UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-QSB  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the Quarter Ended March 31, 2007 Commission File Number 000-50502  GiraSolar, Inc. --------------------------------------------------------- (Exact name of Registrant as specified in its charter)   Delaware     68-0526359 ------------------------     ----------------------------------- (State of Incorporation)   I.R.S. Employer Identification Number)  173 Parkland Plaza, Ste B, Ann Arbor MI 48103 ---------------------------------------------------- (address of principal executive offices) (Zip Code)  Registrant's telephone number, including area code: (734) 418-3004   ---------------------------------------------------------------- (Former name, address or fiscal year 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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No ----------  ---------- Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).          Yes [ ]  No [X]  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).               Yes [ ]  No [X]     APPLICABLE ONLY TO CORPORATE ISSUERS  The total number of shares outstanding of the issuers common shares, par value $.01, as of October 25, 2007 is as follows: 36,113,700   CAUTIONARY LEGEND REGARDING FORWARD-LOOKING STATEMENTS  Some of the information in this Quarterly Report on Form 10-QSB may 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, both as amended. These forward-looking statements are subject to various risks and uncertainties. The forward-looking statements include, without limitation, statements regarding our future business plans and strategies and our future financial position or results of operations, as well as other statements that are not historical. You can find many of these statements by looking for words like "will", "may", "believes", "expects", "anticipates", "plans" and "estimates" and for similar expressions. Because forward-looking statements involve risks and uncertainties, there are many factors that could cause the actual results to differ materially from those expressed or implied. These include, but are not limited to, economic conditions. This Quarterly Report on Form 10-QSB contains important cautionary statements and a discussion of many of the factors that could materially affect the accuracy of our forward-looking statements and such statements and discussions are incorporated herein by reference. Any subsequent written or oral forward-looking statements made by us or any person acting on our behalf are qualified in their entirety by the cautionary statements and factors contained or referred to in this section. We do not intend or undertake any obligation to update any forward-looking statements to reflect events or circumstances after the date of this document or the date on which any subsequent forward-looking statement is made or to reflect the occurrence of unanticipated events.   PART I  FINANCIAL INFORMATION  Item 1. Financial Statements  GIRASOLAR, INC.  UNAUDITED INTERIM FINANCIAL STATEMENTS  March 31, 2007   GiraSolar, Inc. Consolidated Balance Sheets (Unaudited)March 31,December 31,20072006ASSETSCURRENT ASSETSCash$      1,654,665$      861,574Notes receivable--Accounts receivable, net827,7344,720,686Inventory570,087738,879Prepayments3,809,604409,107Investments, held for resale2,5362,502TOTAL CURRENT ASSETS6,864,6266,732,748Furniture and vehicles, net29,33824,249Goodwill3,334,6253,334,625Customer list, net2,208,6132,329,810Due from related parties528,606426,854Tax refunds receivable144,49463,414Other receivables30,68529,4236,276,3616,208,375TOTAL ASSETS$    13,140,987$    12,941,123            Girasolar, Inc. Consolidated Balance Sheets (continued)  (Unaudited)March 31,December 31,20072006LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIESNotes payable1,472,0621,422,298Current derivative liability110,99482,817Accounts payable356,142390,085Customer prepayments6,371,4085,816,336Other accruals654,886675,555Accrued interest343,613299,273Provision for warranty claims294,106290,214Due to related party4,0504,024TOTAL CURRENT LIABILITIES9,607,2618,980,602MINORITY INTEREST-20,868COMMITMENTS AND CONTINGENCIES--STOCKHOLDERS' EQUITY(DEFICIT)Preferred stock, $0.001 par value, 5,000,000shares authorized, 1,000,000 Class A sharesissued and outstanding1,0001,000Common stock, $0.01 par value, 1,000,000,000shares authorized, 35,598,700 shares issuedand outstanding at March 31, 2007 andDecember 31, 2006355,987355,987Subordinated loan128,679128,679Additional paid-in capital7,303,1207,303,120Accumulated deficit(4,203,123)(3,784,577)Other comprehensive income(loss)(51,937)(64,556)TOTAL STOCKHOLDERS' EQUITY(DEFICIT)3,533,7263,939,653TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$    13,140,987$    12,941,123   The accompanying notes are an integral part of these financialstatements.          