UNITED
      STATES


SECURITIES
      AND EXCHANGE
      COMMISSION


Washington,
      D.C.
      20549





FORM
      10-QSB





(Mark
      One)





x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the
      quarterly period ended October 31, 2007





OR





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
                ACT





For
      the
      transition period from ______________to _______________.





Commission
      File Number 333-139774





SUNOVIA
      ENERGY TECHNOLOGIES,
      INC.


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





Nevada
              (State
                or other jurisdiction of incorporation or organization)
            98-0550703
              (I.R.S.
                Employer Identification No.)





6408
      Parkland Drive, Suite 104,
      Sarasota, Fl 34243


(Address
      of principal executive offices)




941-751- 6800


(Issuer’s
      telephone number)




(Former
      name, former address and former fiscal year if changed since last
      report)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for the 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
o





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


Yes
o 
          No x





The
      number of shares of the Registrant’s Common Stock outstanding as of December 20,
      2007 was 296,257,950.





Transitional
      Small Business Disclosure Format (Check one): Yes o     No
x





1






FORM
      10-QSB


INDEX





PagePART
                I: FINANCIAL
                INFORMATION
            3ITEM
                1. FINANCIAL
                STATEMENTS
            F-1Balance
                Sheet
                (Unaudited)
            F-4Statements
                of Operations
                (Unaudited)
            F-5Statement
                of Changes in
                Stockholders’ Equity (Unaudited)
            F-6Statements
                of Cash Flows (Unaudited)
            F-7Notes
                to  Financial
                Statements (Unaudited)
            F-8
                -
                F-27ITEM
                2. MANAGEMENT’S DISCUSSION
                AND ANALYSIS OR PLAN OF OPERATION
            4ITEM
                3. CONTROLS AND
                PROCEDURES
            9PART
                II. OTHER
                INFORMATION
            10ITEM
                2. UNREGISTERED SALES OF
                EQUITY SECURITIES AND USE OF PROCEEDS
            10ITEM
                3 DEFAULTS UPON SENIOR SECURITIES
            10ITEM
                4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            10ITEM
                6. EXHIBITS
            10SIGNATURES
            11




2
















Add
      insert





Introductory
      Note





Caution
      Concerning Forward-Looking
      Statements





This
      Report and our other communications and statements may contain “forward-looking
      statements,” including statements about our beliefs, plans, objectives, goals,
      expectations, estimates, projections and intentions. These statements are
      subject to significant risks and uncertainties and are subject to change based
      on various factors, many of which are beyond our control. The words “may,”
“could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,”
“intend,” “plan,” “target,” “goal,” and similar expressions are intended to
      identify forward-looking statements. All forward-looking statements, by their
      nature, are subject to risks and uncertainties. Our actual future results may
      differ materially from those set forth in our forward-looking statements.
      Forward-looking statements include, but are not limited to, statements
      about:





·
            our
                expectations regarding our expenses and revenue;·
            our
                anticipated cash needs and our estimates regarding our capital
                requirements and our needs for additional
                financing;


·
            plans
                for future products, for enhancements of existing products and for
                development of new technologies;·
            our
                anticipated growth strategies;


·
            existing
                and new customer relationships;·
            our
                technology strengths;


·
            our
                intellectual property, third-party intellectual property and claims
                related to infringement thereof;·
            anticipated
                trends and challenges in our business and the markets in which we
                operate;


·
            and
                sources of new revenue.





For
      information concerning these factors and related matters, please read our
      prospectus and our SB-2 Registration Statement.  However, other
      factors besides those referenced could adversely affect our results, and you
      should not consider any such list of factors to be a complete set of all
      potential risks or uncertainties. Any forward-looking statements made by us
      herein speak as of the date of this Quarterly Report. We do not undertake to
      update any forward-looking statement, except as required by law.





3




SUN
          ENERGY SOLAR,
          INC.
 (A
          DEVELOPMENT STAGE
          COMPANY)
 
 
 REPORT
          ON REVIEWS
          OF
 FINANCIAL
          STATEMENTS
 
 
 
 FOR
          THE THREE MONTHS ENDED OCTOBER
          31, 2007 AND 2006
 
 SUN
          ENERGY SOLAR, INC.
 (A
          DEVELOPMENT STAGE COMPANY)
 
 
 
 F-1
 
 
 UCONTENTSU
 
 PAGEUFINANCIAL
                      STATEMENTS
                  F-1REPORT
                      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                  F-3BALANCE
                      SHEETS
                  F-4STATEMENTS
                      OF OPERATIONS
                  F-5STATEMENTS
                      OF CHANGES IN STOCKHOLDERS’ EQUITY
                  F-6STATEMENTS
                      OF CASH FLOWS
                  F-7NOTES
                      TO FINANCIAL STATEMENTS
                  F-8-
                      F-27
 F-2
  November
          5, 2007
 (except
          for Note P, as to which the date is November 28, 2007)
 
 
 To
          The
          Board of Directors and Stockholders
 Sun
          Energy Solar, Inc.
 Sarasota
          , Florida
 
 
 
 REPORT
          OF INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 We
          have
          reviewed the accompanying balance sheet of Sun Energy Solar, Inc., (a
          development stage company), as of October 31, 2007 and the statements of
          operations and cash flows for the three months ended October 31, 2007 and
          2006,
          and for the period from inception (November 9, 2005) through October 31,
          2007,
          and the statement of changes in stockholders’ equity for the three months ended
          October 31, 2007.  These financial statements are the responsibility
          of the Company’s management.
 
 We
          conducted our review in accordance with the standards of the Public Company
          Accounting Oversight Board (United States).  A review of interim
          financial information consists principally of applying analytical procedures
          and
          making inquiries of persons responsible for financial and accounting
          matters.  It is substantially less in scope than an audit conducted in
          accordance with standards of the Public Company Accounting Oversight Board
          (United States), the objective of which is the expression of an opinion
          regarding the financial statements taken as a whole.  Accordingly, we
          do not express such an opinion.
 
 Based
          on
          our review, we are not aware of any material modifications that should
          be made
          to the accompanying interim financial statements for them to be in conformity
          with accounting principles generally accepted in the United States of
          America.
 
 We
          have
          previously audited, in accordance with auditing standards of the Public
          Company
          Accounting Oversight Board (United States), the balance sheet of Sun Energy
          Solar, Inc., (a development stage company), as of July 31, 2007 and the
          related
          statements of operations, stockholders’ equity, and cash flows for the period
          from inception (November 9, 2005) through July 31, 2007; and in our report
          dated
          September 19, 2007, we expressed an unqualified opinion on those financial
          statements.  In our opinion, the information set forth in the
          accompanying balance sheet as of July 31, 2007, is fairly stated, in all
          material respects, in relation to the balance sheet from which it has been
          derived.
  /s/ Bobbitt
          Pittenger & Company, P.A.
 Certified
          Public Accountants
 
 Sarasota,
          Florida
  F-3
 SUN
              ENERGY SOLAR, INC.
 (A
              DEVELOPMENT STAGE COMPANY)
 BALANCE
              SHEETS
  October
                      31,
                  
                  
                  July
                      31,2007
                  
                  
                  2007(Unaudited)ASSETSCurrent
                      assets:Cash
                      and cash equivalents
                  
                  $
                  1,725,433
                  
                  
                  $
                  3,457,729Prepaid
                      expenses
                  
                  
                  17,990
                  
                  
                  
