)), as of the end of the period covered by
this report, our CEO and Principal Accounting Officer have concluded that our
disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange
Act)), are effective to provide reasonable assurance that information required
to be disclosed by us in reports that we file or submit under the Exchange Act
is recorded, processed, summarized, and reported within the time periods
specified in SEC rules and forms, and is accumulated and communicated to
management, including our principal executive officer and principal financial
officer, as appropriate, to allow timely decisions regarding required
disclosure.




Changes
in Internal Control Over Financial Reporting




There
were no changes to our internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during
the period covered by this report that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.





Inherent
Limitations on Effectiveness of Controls




Our
management, including the CEO and Principal Accounting Officer, does not expect
that our disclosure controls or our internal control over financial reporting
will prevent or detect all error and all fraud. A control system, no matter how
well designed and operated, can provide only reasonable, not absolute, assurance
that the control system’s objectives will be met. 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. Further, because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that misstatements due to error or fraud will not
occur or that all control issues and instances of fraud, if any, have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty and that breakdowns can occur because of simple
error or mistake. Controls can also be circumvented by the individual acts of
some persons, by collusion of two or more people, or by management override of
the controls. The design of any system of controls is based in part on 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. Projections of any evaluation of controls effectiveness to
future periods are subject to risks. Over time, controls may become inadequate
because of changes in conditions or deterioration in the degree of compliance
with policies or procedures.


13





PART
II


OTHER
INFORMATION




Item
1.   Legal Proceedings




None





Item
1A.  Risk Factors





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. The following
important factors, among others, could cause our actual business, financial
condition and future results to differ materially from those contained in
forward-looking statements made in this Quarterly Report or presented elsewhere
by management from time to time.





Our
limited resources may not be sufficient for us to implement our Acquisition
Strategy.





We have
limited resources. We are pursuing an acquisition strategy, whereby we will seek
to acquire undervalued businesses.  The implementation of our strategy
is highly dependent on retaining professions such as lawyers, accountants and
investment bankers to consummate any proposed transaction.  As a
result of our limited resources, we may not have sufficient capital to retain
such professions and as a result, may not be able to successfully implement our
strategy.





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 are
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.


14





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.





We
May Pursue an Acquisition with a Target Operating Outside the United States
Which will Entail the 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.





Harvey
Judkowitz, our CEO, is Critical to Our Future Success





Our
ability to successfully carry out our business plan and to consummate additional
acquisitions will be dependent upon the efforts of Mr. Judkowitz.
Notwithstanding the significance of Mr. Judkowitz, we have not obtained any "key
man" life insurance on his life. The loss of the services of Mr. Judkowitz would
have a material adverse effect on our ability to successfully achieve our
business objectives. If additional personnel are required, there can be no
assurance that we will be able to retain such necessary additional
personnel.





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. Accordingly, any return
on a stockholders’ investment will require the appreciation of our common
shares.  There can be no assurance that the value of our common shares
will increase.





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
Nevada. 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.


15


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
2.  Unregistered Sales of Equity Securities




None





Item
3.  Defaults Upon Senior Securities




None




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




None




Item
5.  Other Information




None




Item
6.   Exhibits




31.1
            Certification
      of the Chief Executive and the Chief Financial Officer pursuant to Section
      302 of the Sarbanes-Oxley Act of
2002




32.1
            Certification
      of the Chief Executive and the Chief Financial Officer pursuant to 18
      U.S.C. Section 1350


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SIGNATURES





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




PHOTOVOLTAIC
      SOLAR CELLS, INC.Dated:
      October 13, 2009
                    By:
                    /S/ Harvey JudkowitzHarvey
      Judkowitz, Chief Executive Officer and Principal Accounting
      Officer


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