GiraSolar, Inc.Consolidated Statements of Operations(Unaudited)Three months ended March 31,20072006REVENUE$4,876,855$4,399,538COST OF REVENUE4,620,2844,152,740GROSS PROFIT256,571246,798EXPENSES:Selling, general and administrative682,096225,285TOTAL EXPENSES682,096225,285INCOME (LOSS) FROM OPERATIONS(425,525)21,513OTHER INCOME (EXPENSE):Interest income-68Loss on derivative liability(28,177)-Interest expense(49,702)(38,158)TOTAL OTHER INCOME (EXPENSE)(77,879)(38,090)LOSS BEFORE PROVISION FORINCOME TAXES(503,404)(16,577)PROVISION FOR INCOME TAXES(63,990)25,475LOSS BEFORE MINORITY INTEREST(439,414)(42,052)MINORITY INTEREST(93,924)(32,886)NET LOSS$(345,490)$(74,938)BASIC AND DILUTED LOSS PERCOMMON SHARE$(0.01)$(0.02)WEIGHTED AVERAGE NUMBER OFCOMMON SHARES OUTSTANDING -BASIC AND DILUTED35,598,7006,404,036        GiraSolar, Inc.Consolidated Statements of Cash Flows(Unaudited)Three months ended March 31,20072006CASH FLOWS FROM OPERATING ACTIVITIES:Net loss$(345,490)$(74,938)Adjustment to reconcile net loss to net cashprovided by (used in) operating activities:Depreciation and amortization121,9212,077Issuance of common stock for services5,500Change in derivative liability28,177-Notes payable issued for salaries50,00050,000Other comprehensive income12,619-Changes in operating assets and liabilities:Accounts receivable3,892,9522,443,425Inventory168,792(107,250)Prepayments(3,400,497)(697,642)Tax refund receivable(81,090)(60,690)Other receivables(1,262)(134,851)Accounts payable and accrued expenses548,458(344,762)Provision for warranty claims-74,813Minority interests(93,924)67,902Net cash provided by (used in) operating activities900,6561,223,584CASH FLOWS FROM INVESTING ACTIVITIES:Notes receivable-Investments-50,000Advances to related parties(101,752)2,250Property and equipment additions(5,813)(6,592)Net cash provided by (used in) financing activities(107,565)45,658CASH FLOWS FROM FINANCING ACTIVITIES:Advances from related party, net-371,948Proceeds from the sale of common stock-49,972Net cash provided by (used in) financing activities421,920INCREASE (DECREASE) IN CASH793,0911,691,162CASH, Beginning of year861,574119,380CASH, End of year$1,654,665$1,810,542SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:Interest paid$49,702$5,579Income taxes paid$-$-     Note 1  Organization and Significant Accounting Policies  Organization and Line of Business  GiraSolar, Inc. is broad based solar energy company with business activities in several segments of the solar value chain ranging from silicon raw material supply to system integration. GiraSolar Inc. was established after Legend Investment Corp. acquired a majority of the Dutch GiraSolar BV group in February 2006 and consequently changed its name to GiraSolar Inc. and abandoned all its previous business activities not related to solar energy. GiraSolar BV- the majority owned subsidiary of GiraSolar Inc. which is operating in the field of solar energy and related products - was established in 2003 in Deventer, the Netherlands by W.M. Koornstra, H.J.M. Keijzer and K.H.J.M. Dirven, three seasoned solar energy entrepreneurs with a track record dating back to 1993 for W.M. Koornstra, involving on-grid and off-grid solar and R&D activities. GiraSolar BV operates two fully owned subsidiaries in the Netherlands (DutchSolar BV and GiraMundo BV) and a 51% owned subsidiary in Turkey (GiraSolar Turkey Ltd. Ste.) and a fully owned sales support office in Spain.  These financial statements include the Company and its subsidiary  GiraSolar, B.V.  The primary activities of GiraSolar, B.V. consist of the production of solar energy equipment; the sale of solar energy applications and equipment; and consultancy of solutions in the field of solar energy applications and equipment.   Basis of Presentation  The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company incurred a net loss for the three months ended March 31, 2007 of $345,490 and at March 31, 2007, had an accumulated stockholders equity of $3,533,726 and a working capital deficit of $2,742,635.  These conditions raise substantial doubt as to the Companys ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  Principles of Consolidation       The consolidated financial statements include the accounts of GiraSolar, B.V. and its two wholly owned subsidiaries and one 51% owned subsidiary, of which the Company has the ability to exercise control and direct operations.  All material intercompany balances and transactions have been eliminated on consolidation.  Revenue Recognition  Revenue is recognized in accordance with SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements.  The Company recognizes revenue when the significant risks and rewards of ownership have been transferred to the customer pursuant to applicable laws and regulations, including factors such as when there has  been evidence of a sales arrangement, the performance has occurred, or service have been rendered, the price to the buyer is fixed or determinable, and collectability is reasonably assured.  Revenues from the sale of solar energy equipment are recognized upon delivery.  Revenues from services are recognized in proportion to the services rendered.  Government operating grants are included in the statement of operations in the year to which the subsidized expenses are charged, in which the loss of income is incurred, or in which the operating loss has occurred.  Stock Based Compensation SFAS No. 123, Accounting for Stock-Based Compensation, establishes and encourages the use of the fair value based method of accounting for stock-based compensation arrangements under which compensation cost is   determined using the fair value of stock-based compensation determined as of the date of grant and is recognized over the periods in which the related services are rendered. The statement also permits companies to elect to continue using the current intrinsic value accounting method specified in Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, to account for stock-based compensation. The Company has elected to use the intrinsic value based method and has disclosed the pro forma effect of using the fair value based method to account for its stock-based compensation issued to employees. For options granted to employees where the exercise price is less than the fair value of the stock at the date of grant, the Company recognizes an expense in accordance with APB 25. For non-employee stock based compensation the Company recognizes an expense in accordance with SFAS No. 123 and values the equity securities based on the fair value of the security on the date of grant. For stock-based awards the value is based on the market value for the stock on the date of grant and if the stock has restrictions as to transferability a discount is provided for lack of tradability. Stock option awards are valued using the Black-Scholes option-pricing model.  