                  21,725Inventory
                  
                  
                  102,100
                  
                  
                  
                  43,057TOTAL
                      CURRENT ASSETS
                  
                  
                  1,845,523
                  
                  
                  
                  3,522,511Furniture
                      and equipment, net
                  
                  
                  213,134
                  
                  
                  
                  172,673Other
                      assets
                  
                  
                  53,988
                  
                  
                  
                  53,988$
                  2,112,645
                  
                  
                  $
                  3,749,172LIABILITIES
                      AND STOCKHOLDERS'
                      EQUITYCurrent
                      liabilities:Accounts
                      payable and accrued expenses
                  
                  $
                  1,148,828
                  
                  
                  $
                  895,978Common
                      stock redemption
                  
                  
                  3,144,808
                  
                  
                  
                  -Related
                      party payables
                  
                  
                  9,000
                  
                  
                  
                  9,000TOTAL
                      CURRENT LIABILITIES
                  
                  
                  4,302,636
                  
                  
                  
                  904,978STOCKHOLDERS'
                      EQUITYCommon
                      stock, $0.00005 par value; 1,500,000,000 sharesauthorized:
                      238,365,431 and 264,913,506 at October 31, 2007 and July 31,
                      2007,
                      respectively, issued and outstanding
                  
                  
                  11,913
                  
                  
                  
                  13,241Additional
                      paid-in capital
                  
                  
                  6,133,466
                  
                  
                  
                  8,786,946Deficit
                      accumulated during the development stage
                  
                  
                  (8,335,370
                  )
                  
                  
                  (5,955,993
                  )TOTAL
                      STOCKHOLDERS' EQUITY
                  
                  
                  (2,189,991
                  )
                  
                  
                  2,844,194$
                  2,112,645
                  
                  
                  $
                  3,749,172
  See
              report of independent registered public accounting firm and
 notes
              to
              financial statements.
 F-4
 SUN
              ENERGY SOLAR, INC.
 (A
              DEVELOPMENT STAGE COMPANY)
 STATEMENTS
              OF OPERATIONS
  For
                        the PeriodFrom
                        InceptionFor
                        the Three
                    
                    
                    For
                        the Three
                    
                    
                    (November
                        9, 2005)Months
                        Ended
                    
                    
                    Months
                        Ended
                    
                    
                    ToOctober
                        31, 2007
                    
                    
                    October
                        31, 2006
                    
                    
                    October
                        31, 2007(Unaudited)
                    
                    
                    (Unaudited)
                    
                    
                    (Unaudited)Revenue:
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Expenses:Selling,
                        general and administrative
                    
                    
                    812,318
                    
                    
                    
                    967,969
                    
                    
                    
                    6,569,232Research
                        and development
                    
                    
                    1,599,403
                    
                    
                    
                    127,689
                    
                    
                    
                    2,031,485Total
                        expenses
                    
                    
                    2,411,721
                    
                    
                    
                    1,095,658
                    
                    
                    
                    8,600,717Operating
                        loss
                    
                    
                    (2,411,721
                    )
                    
                    
                    (1,095,658
                    )
                    
                    
                    (8,600,717
                    )Other
                        income:Interest
                    
                    
                    32,344
                    
                    
                    
                    47,577
                    
                    
                    
                    265,347Total
                        other income
                    
                    
                    32,344
                    
                    
                    
                    47,577
                    
                    
                    
                    265,347Loss
                        before income tax benefit
                    
                    
                    (2,379,377
                    )
                    
                    
                    (1,048,081
                    )
                    
                    
                    (8,335,370
                    )Income
                        tax benefit
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Net
                        loss
                    
                    $
                    (2,379,377
                    )
                    
                    $
                    (1,048,081
                    )
                    
                    $
                    (8,335,370
                    )Loss
                        per share:Basic
                    
                    $
                    (0.01
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.04
                    )Diluted
                    
                    $
                    (0.01
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.04
                    )Weighted
                        average number of commonshares outstanding:Basic
                    
                    
                    269,299,905
                    
                    
                    
                    234,929,379
                    
                    
                    
                    232,261,885Diluted
                    
                    
                    269,299,905
                    
                    
                    
                    234,929,379
                    
                    
                    
                    232,261,885
  See
              report of independent registered public accounting firm and
 notes
              to
              financial statements.
 F-5
 SUN
              ENERGY SOLAR, INC.
 (A
              DEVELOPMENT STAGE COMPANY)
 STATEMENTS
              OF CHANGES IN STOCKHOLDERS' EQUITY
  AdditionalCommon
                        Stock
                    
                    
                    Paid-in
                    
                    
                    AccumulatedShares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Deficit
                    
                    
                    TotalBalance
                        at inception, November 9, 2005
                    
                    
                    
                    
                    $
                    
                    
                    
                    $
                    
                    
                    
                    $
                    
                    
                    
                    $Capital
                        contributed by founders
                    
                    
                    177,525,000
                    
                    
                    
                    8,876
                    
                    
                    
                    58,985
                    
                    
                    
                    
                    
                    
                    
                    67,861Shares
                        issued in private placement
                    
                    
                    44,979,626
                    
                    
                    
                    2,249
                    
                    
                    
                    4,495,714
                    
                    
                    
                    
                    
                    
                    
                    4,497,963Stock
                        issued for servicesand
                        compensation
                    
                    
                    8,500,630
                    
                    
                    
                    425
                    
                    
                    
                    849,638
                    
                    
                    
                    
                    
                    
                    
                    850,063Net
                        loss
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (1,229,400
                    )
                    
                    
                    (1,229,400
                    )Balance,
                        July 31, 2006
                    
                    
                    231,005,256
                    
                    
                    
                    11,550
                    
                    
                    
                    5,404,337
                    
                    
                    
                    (1,229,400
                    )
                    
                    
                    4,186,487Shares
                        issued in private placement($0.10
                        per share, less syndication costs)
                    
                    
                    7,950,660
                    
                    
                    
                    393
                    
                    
                    
                    788,148
                    
                    
                    
                    
                    
                    
                    
                    788,541Stock
                        issued for servicesand
                        compensation ($0.10 per share)
                    
                    
                    25,957,590
                    
                    
                    
                    1,298
                    
                    
                    
                    2,594,461
                    
                    
                    
                    
                    
                    
                    
                    2,595,759Net
                        loss
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (4,726,593
                    )
                    
                    
                    (4,726,593
                    )Balance,
                        July 31, 2007
                    
                    
                    264,913,506
                    
                    
                    
                    13,241
                    
                    
                    
                    8,786,946
                    
                    
                    
                    (5,955,993
                    )
                    
                    
                    2,844,194(Unaudited)Common
                        stock redemption($0.10
                        per share)
                    
                    
                    (33,098,075
                    )
                    
                    
                    (1,655
                    )
                    
                    
                    (3,308,153
                    )
                    
                    
                    
                    
                    
                    
                    (3,309,808
                    )Stock
                        issued for servicesand
                        compensation ($0.10 per share)
                    
                    
                    6,550,000
                    
                    
                    
                    327
                    
                    
                    
                    654,673
                    
                    
                    
                    
                    
                    
                    
                    655,000Net
                        loss
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (2,379,377
                    )
                    
                    
                    (2,379,377
                    )Balance,
                        October 31, 2007
                    
                    
                    238,365,431
                    
                    
                    $
                    11,913
                    
                    
                    $
                    6,133,466
                    
                    
                    $
                    (8,335,370
                    )
                    