Use of Estimates  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates.  Fair Value of Financial Instruments  For certain of the Companys financial instruments, including cash and cash equivalents, other current assets, accounts payable, accrued interest and due to related party, the carrying amounts approximate fair value due to their short maturities.  Cash and Cash Equivalents  For purposes of the statements of cash flows, the Company defines cash equivalents as all highly liquid debt instruments purchased with a maturity of three months or less, plus all certificates of deposit.  Concentration of Credit Risk  Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents and accounts receivables. The Company places its cash with high quality financial institutions and at times may exceed the FDIC $100,000 insurance limit. The Company extends credit based on an evaluation of the customers financial condition, generally without collateral. Exposure to losses on receivables is principally dependent on each customers financial condition. The Company monitors its exposure for credit losses and maintains allowances for anticipated losses, as required.  Furniture and Vehicles, net  Acquisitions of furniture and vehicles are recorded at cost.  Improvements and replacements of furniture and vehicles are capitalized.  Maintenance and repairs that do not improve or extend the lives of furniture and vehicles are charged to expense as incurred.  When furniture and vehicles are retired, their cost and related accumulated depreciation are removed from the accounts and any gain or loss is reported in the statements of operations.  Depreciation is computed using the straight-line method based on the estimated useful life of each class of depreciable assets as follows:  Furniture and fixtures 5 -10 years Vehicles 3 -  5 years  Impairment of Long-Lived Assets SFAS No. 144 requires that long-lived assets to be disposed of by sale, including those of discontinued operations, be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing   operations or in discontinued operations.  SFAS No. 144 broadens the reporting of discontinued operations to include all components of an entity with operations that can be distinguished from the rest of the entity and that will be eliminated from the ongoing operations of the entity in a disposal transaction. SFAS No. 144 also establishes a primary-asset approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. The Company has no impairment issues to disclose.  Accrued Product Warranties The Companys product warranty accrual reflects managements estimate of probable liability as a percentage of product sales.  Management establishes product warranty accruals based on historical experience and currently available information.  The provision was established for the year ended December 31, 2005 is based on 1.75% of the sales of GiraMundo B.V. and DutchSolar B.V.  The provision is short-term in nature.  Management has determined that no additional accrual was required for the three months ended March 31, 2007.  Income Taxes  The Company accounts for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes. Deferred taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.      Earnings (Loss) Per Share  The Company reports earnings (loss) per share in accordance with SFAS No. 128, Earnings per Share. Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since the effect of the assumed conversion of options and warrants to purchase common shares would have an anti-dilutive effect. The Company had no potential common shares equivalents as of March 31, 2007 and 2006.  All common stock shares are presented to reflect a five for 2 forward stock split approved by the Board of Directors on April 12, 2006.  All share and per share information has been retroactively restated to reflect this stock split.  Comprehensive Loss  SFAS No. 130, Reporting Comprehensive Loss, establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Total comprehensive loss consists of the net income for the respective periods, the foreign currency translation adjustments, and the unrealized loss on available for sale securities.  Recently Issued Accounting Pronouncements  In July 2006, the Financial Accounting Standards Board issued FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109.  FIN 48 provides guidance for the recognition, measurement, classification and disclosure of the financial statement effects of a position taken or expected to be taken in a tax return (tax position).  The financial statement effects of a tax position must be recognized when there is a likelihood of more than 50 percent that based on the technical merits, the position will be sustained upon examination and resolution of the related appeals or litigation processes, if any.  A tax position that meets the recognition threshold must be measured initially and subsequently as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority.  The interpretation is effective for fiscal years beginning after December 15, 2006.  