                    $
                    (2,189,991
                    )
  See
              report of independent registered public accounting firm and
 notes
              to
              financial statements.
 F-6
 SUN
              ENERGY SOLAR, INC.
 (A
              DEVELOPMENT STAGE COMPANY)
 STATEMENTS
              OF CASH FLOWS
  For
                        the PeriodFrom
                        InceptionFor
                        the Three
                    
                    
                    For
                        the Three
                    
                    
                    (November
                        9, 2005)Months
                        Ended
                    
                    
                    Months
                        Ended
                    
                    
                    ToOctober
                        31, 2007
                    
                    
                    October
                        31, 2006
                    
                    
                    October
                        31, 2007(Unaudited)
                    
                    
                    (Unaudited)
                    
                    
                    (Unaudited)CASH
                        FLOWS FROM OPERATING ACTIVITIESNet
                        loss
                    
                    $
                    (2,379,377
                    )
                    
                    $
                    (1,048,081
                    )
                    
                    $
                    (8,335,370
                    )Adjustments
                        to reconcile net loss tonet
                        cash used in operating activitiesDepreciation
                    
                    
                    10,481
                    
                    
                    
                    2,263
                    
                    
                    
                    31,829Stock
                        issued for services and compensation
                    
                    
                    655,000
                    
                    
                    
                    401,553
                    
                    
                    
                    4,100,822Changes
                        in operating assets and liabilities:Prepaid
                        expenses
                    
                    
                    3,735
                    
                    
                    
                    29,978
                    
                    
                    
                    (17,990
                    )Inventory
                    
                    
                    (59,043
                    )
                    
                    
                    -
                    
                    
                    
                    (102,100
                    )Interest
                        receivable
                    
                    
                    -
                    
                    
                    
                    15,795
                    
                    
                    
                    -Other
                        assets
                    
                    
                    -
                    
                    
                    
                    (11,980
                    )
                    
                    
                    (53,988
                    )Accounts
                        payable and accrued expenses
                    
                    
                    252,850
                    
                    
                    
                    225,587
                    
                    
                    
                    1,148,827Related
                        party payables
                    
                    
                    -
                    
                    
                    
                    12,910
                    
                    
                    
                    9,000NET
                        CASH USED BY OPERATING ACTIVITIES
                    
                    
                    (1,516,354
                    )
                    
                    
                    (371,975
                    )
                    
                    
                    (3,218,970
                    )CASH
                        FLOWS FROM INVESTING ACTIVITIESPurchase
                        of furniture and equipment
                    
                    
                    (50,942
                    )
                    
                    
                    (18,781
                    )
                    
                    
                    (244,962
                    )NET
                        CASH USED BY INVESTING ACTIVITIES
                    
                    
                    (50,942
                    )
                    
                    
                    (18,781
                    )
                    
                    
                    (244,962
                    )CASH
                        FLOWS FROM FINANCING ACTIVITIESEquity
                        contributed by private placement
                    
                    
                    -
                    
                    
                    
                    33,800
                    
                    
                    
                    5,286,504Contributed
                        capital
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    67,861Common
                        stock redemption
                    
                    
                    (165,000
                    )
                    
                    
                    -
                    
                    
                    
                    (165,000
                    )NET
                        CASH (USED) PROVIDED BY FINANCING ACTIVITIES
                    
                    
                    (165,000
                    )
                    
                    
                    33,800
                    
                    
                    
                    5,189,365NET
                        (DECREASE) INCREASE INCASH
                        AND CASH EQUIVALENTS
                    
                    
                    (1,732,296
                    )
                    
                    
                    (356,956
                    )
                    
                    
                    1,725,433CASH
                        AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                    
                    
                    3,457,729
                    
                    
                    
                    4,360,980
                    
                    
                    
                    -CASH
                        AND CASH EQUIVALENTS, END OF PERIOD
                    
                    $
                    1,725,433
                    
                    
                    $
                    4,004,024
                    
                    
                    $
                    1,725,433Cash
                        paid for:Interest
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Income
                        taxes
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Noncash
                        operating and financing activities:Stock
                        issued for services and compensation
                    
                    $
                    655,000
                    
                    
                    $
                    401,553
                    
                    
                    $
                    4,100,822Treasury
                        stock redeemed included in payables
                    
                    $
                    (3,144,808
                    )
                    
                    $
                    
                    
                    
                    $
                    (3,144,808
                    )
  See
              report of independent registered public accounting firm and
 notes
              to
              financial statements.
 F-7
 
  SUN
                ENERGY SOLAR, INC.
 (A
                DEVELOPMENT STAGE COMPANY)
 NOTES
                TO
                FINANCIAL STATEMENTS
 FOR
          THE
          THREE MONTHS ENDED OCTOBER 31, 2007 AND 2006, AND FOR THE PERIOD
 FROM
          INCEPTION (NOVEMBER 9, 2005) THROUGH OCTOBER 31, 2007
  
 NOTE
          A -
          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 UOrganization,
          Nature, and
          Continuance of OperationsUT
 
 Sun
          Energy Solar, Inc. (“the Company”) was incorporated under the laws of the State
          of Delaware on November 9, 2005.  The Company was organized for the
          purpose of developing solar related products and technologies.  The
          Company was originally named Sologic, Inc. On April 25, 2006, the Company
          completed its name change from Sologic, Inc. to Sun Energy Solar,
          Inc.
 
 The
          Company is a development stage company. The Company is developing solar
          and
          non-solar powered substrates that permit sign-quality graphics to be run
          through
          printers with electric lighting embedded in the substrate.
 
 On
          December 21, 2005, the Company acquired the patent rights (patent applied
          for)
          to No. 60/617,263 Titled Substrate with Light Display, applied for on September
          2, 2005, from Sparx, Inc., a Florida corporation 100% owned by the Company’s
          Chief Executive Officer.  Sparx, Inc. had acquired the patent rights
          from company officers who were the original inventors.  As
          compensation under this agreement, the Company has granted Sparx, Inc.,
          a
          royalty of 4.9% of gross revenues (see Note B).
 
 The
          accompanying financial statements have been prepared assuming that the
          Company
          will continue as a going concern.  The Company is in the development
          stage of business and has experienced negative cash flows from operations
          to
          date and has accumulated losses of $8,335,370.  To date the Company
          has funded operations through the issuance of common
          stock.  Management’s plan is to continue raising funds through future
          equity or debt financings as needed until it achieves profitable
          operations.  During the period from inception (November 9, 2005)
          through July 31, 2007, the Company completed a private placement of 52,930,286
          shares for gross proceeds of $5,286,504.  The ability of the Company
          to continue its operations as a going concern is dependent on continuing
          to
          raise sufficient new capital to fund its business and development activities
          and
          to fund ongoing losses, if needed, and ultimately on generating profitable
          operations.
 
 UAccounting
          Method
 
 The
          Company recognizes income and expenses on the accrual basis of
          accounting.  The accompanying financial statements have been prepared
          on the accrual basis of accounting in accordance with accounting principles
          generally accepted in the United States.
 
 Use
          of
          Estimates
 
 The
          preparation of financial statements in conformity with generally accepted
          accounting principles requires management to make estimates and assumptions
          that
          affect the reported amounts of assets and liabilities, disclosures of contingent
          assets and liabilities at the date of the financial statements and revenue
          and
          expenses during the reporting period.  Actual results could differ
          from those estimates.
 
 F-8
 SUN
            ENERGY SOLAR, INC.
 (A
            DEVELOPMENT STAGE COMPANY)
 NOTES
            TO
            FINANCIAL STATEMENTS
 
 NOTE
          A -
          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Concentrations
 
 Financial
          instruments that potentially subject the Company to concentrations of credit
          risk consist of cash and cash equivalents.  The Company maintains cash
          and cash equivalents in deposit accounts with one financial institution
          located
          in the United States.  Deposit accounts exceed federally insured
          limits.  Management does not believe the Company is exposed to
          significant risks on such accounts.  Generally, these deposits may be
          redeemed upon demand and, therefore, bear minimal interest rate
          risk.  At October 31, 2007, the Company had an uninsured cash balance
          of approximately $1,713,000.
 
 Royalty
          Agreements
 
 The
          Company has entered into an agreement that requires the payment of royalties
          to
          Sparx, Inc. (See Note B), a company owned by the Chief Executive Officer
          and
          largest shareholder.  The Company expenses royalties as product costs
          during the period in which the related revenues are recorded.  Since
          inception no royalties have been expensed under this agreement.
 
 Cash
          and Cash
          Equivalents
 
 For
          purposes of the statements of cash flows, the Company considers all highly
          liquid investments purchased with an original maturity of three months
          or less
          to be cash equivalents.
 
 Furniture
          and Equipment,
          Net
 
 Furniture
          and equipment are recorded at cost.  Maintenance, repairs and other
          renewals are charged to expense when incurred.  Major additions are
          capitalized, while minor additions, which do not extend the useful life
          of an
          asset, are charged to operations when incurred.  When property and
          equipment are sold or otherwise disposed of, the related cost and accumulated
          depreciation is removed from the accounts, and any gain or loss is included
          in
          operations.  Depreciation is calculated using the straight-line
          method, in amounts sufficient to relate the cost of depreciable assets
          to
          operations over their estimated useful lives, which range from three to
          seven
          years.  Leasehold improvements are amortized using the straight-line
          method over the lives of the respective leases or the service lives of
          the
          improvements, whichever is shorter.
 
 Accounting
          for Long-Lived
          Assets
 
 In
          accordance with the provisions of Statement of Financial Accounting Standards
          (SFAS) No. 144, “Accounting
          for the Impairment or Disposal of Long-Lived Assets”, the Company’s
          policy is to evaluate whether there has been a permanent impairment in
          the value
          of long-lived assets, certain intangibles and goodwill.  In evaluating
          for possible impairment, the Company uses an estimate of undiscounted cash
          flows.  Factors considered in the valuation include current operating
          results, trends and anticipated undiscounted future cash flows.  The
          Company has not recorded any impairment losses since inception.
 
 F-9
 
 SUN
            ENERGY SOLAR, INC.
 (A
            DEVELOPMENT STAGE COMPANY)
 NOTES
            TO
            FINANCIAL STATEMENTS
   NOTE
          A -
          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Intangible
          Assets
 
 In
          accordance with SFAS No. 142, “Goodwill and Other Intangible
          Assets”, intangible assets with an indefinite useful life are not
          amortized. Intangible assets with a finite useful life are amortized using
          the
          straight-line method over the estimated useful life.  All intangible
          assets are tested for impairment annually during the fourth quarter of
          the
          fiscal year.  The Company had no intangible assets as of October 31,
          2007 and 2006 or for the period from inception (November 9, 2005) through
          October 31, 2007.
 
 UResearch
          and
          Development
 
 In
          accordance with SFAS No. 2, “Accounting for Research
          and
          Development Costs”, Research and Development ("R&D") expenses are
          charged to expense when incurred.  R&D is performed internally,
          and the Company does not perform R&D for other entities.  The
          Company has consulting arrangements which are typically based upon a fee
          paid
          monthly or quarterly.  Samples are purchased that are used in testing,
          and are expensed when purchased.  R&D costs also include salaries
          and related personnel expenses, direct materials, laboratory supplies,
          equipment
          expenses and administrative expenses that are allocated to R&D based upon
          personnel costs.
 
 Revenue
          Recognition
 
 In
          accordance with SEC Staff Accounting Bulletin 101, “Revenue Recognition”, as
          amended by Staff Accounting Bulletin 104, the Company recognizes revenue
          when
          the following conditions have been met: there is persuasive evidence an
          arrangement exists which includes a fixed price, there is reasonable assurance
          of collection, the services or products have been provided and delivered
          to the
          customer, no additional performance is required, and title and risk of
          loss has
          passed to the customer.  For the three months ended October 31, 2007
          and 2006 and for the period from inception (November 9, 2005) through October
          31, 2007, no revenue has been recognized.
 
 Products
          may be placed on consignment to a limited number of
          resellers.  Revenue for these consignment transactions will also be
          recognized as noted above.
 
 Shipping
          and Handling
          Costs
 
 Amounts
          charged to customers for shipping and handling of our products is recorded
          as
          product revenue.  The related costs are recorded as cost of
          sales.
 
 Advertising
 
 Advertising
          costs, including direct response advertising costs, are charged to operations
          as
          incurred. There were no product advertising costs charged to expense for
          the
          three months ended October 31, 2007 and 2006 or for the period from inception
          (November 9, 2005) through October 31, 2007.
 
 F-10
  SUN
            ENERGY SOLAR, INC.
 (A
            DEVELOPMENT STAGE COMPANY)
 NOTES
            TO
            FINANCIAL STATEMENTS
  NOTE
          A -
          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Stock
          Based
          Compensation
 
 For
          the
          period from inception (November 9, 2005) through July 31, 2006, the Company
          had
          adopted SFAS No. 123, “Accounting for Stock
          Based
          Compensation”.  SFAS No. 123 allowed the Company to adopt a
          fair value basis of accounting for stock options and other equity instruments
          or
          to continue to apply the existing accounting required by Accounting Principles
          Board (APB) Opinion No. 25, “Accounting for Stock
          Issued to
          Employees”.  The Company has also adopted the disclosure
          provisions of SFAS No. 148, “Accounting for Stock
          Based
          Compensation - Transition and Disclosure”.  This pronouncement
          requires prominent disclosures in both annual and interim financial statements
          about the method of accounting for stock based employee compensation and
          the
          effect of the method used on reporting results.  Effective
          August 1, 2006, the Company adopted the provisions of Statement of
          Financial Accounting Standards No. 123 (revised 2004), “Share-Based
          Payment” (“SFAS 123R”) requiring that compensation cost relating to share-based
          payment transactions be recognized in the financial statements.  The
          cost is measured at the grant date, based on the calculated fair value
          of the
          award, and is recognized as an expense over the employee’s requisite service
          period (generally the vesting period of the equity award).  The
          Company adopted SFAS 123R using the modified prospective method and,
          accordingly, did not restate prior periods to reflect the fair value method
          of
          recognizing compensation cost.  Under the modified prospective
          approach, SFAS 123R applies to new awards and to awards that were outstanding
          on
          August 1, 2006 that are subsequently modified, repurchased or
          cancelled.
 
 ULegal
          Costs Related to Loss
          Contingencies
 
 The
          Company accrues legal costs expected to be incurred in connection with
          loss
          contingencies as they occur.  As of October 31, 2007 and 2006, there
          were no loss contingencies expected.
 