The Company does not expect its adoption of FIN 48 to have a material impact on its consolidated financial portion, results of operations or cash flows.  In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157 (SFAS No. 157), Fair Value Measurements.  This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements.  The Statement applies under other accounting pronouncements that require or permit fair value measurements.  SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, or the Companys fiscal year ending September 30, 2009.  The Company does not expect the adoption of this new standard to have a material impact on its consolidated financial position, results of operations or cash flow.  In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans.  This Statement improves financial reporting by requiring an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income.  This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions.  The effective date to initially recognize the funded status and to provide the required disclosures is for fiscal years ending after December 15, 2006, or the Companys fiscal year ending September 30, 2007.  The requirement to measure plan assets and benefit obligations is effective for fiscal years ending after December 15, 2008, or the Companys fiscal year   ending September 30, 2009.  The Company does not expect the adoption of this new standard to have a material impact on its consolidated financial position, results of operations or cash flows.  In February 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities and is effective for fiscal years beginning after November 15, 2007.  This Statement permits entities to choose to measure many financial instruments and certain other items at fair value.  The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  The Company is currently assessing the impact the adoption of this pronouncement will have on the financial statements.   Foreign Currency Translation  GiraSolar, B.V. maintains its books and records in Euros, the currency of the Netherlands.  The Euro is the Companys functional currency, as the Companys business activities are located in the Netherlands and dominated in Euros.  Assets, and liabilities are translated into United States Dollars have been made at the rate of $1.3374 (US$), the exchange rate prevailing at March 31, 2007. Revenue and expenses are translated into United States Dollars at the rate of $1.31093, the average exchange rate during the three months ended March 31, 2007.   No representation is made that the Euro amount could have been, or could be converted into US$ at that rate or at any other rate.  Foreign currency translation gains or losses are recorded as other comprehensive income in the stockholders equity section of the balance sheet.  Note 2  Inventories  Inventories of raw materials, consumables, and finished goods are valued at the lower of cost or market, on a first-in, first-out basis.  The market value is determined by individual assessment of the inventories.  Inventory consists of the following at March 31, 2007:  Finished goods $ 570,087  Note 3  Accounts Receivable and Allowance For Doubtful Accounts  Trade accounts receivable are presented net of an allowance for doubtful accounts.  The Company estimates the allowance based on an  analysis of specific customers, taking into consideration  the age of accounts and an assessment of the customers ability to pay.  The Company has determined based upon these considerations that no allowance for doubtful accounts is required at March 31, 2007.  Note 4  Furniture and Vehicles  Property and equipment consists of the following at March 31, 2007: Furniture and fixtures $ 27,692 Vehicles 9,471  37,163 Less  Accumulated depreciation (7,825)   $ 29,338    Note 5  Notes Payable (Including Related Party) Notes payable consist of the following at March 31, 2007:  Notes payable to a Company officer bearing interest upon default at 21% per annum. These notes are unsecured and were due on demand, and are in default at December 31, 2006 and 2005.  These notes were issued for past due compensation for 2002, 2003, and 2004 salary convertible at .02 per share $466,665   Notes payable to a former employee of the Company.  Notes bear interest upon default at 21% per annum.  These notes are unsecured and are due on demand, and are in default at December 31, 2006 and 2005.  These notes were issued for past due compensation $127,500  Notes payable to a Company officer, currently non-interest bearing, bears interest  only upon default at 21% per annum, unsecured and due on demand. Convertible into common stock at $.02 per share. This note was issued for 2005 salary past due compensation. $250,000  Notes payable to a Company officer, currently non-interest bearing, bears interest only upon default at 21% per annum, unsecured and due on demand. Convertible into common stock at $.35 per share. This note was issued for 2006 salary past due compensation. $175,000  Notes payable to a Company officer, currently non-interest bearing, bears interest only upon default at 21% per annum, unsecured and due on demand. Convertible into common stock at $.35 per share. This note was issued for 2007 salary past due compensation.  $50,000  Notes payable to a Company officer, currently non-interest bearing, bears interest only upon default at 21% per annum, unsecured and due on demand.  Convertible into common stock at $.02 per share. This note was issued for expenses advanced to fund operations $303,362  Notes payable to a Company officer, currently bears interest at 8%, upon default bears interest at 21%, per annum  unsecured and due on demand.  