 Income
          Taxes
          (Benefits)
 
 The
          Company utilizes the guidance provided by SFAS No. 109, “Accounting for Income
          Taxes”.  Deferred tax assets and liabilities are determined
          based on the difference between the financial statement and tax basis of
          assets
          and liabilities as measured by the enacted tax rates that are expected
          to be in
          effect when these differences reverse.  Valuation allowances are
          provided if necessary to reduce deferred tax assets to the amount expected
          to be
          realized.
 
 The
          Company has established a valuation allowance against the deferred tax
          asset due
          to uncertainties in its ability to generate sufficient taxable income in
          future
          periods to make realization of such  assets more likely than
          not.  The Company has not recognized an income tax benefit for the
          operating losses generated during three months ended October 31, 2007 and
          2006
          or for the period from inception (November 9, 2005) through October 31,
          2007.
 
 F-11
 
 SUN
            ENERGY SOLAR, INC.
 (A
            DEVELOPMENT STAGE COMPANY)
 NOTES
            TO
            FINANCIAL STATEMENTS
  NOTE
          A -
          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Income
          Taxes (Benefits)
          (Continued)
 
 At
          October 31, 2007, the Company had a net operating loss carryforward of
          approximately $8,335,000 that may be offset against future taxable income
          through 2026.  The amount of the income tax benefit for the three
          months ended October 31, 2007 and 2006 and for the period from inception
          (November 9, 2005) through October 31, 2007, before the valuation allowance
          was
          applied, totaled approximately $895,000, $383,000 and $3,134,000,
          respectively.
 
 Loss
          Per
          Share
 
 Loss
          per
          share is computed using the basic and diluted calculations on the statement
          of
          operations.  Basic loss per share is calculated by dividing net loss
          available to common share stockholders by the weighted average number of
          shares
          of common stock outstanding for the period.  Diluted loss per share is
          calculated by dividing net loss by the weighted average number of shares
          of
          common stock outstanding for the period, adjusted for the dilutive effect
          of
          common stock equivalents, using the treasury stock method.  The total
          number of shares not included in the calculation as the effect is antidilutive
          is 500,000,000.  The effects of the stock options are antidilutive at
          October 31, 2007 and 2006 and therefore are excluded from the fully diluted
          calculation.
 
 The
          reconciliation between the basic and fully diluted shares is as
          follows:
 For
                        the Period
                    
                    
                    For
                        the Periodfrom
                        Inception
                    
                    
                    from
                        InceptionFor
                        the Three
                    
                    
                    For
                        the Three
                    
                    
                    (November
                        9,
                    
                    
                    (November
                        9,Months
                        Ended
                    
                    
                    Months
                        Ended
                    
                    
                    2005)
                        through
                    
                    
                    2005)
                        throughOctober
                        31, 2007
                    
                    
                    October
                        31, 2006
                    
                    
                    October
                        31, 2007
                    
                    
                    October
                        31, 2006Numerator:Net
                        loss
                    
                    $
                    (2,379,377
                    )
                    
                    $
                    (1,048,081
                    )
                    
                    $
                    (8,335,370
                    )
                    
                    $
                    (11,762,828
                    )Denominator:Weighted
                        average basic shares outstanding
                    
                    
                    269,299,905
                    
                    
                    
                    234,929,379
                    
                    
                    
                    232,261,885
                    
                    
                    
                    226,572,175Weighted
                        average fully diluted shares outstanding
                    
                    
                    269,299,905
                    
                    
                    
                    234,929,379
                    
                    
                    
                    232,261,885
                    
                    
                    
                    226,572,175Net
                        earnings per common share-basic and diluted
                    
                    $
                    (0.01
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.04
                    )
                    
                    $
                    (0.05
                    )
 Inventory
 
 Inventory
          is stated at the lower of cost or market.  Cost is determined by the
          first-in, first-out (FIFO) method.
 
 F-12
  SUN
            ENERGY SOLAR, INC.
 (A
            DEVELOPMENT STAGE COMPANY)
 NOTES
            TO
            FINANCIAL STATEMENTS
  NOTE
          A -
          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Comprehensive
          Income
 
 The
          Company has adopted SFAS No. 130, “TReporting
          Comprehensive
          Income”T.
          The
          statement establishes standards for reporting and display of comprehensive
          income and its components in a full set of general-purpose financial
          statements.  The statement requires all items that are required to be
          recognized under accounting standards as components of comprehensive income
          to
          be disclosed in the financial statements.
 
 Comprehensive
          income is defined as the change in equity during a period from transactions
          and
          other events from non-owner sources.  The Company has no components of
          comprehensive income and, accordingly, net loss is equal to comprehensive
          loss
          for the three months ended October 31, 2007 and 2006 and for the period
          from
          inception (November 9, 2005) through October 31, 2007.
 
 In
          March
          2006, the FASB issued SFAS 156 “Accounting for Servicing of Financial Assets.”
This Statement amends FASB Statement No. 140, “Accounting for Transfers and
          Servicing of Financial Assets and Extinguishments of Liabilities,” with respect
          to the accounting for separately recognized servicing assets and servicing
          liabilities.  This statement is effective as of the beginning of the
          Company’s first fiscal year that begins after September 15, 2006. Adoption
          of this statement has not had any material effect on the Company’s financial
          position or results of operations.
 
 Fair
          Value of Financial
          Instruments
 
 The
          Company’s financial instruments, including cash and cash equivalents, accounts
          payable and accrued liabilities are carried at cost, which approximates
          their
          fair value, due to the relatively short maturity of these
          instruments.
 
 Patent
          Costs
 
 The
          costs
          of internally developing, maintaining, or restoring such intangibles that
          are
          not specifically identifiable, have indeterminate lives, or are inherent
          in a
          continuing business are charged to expense when incurred.  Costs
          capitalized in association with patents totaled $47,008 for the period
          from
          inception (November 9, 2005) through October 31, 2007.  No patent
          costs were capitalized for the three months ended October 31, 2007 or
          2006.  Patent costs are included in other assets on the balance
          sheet.
 
 Options
 
 On
          December 21, 2005, 500,000,000 options were issued to the Company’s Chief
          Executive Officer for services, exercisable at a price of $.10 (see Note
          M).  The stock options have a fifteen year life.
 
 F-13
  SUN
            ENERGY SOLAR, INC.
 (A
            DEVELOPMENT STAGE COMPANY)
 NOTES
            TO
            FINANCIAL STATEMENTS
  NOTE
          A -
          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Reclassifications
 
 Certain
          amounts for the three months ended October 31, 2006 have been reclassified
          in
          the comparative financial statements to be comparable to the presentation
          for
          the three months ended October 31, 2007.  These reclassifications had
          no effect on net loss.
 
 Accounting
          Changes and Error
          Corrections
 
 In
          May
          2005, the Financial Accounting Standards Board ("FASB") issued Statement
          No.
          154, “Accounting Changes and Error Corrections”.  This Statement
          replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No.
          3,
          Reporting Accounting Changes in Interim Financial Statements, and changes
          the
          requirements for the accounting for, and reporting of, a change in accounting
          principle.  This Statement applies to all voluntary changes in
          accounting principle.  It also applies to changes required by an
          accounting pronouncement in the unusual instance that the pronouncement
          does not
          include specific transition provisions.  When a pronouncement includes
          specific transition provisions, those provisions should be
          followed.
 
 SFAS
          154
          is effective for accounting changes and corrections of errors made in fiscal
          years beginning after December 15, 2005.  Adoption of this Statement
          did not have any material impact on the financial statements.
 
 NOTE
          B -
          ACQUISITION OF PATENT RIGHTS FROM SPARX, INC.
 
 On
          December 21, 2005, the Company acquired certain patent rights (see Note
          A) from
          Sparx, Inc., a Florida corporation 100% owned by the Company’s Chief Executive
          Officer and largest shareholder.  As compensation under this
          agreement, the Company has granted Sparx, Inc., a royalty of 4.9% of gross
          revenues.
 
 The
          Company entered into a change of control severance agreement with the Chief
          Executive Officer and largest shareholder on December 21, 2005.  If
          any person, entity, or group acquires beneficial ownership of 20% or more
          of the
          Company, the Chief Executive Officer is granted voting rights on a number
          of
          common shares that would result in his having a voting majority of shares
          needed
          for any share-holder meeting.
 
 If
          there
          is a change of control of the Company, as defined within the agreement,
          the
          Chief Executive Officer will receive a cash payment equal to the value
          of his
          annual bonus for the performance period that includes the date the change
          in
          control occurred, disregarding any applicable vesting requirements; provided
          that such amount will be equal to the product of the target award percentage
          under the applicable annual incentive plan or program in effect immediately
          prior to the change in control times the base pay, but prorated to base
          payment
          only on the portion of the executive’s service that had elapsed during the
          applicable performance period through the change in control.  Such
          payments are to be made within five business days after the change in
          control.
 
 F-14
 SUN
            ENERGY SOLAR, INC.
 (A
            DEVELOPMENT STAGE COMPANY)
 NOTES
            TO
            FINANCIAL STATEMENTS
   NOTE
          B -
          ACQUISITION OF PATENT RIGHTS FROM SPARX, INC. (CONTINUED)
 
 If
          the
          Company fails to comply with any of the terms of the agreement, any related
          legal expenses will be paid by the Company, without respect to whether
          the Chief
          Executive Officer prevails.  Reimbursement for relocation expenses on
          a basis consistent with the Company’s practices for senior executives, up to
          $50,000, shall be provided to the executive, if the executive is relocated
          at
          the request of the Company within five years of the termination
          date.  For a period of twelve months following the termination date,
          the Company shall provide the executive with benefits substantially similar
          to
          those that the Chief Executive Officer was entitled to receive immediately
          prior
          to the termination date.
 
 NOTE
          C -
          INCOME TAXES
 
 The
          Company's net deferred tax asset as of October 31, 2007 and 2006 is as
          follows:
  2007
                  
                  
                  2006Deferred
                      tax assetNet
                      operating loss carryforward
                  
                  $
                  3,134,000
                  
                  
                  $
                  843,000Valuation
                      allowance
                  
                  
                  (3,134,000
                  )
                  
                  
                  (843,000
                  )Net
                      deferred tax asset
                  
                  $
                  -
                  
                  
                  $
                  -
  At
          October 31, 2007 the Company had a net operating loss carry forward of
          approximately $8,335,000 for federal and state income tax
          purposes.  The carryforward, if not utilized to offset taxable income,
          will begin to expire in 2026.  The change in valuation allowance for
          the three months ended October 31, 2007 and 2006 totaled $895,000 and $383,000,
          respectively.
 
 A
          reconciliation of provision (benefit) for income taxes to income taxes
          at
          statutory rate is as follows:
 For
                        the
                    
                    
                    For
                        thePeriod
                        from
                    
                    
                    Period
                        fromInception
                    
                    
                    InceptionFor
                        the Three
                    
                    
                    For
                        the Three
                    
                    
                    (November
                        9,
                    
                    
                    (November
                        9,Months
                        Ended
                    
                    
                    Months
                        Ended
                    
                    
                    2005)
                        through
                    
                    
                    2005)
                        throughOctober
                        31, 2007
                    
                    
                    October
                        31, 2006
                    
                    
                    October
                        31, 2007
                    
                    
                    October
                        31, 2006Federal
                        income tax (benefit)at
                        statutory rate
                    
                    $
                    (764,000
                    )
                    
                    $
                    (336,000
                    )
                    
                    $
                    (2,682,000
                    )
                    
                    $
                    (3,782,000
                    )State
                        taxes (benefit)
                    
                    
                    (131,000
                    )
                    
                    
                    (47,000
                    )
                    
                    
                    (458,000
                    )
                    
                    
                    (636,000
                    )Other
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    6,000
                    
                    
                    
                    6,000Valuation
                        allowance
                    
                    
                    895,000
                    
                    
                    
                    383,000
                    
                    
                    
                    3,134,000
                    
                    
                    
                    4,412,000Provision
                        (benefit) for income taxes
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
  F-15
  SUN
              ENERGY SOLAR, INC.
 (A
              DEVELOPMENT STAGE COMPANY)
 NOTES
              TO
              FINANCIAL STATEMENTS
 NOTE
          D -
          FURNITURE AND EQUIPMENT, NET
 
 At
          October 31, 2007 and 2006, furniture and equipment consisted of the
          following:
  October
                      31, 2007
                  
                  
                  October
                      31, 2006Computer
                      equipment
                  
                  $
                  187,544
                  
                  
                  $
                  34,375Furniture
                      and fixtures
                  
                  
                  31,767
                  
                  
                  
                  19,443Leasehold
                      improvements
                  
                  
                  25,652244,963
                  
                  
                  
                  53,818Less:  accumulated
                      depreciation
                  
                  
                  (31,829
                  )
                  
                  
                  (4,096
                  )Furniture
                      and equipment
                  
                  $
                  213,134
                  
                  
                  $
                  49,722
 
 Total
          depreciation expense for the three months ended October 31, 2007 and 2006
          and
          for the period from inception (November 9, 2005) through October 31, 2007
          was
          $10,481, $2,263 and $31,829, respectively.
 
 NOTE
          E -
          STOCKHOLDERS' EQUITY
 
 UCommon
          Stock
 
 The
          authorized capital stock of the Company was initially established on November
          15, 2005 as 700,000,000 shares of common stock having a $.0001 par
          value.  In April, 2006 the board of directors and stockholders
          authorized an increase in the number of shares of common stock from 700,000,000
          to 1,500,000,000.  The par value of the shares was decreased from
          $.0001 to $.00005.
 
 The
          Company has issued 52,930,286 restricted shares of common stock for net
          proceeds
          of $5,286,504 through private placements with a number of local and regional
          investors.
 
 The
          Company has issued 500,000,000 stock options for compensation (see Note
          M).  The options exercise price is $.10 and the options have a fifteen
          year life.
 