Convertible into common stock at $.10 per share. This note was issued for expenses advanced. $66,985  Notes payable to a Company officer, currently bears interest at 8%, upon default bears interest at 21% per annum, unsecured and due on demand.  Convertible into common stock at $.10 per share. This note was issued for legal fees advanced.  $29,000  Notes payable to an individual, non-interest bearing, unsecured and due on demand. $3,550  Total $1,472,062  Other related parties have made a private loan to the Company.  The loan is subordinated to all existing and future liabilities of the Company.  The loan includes interest at 5% annually.  The loan is not yet formalized, and therefore there is no interest accrual at March 31, 2007.  The amount of this loan is $128,679.  This subordinated loan is included in the stockholders equity section of the balance sheet.     Note 6  Related Party Transactions  A total of $57,844 is due from three companies that are controlled by a related Company. These advances are non-interest bearing and the Company can demand payment at any time.  A total of $470,722 is due from seven companies that are related to GiraSolar, B.V. These advances are non-interest bearing,  Notes payable to related Parties consist of the following at March 31, 2007:  Notes payable to a Company officer bearing interest upon default at 21% per annum.  These notes are unsecured and were due on demand, and are in default at December 31, 2006 and 2005.  These notes were issued for past due compensation for 2002, 2003, and 2004 salary convertible at .02 per share $466,665  Notes payable to a Company officer, currently non-interest bearing, bears interest upon default at 21% per annum, unsecured and due on demand. Convertible into common stock at $.02 per share. This note was issued for 2005 salary past due compensation. $250,000  Notes payable to a Company officer, currently non-interest bearing, bears interest upon default at 21% per annum, unsecured and due on demand. Convertible into common stock at $.35 per share. This note was issued for 2006 salary past due compensation.   $175,000  Notes payable to a Company officer, currently non-interest bearing, bears interest upon default at 21% per annum, unsecured and due on demand. Convertible into common stock at $.35 per share. This note was issued for 2007 salary past due compensation.   $50,000  Notes payable to a Company officer, currently non-interest bearing, bears interest upon default at 21% per annum, unsecured and due on demand. Convertible into common stock at $.02 per share. This note was issued for expenses advanced $303,362  Notes payable to a Company officer, currently bears interest at 8%, bears interest upon default at 21% per annum, unsecured and due on demand. Convertible into common stock at $.10 per share.  This note was issued for expenses advanced.  $66,985  Notes payable to a Company officer, currently non-interest bearing, bears interest upon default at 21% per annum, unsecured and due on  demand. Convertible into common stock at $.10 per share This note was issued for legal fees advanced. $29,000   Total $1,341,012   Note 7  Common Stock Transactions  All share and per share data has been adjusted to reflect our recapitalization in which each two share of common stock outstanding were converted into five shares of common stock.  During the first quarter, 2005, the Company issued 587,500 common shares for cash totaling $15,925.  During the second quarter, 2005, the Company issued 1,475,000 common shares for services rendered totaling $65,300.  During the first quarter, 2006, the Company issued 5,000,000 common shares to purchase 51% of the outstanding shares of GiraSolar, B.V. The shares were valued at market and totaled $580,000.  During the first quarter, 2006, the Company issued 8,905,000 common shares for services rendered totaling $826,000.  During the first quarter, 2006, the Company issued 937,500 common shares to retire approximately $50,000 of debt.  During the second quarter, 2006, the Company issued 940,000 common shares for services rendered totaling $158,200.  During the third quarter, 2006, the Company issued 120,000 common shares for services rendered totaling $33,600.  During the fourth quarter, 2006, the Company issued an additional 7,500,000 common shares to complete the purchase of 51% of the outstanding shares of GiraSolar, B.V. The shares were valued at market and totaled $5,250,000.  During the fourth quarter, 2006, the Company issued 500,000 common shares for services rendered totaling $350,000.  There were no common stock transactions for the three months ended March 31, 2007   Note 8  Notes Receivable  On April 6, 2005 the Company entered into an agreement with a Michigan limited liability corporation to advance funds totaling $500,000 in exchange for a demand promissory note bearing interest at the rate of 6% per annum.  As of December 31, 2006, the Company has only advanced $10,000 on the agreement.  The Company had deemed that this note receivable was uncollectible, and had recorded the balance as a bad debt at December 31, 2006  On June 24, 2005 the Company advanced $10,000 to an information technology company for a period of 120 days.  The Company had deemed that this note receivable was uncollectible, and had recorded the balance as a bad debt at December 31, 2006   Note 9  Investments  On September 12, 2005 the Company entered into an agreement to invest a total of $400,000 in a combination of stock and cash into a company owning interests in various oil and gas wells situated in Texas.  The investment is to be made over a 60 day period from the date of the signing of the agreement.  The Company as result of the investment will be entitled to receive 30% of the future revenues derived from the properties.  Up to December 31, 2006, the Company had advanced $30,000.  At December 31, 2006, the Company had written-off this investment to operations in the amount of $30,000.    On June 24, 2005 the Company invested $10,000 in QRS/HandMade Recordings Inc. The agreement calls for a total commitment of $1,000,000 for all of the issued capital stock in HandMade, of which $300,000 is to be funded by June 10, 2005.  The Company is presently in default of its obligations under this agreement.   At December 31, 2006, the Company had written-off this investment to operations in the amount of $10,000.  The Company has adopted SFAS 130 as required by the Financial Accounting Standards Board.  SFAS 130 requires that securities that are available for sale be presented at market value on the balance sheet date.  Unrealized gains and losses are recognized as a separate component of stockholders equity.  The specific identification method is used in calculating realized gains and losses.  SFAS 130 also requires a statement of comprehensive income which adjusts net income for the unrealized activity.  At December 31, 2006 the fair market value of common equity securities with a cost of $111,753 was $2,502 and at March 31, 200 7the fair market value of such securities was $2,536.  The unrealized loss of $109,251 at December 31, 2006 was included as a component of other comprehensive income.   Note 10  Contingent liabilities  The Company is not aware of any material contingent liabilities involving the Company.   Note 11  Income taxes  Income taxes are accounted for in accordance with SFAS 109, Accounting for Income Taxes, using the asset and liability method.  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in  the period that includes the enactment date.  Dutch income taxes have been recorded on the net income of the consolidating entities which are not a fiscal unity for the Dutch income tax. In addition, an income tax refund receivable has been recorded for one of the consolidating Dutch entities, which has a net operating loss.  The receivable is recorded as another asset since it will not be received until that Company has taxable income.  Substantially all of the undistributed earnings of foreign subsidiaries are considered permanently invested and, accordingly, no federal income taxes thereon have been provided.  Should those earnings be distributed, foreign tax credits would reduce the federal income tax that would be payable.  Availability of credits is subject to limitations; accordingly, it is not practicable to estimate the amount of the ultimate deferred tax liability, if any, on accumulated earnings.   Note 12  Acquisitions  On February 21, 2006, the Company completed the acquisition of 51% of the capital stock of GiraSolar, B.V., a Netherlands corporation, in exchange for a private placement transaction of five million shares of the Companys restricted common stock (as adjusted for the five for two forward stock split), with an additional 7,500,000 shares issued on October 12, 2006.  The fair market value of the Companys common stock on February 21, 2006 and October 12, 2006, was used to determine the purchase price of $5,830,000.  The purchase price was allocated to tangible and intangible assets and liabilities at the date of acquisition as follows:       Current assets$1,068,935Property and equipment6,978Other assets217,843Customer list2,423,936Goodwill3,334,625Total assets$7,025,317Less  Total liabilities1,222,317$5,830,000  The acquisition was accounted for as a purchase transaction, and accordingly, the assets and liabilities of GiraSolar, B.V. were recorded at their estimated fair values at the date of acquisition.  Intangible assets consisting of the customer list will be amortized on a straight-line basis over the estimated useful life of six years.  The fair value of the customer list was based on the estimated discounted net cash flows after income taxes over the estimated life of the customer list.  Amortization of the customer list included in selling, general and administrative expenses for the three months ended March 31, 2007 totaled $121,197.  Amortization expense related to the customer list of GiraSolar, B.V. for the each of the years ending December 31, 2007, through 2011, is estimated to be $403,989, and for the year ending December 31, 2012 is estimated to be $309,865.  Goodwill represents the excess of the cost of the GiraSolar, B.V. acquisition over the fair value of the related net assets at February 21, 2006.  Under SFAS No. 142, Goodwill and Other Intangible Assets, goodwill is subject to annual impairment testing or more frequent testing if an event occurs or circumstances change that would more likely than not reduce the carrying value of the 51% ownership in GiraSolar, B.V. below its fair value.  The impairment testing involves determining the fair market value of the 51% ownership of the issued capital stock of GiraSolar, B.V.  Based upon this assessment, the Company has determined that there has been no required adjustment to the carrying value of the goodwill associated with the acquisition of GiraSolar, B.V. any future impairment of goodwill could have a material impact on the Companys financial position and its results of operations.  