 A
          summary
          of options to purchase shares of common stock as of October 31, 2007 and
          changes
          during the three months ended October 31, 2007 and for the period from
          inception
          (November 9, 2005) through October 31, 2007 is as follows:
 .
 Outstanding
                      OptionsNumber of
                      Shares
                  
                  Exercise
                      PriceBalance
                      at November 9, 2005 (inception)Granted
                      December 20, 2005
                  500,000,000
                  
                  $
                  0.10Balance
                      at July 31, 2007
                  500,000,000
                  
                  $
                  0.10GrantedBalance
                      at October 31, 2007
                  500,000,000
                  
                  $
                  0.10
   F-16
 SUN
              ENERGY SOLAR, INC.
 (A
              DEVELOPMENT STAGE COMPANY)
 NOTES
              TO
              FINANCIAL STATEMENTS
 NOTE
          F -
          RENTAL AND LEASE INFORMATION
 
 Operating
          Leases
 
 The
          Company leases office space/warehouse facilities in Sarasota, Florida under
          an
          operating lease.  The lease term is for a period of three years and
          commenced on October 1, 2006.  The base rent over the term is
          approximately $134,000.  The company is responsible for all taxes,
          insurance and utility expenses associated with the leased
          property.  Rental expense totaled $15,606, $5,987 and $77,592 for the
          three months ended October 31, 2007 and 2006 and for the period from inception
          (November 9, 2005) through October 31, 2007, respectively.  Prior to
          October 2006, the Company leased office space/warehouse facilities in Sarasota,
          Florida under an operating lease with a company owned by two of the Company’s
          officers and shareholders.  In October 2006, the Company terminated
          the lease.
 
 NOTE
          G –
SEGMENT INFORMATION
 
 During
          the year ended July 31, 2007, the Company was organized into operating
          segments
          based on product groupings. Prior to this date, the Company did not have
          lighting product. These operating segments have been aggregated into two
          reportable business segments: Solar Substrate and Lighting Product. The
          reportable segments were determined in accordance with the way that management
          of the Company develops and executes the Company’s operations. The accounting
          policies of the business segments are the same as the policies described
          under
          Note A.
 
 In
          accordance with SFAS No. 131, for purposes of business segment performance
          measurement, the Company does not allocate to the business segments items
          that
          are of a nonoperating nature or corporate organizational and functional
          expenses
          of a governance nature. Corporate expenses consist of corporate office
          expenses
          including compensation, benefits, occupancy, depreciation, and other
          administrative costs.
 
 Assets
          of
          the Solar Substrate segment consist of cash, capitalized patent costs,
          and
          inventory. Assets of the Lighting Product segment consist of inventory.
          All
          other assets including prepaid expenses, deposits, and fixed assets are
          allocated to Corporate and Other.
  Consolidated
                      Operations by Business SegmentFor
                      the three months ended October 31, 2007Solar
                    Substrate
                  
                  
                  Lighting
                    Product
                  
                  
                  Corporate
                    and
                      OtherNet
                      sales
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Operating
                      loss
                  
                  $
                  (1,819,823
                  )
                  
                  $
                  (316,431
                  )
                  
                  $
                  (243,123
                  )Depreciation
                      and amortization
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  10,481Assets
                  
                  $
                  1,865,228
                  
                  
                  $
                  9,313
                  
                  
                  $
                  238,104
  F-17
 .SUN
              ENERGY SOLAR, INC.
 (A
              DEVELOPMENT STAGE COMPANY)
 NOTES
              TO
              FINANCIAL STATEMENTS
  NOTE
          G –
SEGMENT INFORMATION (CONTINUED)
 For
                      the period from
                      inception (November 9, 2005) through October 31,
                      2007Solar
                    Substrate
                  
                  
                  Lighting
                    Product
                  
                  
                  Corporate
                    and
                      OtherNet
                      sales
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Operating
                      loss
                  
                  $
                  (4,910,010
                  )
                  
                  $
                  (958,753
                  )
                  
                  $
                  (2,466,607
                  )Depreciation
                      and amortization
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  (31,829
                  )Assets
                  
                  $
                  1,865,228
                  
                  
                  $
                  9,313
                  
                  
                  $
                  238,104
 
 For
                      the three months
                      ended October 31, 2006Solar
                    Substrate
                  
                  
                  Lighting
                    Product
                  
                  
                  Corporate
                    and
                      OtherNet
                      sales
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Operating
                      loss
                  
                  $
                  (948,185
                  )
                  
                  $
                  -
                  
                  
                  $
                  (99,896
                  )Depreciation
                      and amortization
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  2,263Assets
                  
                  $
                  4,004,024
                  
                  
                  $
                  -
                  
                  
                  $
                  75,874
 NOTE
          H -
          RETIREMENT PLAN
 
 Effective
          January 1, 2007, the Company implemented a 401(k) plan, which allows all
          eligible employees to contribute a percentage of their salary and receive
          a safe
          harbor matching contribution from the Company which cannot exceed certain
          maximum defined limitations.  The retirement expense for the three
          months ended October 31, 2007, was approximately $3,900.  Retirement
          expense for the period from inception (November 9, 2005) to October 31,
          2007 was
          approximately $15,000.  There was no retirement plan expense for the
          three months ended October 31, 2006.
 
 NOTE
          I -
          COMMITMENTS AND CONTINGENCIES
 
 In
          the
          normal course of business, the Company is subject to litigation.  The
          Company believes that any adverse outcome from potential litigation would
          not
          have a material effect on its financial position or results of
          operations.
 
 F-18
 SUN
              ENERGY SOLAR, INC.
 (A
              DEVELOPMENT STAGE COMPANY)
 NOTES
              TO
              FINANCIAL STATEMENTS
 
 NOTE
          J -
          RELATED PARTY TRANSACTIONS
 
 Transactions
          with related parties during the period from inception (November 9, 2005)
          to
          October 31, 2007, include the acquisition of patent rights discussed in
          Note B,
          the consulting agreements discussed in Note L, the stock options discussed
          in
          Note M, and the lease transaction described in Note F.  In addition to
          the office lease described in Note F, the Company rented a condominium
          from the
          Company’s Chief Financial Officer in lieu of using a hotel for consultants and
          others when required.  The rent was 15,000 shares of common stock per
          month.  The lease terminated July 31, 2007.  Total rent
          expense paid or payable in common stock for related party leases for the
          period
          from inception (November 9, 2005) through October 31, 2007 was
          $66,703.
 
 NOTE
          K -
          RISKS AND UNCERTAINTIES
 
 Operating
          results may be affected by a number of factors.  The Company is
          dependent upon a number of major inventory and intellectual property
          suppliers.  Presently, the Company does not have formal arrangements
          with any supplier, and shortages of key solar components exist in the
          industry.  In the future, if the Company is unable to obtain
          satisfactory supplier relationships, or a critical supplier had operational
          problems, or ceased making material available, operations could be adversely
          affected.
 
 NOTE
          L -
          EMPLOYMENTTCONTRACTS
          AND CONSULTING
          AGREEMENTS
 
 The
          Company has signed a series of employment contracts with several of its
          shareholders and directors, as listed below:
 
 In
          June
          2006, the Company entered into a one-year employment agreement with its
          Chief
          Executive Officer.  Under the employment agreement, the Chief
          Executive Officer receives a base salary of two million shares of common
          stock
          per year.  The employment agreement further provides up to two million
          shares of common stock for each year of service beginning June,
          2007.  The employment agreement is automatically renewable each year
          and is subject to conditional vesting based on the completion of each year
          of
          service and can be renegotiated or terminated by either party with 60 days
          notice.  The employment agreement grants the Chief Executive Officer
          the same benefits as other executives of the Company, but no cash
          remuneration.
 
 In
          June
          2006, the Company entered into an employment agreement with the Chief Financial
          Officer.  Under the employment agreement, the Chief Financial Officer
          receives a base salary of two million shares of common stock per
          year.  The employment agreement further provides up to two million
          shares of common stock for each year of service beginning June,
          2007.  The employment agreement is automatically renewable each year
          and is subject to conditional vesting based on the completion of each year
          of
          service and can be renegotiated or terminated by either party with 60 days
          notice.  The employment agreement grants the Chief Financial Officer
          the same benefits as other executives of the Company, but no cash
          remuneration.
 