The results of operations for the three months ended March 31, 2006 include the results of GiraSolar, B.V. from its acquisition date of February 21, 2006.   Note 13  Segment Information  The Company adopted SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information, in respect of its operating segments.  The Companys reportable segment is production, sale and consultancy in the field of solar energy applications and equipment.  The segment is managed separately because it requires different technology and marketing strategies.  The Company evaluates performance based on the operating earnings of the business unit.  The accounting policies of the segment are the same as those described in the summary of significant accounting policies.  The segment assets include cash, accounts receivable, inventory, and other receivables. There were no significant intercompany transactions during any of the reported periods.  In determining operating income by reportable segment, general corporate expenses and other income and expense items of a non-operating nature are not considered, as such items are not allocated to the Companys segments.  Segment information for the three months period ended March 31, 2007 is as follows:      (A)Net revenues$4,876,855(B)Net loss for the reportable segment191,679Net loss for the Company(439,411)Reconciliation  Unallocated corporate expense247,732(C)Assets for reportable segment$7,539,865Other corporate assets5,722,320   Note 14  Concentrations  The Company sells its solar products and services to customers in Europe, South East Asia, Canada, the United States and other countries. For the three months period ended March 31, 2007 our revenues were derived approximately as follows:  Europe 79.80% South-East Asia 16.50% Others 3.70%  For the three months ended March 31, 2007, sales to the Companys ten largest customers accounted for approximately 90% of the Companys total revenues.   Note 15  Foreign Operations  The Companys operating segment is located in the Netherlands.  Foreign operations are subject to risks inherent in operating under different legal systems and various political economic environments.  Among the risks are changes in existing tax laws, possible limitations on foreign investment and income repatriation, government price or foreign exchange and income repatriation, government price or foreign exchange controls, and restrictions on currency exchange.  Net assets of foreign operations are 56% of the Companys total net assets.          Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION  The following discussion should be read in conjunction with our financial statements and the related notes included in this Form 10-QSB.  Operating Results for the Three Months Ended March 31, 2007 and 2006  Revenues. Revenue for the three months ended March 31, 2007 increased approximately 10.8% from $4,399,538 for the quarter ended March 31, 2006 to $4,876,855 for the quarter ended March 31, 2007. This increase is primarily attributable to increased sales within the EU through business to business channels.  Gross Profit (Loss). The Company generated gross profit for the first quarter of March 31, 2007 of  $256,571 which represented approximately  5.3% of revenue, as compared to gross profit of $246,798 for the first quarter 2006, which represented approximately 5.6% of revenue for such quarter. The Company attributes its slight decrease in gross profit margin to a spike in buying prices during the first quarter of 2007 of the products that we use and market wide slowing sales due to delays in regulatory reviews in main markets which resulted in lower than anticipated revenue.  Operating Expenses. Our operating expenses during the three months ended March 31, 2007 increased approximately 203% to $682,096 as compared to $225,285 for the three months ended March 31, 2006. This significant increase is the result of our intensified marketing efforts in general, and in Spain and Greece specifically, and incorporates expenses for the establishment of a support office in Logroño, Spain, trade fairs and exhibitions. The expenses also include Management, Selling, General and Administrative expenses in the EU and the USA, of which a large part is attributable to the compensation paid to employees in the USA.  Net Income (Loss). Our net loss during the three months ended March 31, 2007 was $345,490 as compared to $74,938 during the three months ended March 31, 2006. The increase in the loss was mainly caused by the Companys increased operating expenses and to a lesser extent the higher cost of revenue which was partially offset by the increase in revenue.  Changes in Balance Sheet.  At March 31, 2007, we had current assets of $6,864,626 as compared to $6,732,748 at December 31, 2006, an increase of 2%. Total assets were $13,140,987 at March 31, 2007 as compared to $12,941,123 at December 31, 2006, representing an increase of 3%.  Total liabilities were to $9,607,261 at March 31, 2007 as compared to $8,980,602 at December 31, 2006 and stockholders' equity (deficit) at March 31, 2007 of $3,533,726 as compared to $3,939,653 at December 31, 2006. The increase in liabilities and decrease in stockholders' equity is significantly attributable to management costs in the USA.      Liquidity, Capital Resources and Cash Requirements.  We have historically financed our public companys operations through the sale of stock and loans from an officer. Operations of our subsidiary are fully financed through its income generating sales activities. For the three months ended March 31, 2007 net cash increased $861,574 from $793,091 at the beginning of the year to $ 1, 654,665 as of March 31, 2007 as compared to an increase of $119,380 for the prior year comparable period with $1,810,542 as of March 31, 2006.  This increase was primarily attributable to cash provided from operating activities which was slightly offset by cash used in financing activities. For the three months ended March 31, 2007 net cash provided by operating activities was $900,656 as compared to $1,223,584 for such quarter in the prior year. The cash provided by operating activities was inline with the execution of pre-paid supply contracts to customers in 2006 as opposed to 2007 and increased accounts receivable. Net cash used in financing for the first quarter of 2007 was ($107,565) as compared to $45,658 for the prior years comparable quarter.     Item 3. Controls and Procedures  Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934 (the Exchange Act) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed under the Exchange Act is accumulated and communicated to management, including the Companys Chief Executive Officer and Chief Financial Officer (the Certifying Officers), as appropriate to allow timely decisions regarding required disclosure.  As required by Rules 13a-15 and 15d-15 under the Exchange Act, the Certifying Officers carried out an evaluation of the effectiveness of the design and operation of the Companys disclosure controls and procedures as of March 31, 2007. Their evaluation was carried out with the participation of other members of the Companys management. Based upon their evaluation, the Certifying Officers concluded that the Companys disclosure controls and procedures were effective.  The Companys internal control over financial reporting is a process designed by, or under the supervision of, the Certifying Officers and effected by the Companys Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of the Companys financial reporting and the preparation of the Companys financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Companys assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Companys financial statements in accordance with generally accepted accounting principles, and that the Companys receipts and expenditures are being made only in accordance with the authorization of the Companys Board of Directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a material effect on its financial statements. There has been no change in the Companys internal control over financial reporting that occurred in the quarter ended March 31, 2007, that has materially affected, or is reasonably likely to affect, the Companys internal control over financial reporting.  PART II  OTHER INFORMATION  Item 1. Legal Proceedings  GiraSolar, Inc. is not a party to any material legal proceedings. GiraSolar BV is part of a legal proceeding pertaining to GiraSolar BV  together with other parties - accusing a previous business partner of diverting revenue away from GiraSolar BV and withholding payments to third parties. Reservations pertaining to legal costs have been incorporated since 2004.  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None   Item 3. Defaults Upon Senior Securities N/A  Item 4. Submission of Matters to a Vote of Security Holders None  5. Other Information N/A  Item 6. Exhibits and Reports on Form 8-K  (a) The following exhibits are filed as a part of this report.  No. Description  31.1 Certification of the chief executive officer under 18 U.S.C. section 1350, as adopted in accordance with section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).  32.1 Certification of the chief executive officer under 18 U.S.C. section 1350, as adopted in accordance with section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).  (b) Reports on Form 8-K   GIRASOLAR .  SIGNATURES  In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  GiraSolar, Inc.  Date: November 5, 2007 /s/ Peter Klamka Peter Klamka, CEO    Exhibit 31.1  CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)  I, Peter Klamka, certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB for the quarter ending March 31, 2007 of GiraSolar, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;  b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;  c) evaluated the effectiveness of the small business issuers disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and  d) disclosed in this report any changes in the small business issuers internal control over financial reporting that occurred during the small business issuers most recent fiscal quarter (the small business issuers fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuers internal control over financial reporting; and    5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuers auditors and the audit committee of small business issuers board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuers ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuers internal control over financial reporting.  November 5, 2007 /s/ Peter Klamka Peter Klamka, Principal  Executive Officer  and Principal Financial Officer       EXHIBIT 32.1  CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)   In connection with the Quarterly Report of GiraSolar Inc., a Delaware corporation (the "Company"), on Form 10-QSB for the quarter ending March 31, 2007 as filed with the Securities and Exchange Commission (the "Report"), I, Peter Klamka, CEO, of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to my knowledge:  1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and  2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.  /s/ Peter Klamka Peter Klamka CEO  Date: November 5, 2007