 F-19
 SUN
              ENERGY SOLAR, INC.
 (A
              DEVELOPMENT STAGE COMPANY)
 NOTES
              TO
              FINANCIAL STATEMENT
 NOTE
          L -
          EMPLOYMENTCONTRACTS AND
          CONSULTING
          AGREEMENTS (CONTINUED)
 
 In
          June
          2006, the Company entered into a one-year employment agreement with the
          Chief
          Operating Officer.  Under the employment agreement, the Company
          granted the Chief Operating Officer two million shares of common stock
          initially
          and six hundred twenty-five thousand shares for each quarter of
          service.  The employment agreement is automatically renewable each
          year and is subject to conditional vesting based on the completion of each
          year
          service and can be renegotiated or terminated by either party with 60 days
          notice.  The employment agreement granted the Chief Operating Officer
          the same benefits as other executives of the Company, but no cash
          remuneration.  The Chief Operating Officer resigned in November 2006,
          and the Company paid him two million five hundred thousand shares in
          settlement.
 
 In
          July
          2006, the Company entered into a one-year employment agreement with the
          President.  Under a revised employment agreement the Company granted
          the President two million three hundred fifty thousand shares of common
          stock
          initially and five hundred thousand shares for each quarter of
          service.  The employment agreement is automatically renewable each
          year and is subject to conditional vesting based on the completion of each
          year
          of service and can be renegotiated or terminated by either party with 60
          days
          notice.  The employment agreement grants the President the same
          benefits as other executives and cash remuneration of $150,000 per year
          and a
          one-time payment of $60,000.
 
 Effective
          July 2006, the Company entered into an employment agreement with the
          Vice-President of Engineering.  Under the employment agreement the
          Company granted one million fifty thousand shares initially and three hundred
          thousand shares for each quarter of service.  The agreement is
          automatically renewable each year and is subject to conditional vesting
          based on
          the completion of each year of service and can be renegotiated or terminated
          by
          either party with 60 days notice.  In January 2007 the employee became
          President (see above).
 
 In
          July
          2006, the Company entered into an employment agreement with the Vice-President
          of Manufacturing.  Under the employment agreement, the Company granted
          one million shares of common stock initially and three hundred thousand
          shares
          for each quarter of service.  The agreement is automatically renewable
          each year and is subject to conditional vesting based on the completion
          of each
          year of service and can be renegotiated or terminated by either party with
          60
          days notice.  The agreement grants the Vice-President of Manufacturing
          the same benefits as other executives of the Company and an annual salary
          of
          $100,000 per year.
 
 In
          May
          2006, the Company entered into a one-year employment agreement with its
          Secretary, Controller, and Chief Accounting Officer.  Under the
          employment agreement, the Company granted the Secretary, Controller, and
          Chief
          Accounting Officer one million shares of common stock for each year of
          service
          after his initial year of employment in addition to his two million founding
          shares.  The employment agreement is automatically renewable each year
          and is subject to conditional vesting based on the completion of each year
          of
          service and can be renegotiated or terminated by either party with 60 days
          notice.  The employment agreement grants the Secretary, Controller,
          and Chief Accounting Officer the same benefits as other executives of the
          Company and an annual salary of $100,000 per year.
 
 F-20
 SUN
              ENERGY SOLAR, INC.
 (A
              DEVELOPMENT STAGE COMPANY)
 NOTES
              TO
              FINANCIAL STATEMENTS
 
 NOTE
          L -
          EMPLOYMENTTCONTRACTS
          AND CONSULTING
          AGREEMENTS (CONTINUED)
 
 In
          May
          2006, the Company entered into a consulting agreement with an individual
          who has
          worked with the Company in its initial stage.  He has established a
          plan for the development of relationships with customers that the Company
          considers crucial to its development and long-term success. He had also
          assisted
          the Company in continued efforts to expand research efforts and business
          development opportunities.  In consideration for services rendered,
          royalties will be paid based on the Company’s monthly market capitalization, as
          described in the schedule below.  No level shall be paid twice. If a
          level has already been paid, then the consultant shall be entitled to earn
          the
          royalty from any level below that level which has not been previously paid
          by
          the Company.  Per the agreement, a maximum of 166,800,000 shares of
          common stock can be issued for those services.
  Market
                  Capitalization
                Royalty$    1
                    Million
                2,400,000
                    shares$  50
                    Million
                6,000,000
                    shares$100
                    Million
                7,200,000
                    shares$150
                    Million
                8,400,000
                    shares$250
                    Million
                12,000,000
                    shares$300
                    Million
                12,000,000
                    shares$400
                    Million
                12,000,000
                    shares$450
                    Million
                12,000,000
                    shares$500
                    Million
                12,000,000
                    shares$550
                    Million
                12,000,000
                    shares$600
                    Million
                16,800,000
                    shares$650
                    Million
                16,800,000
                    shares$700
                    Million
                16,800,000
                    shares$750
                    Million
                20,400,000
                    shares
  In
          January 2007, the Company entered into an agreement with a related entity,
          a key
          principal of which is the Company’s Vice-President of Sales.  Under
          the agreement, the Company granted the principal six million shares of
          common
          stock initially and five hundred thousand shares for each quarter of
          service.  The agreement is automatically renewable each year and is
          subject to conditional vesting based on the completion of each year of
          service
          and can be renegotiated or terminated by either party with 60 days
          notice.  The agreement grants the Vice-President of Sales the same
          benefits as other executives of the Company and a monthly payment of
          $10,000.  The services required under this contract include developing
          a marketing and advertising plan, executing an advertising campaign,
          administering the Company’s sales programs and selling product, developing
          Spanish language programs for the Company, and assisting with media
          relations.
 
 In
          July
          2007, the Company entered into a two-year agreement with a strategic business
          advisor.  The business advisor will scrutinize Company products and
          opportunities, and will make recommendations that he feels will be important
          to
          realizing value and furthering efficiencies within the Company.  Under
          the agreement, the Company granted the principal one million shares of
          common
          stock initially and one million shares at each of the two contract anniversary
          dates.
 
 F-21
 SUN
            ENERGY SOLAR, INC.
 (A
            DEVELOPMENT STAGE COMPANY)
 NOTES
            TO
            FINANCIAL STATEMENTS
 
 NOTE
          L -
          EMPLOYMENTTCONTRACTS
          AND CONSULTING
          AGREEMENTS (CONTINUED)
 
 In
          August
          2007, the Company entered into a ten year agreement with an individual
          to serve
          as a scientific advisor to the Company.  Under the agreement the
          Company granted the principal 6,000,000 shares of common stock initially
          and
          1,666,666 shares for each year of service commencing with the completion
          of the
          second year of services and terminating at the completion of the tenth
          year of
          services.
 
 NOTE
          M -
          STOCK COMPENSATION
 
 The
          Company has recorded expenses, paid in common stock, of $893,000, $627,803,
          and
          $5,012,498 for the three months ended October 31, 2007 and 2006, and the
          period
          from inception (November 9, 2005) through October 31, 2007,
          respectively.  The shares issued for these periods totaled 6,550,000,
          4,015,530, and 41,008,220 for employment contracts, consulting contracts,
          and
          rent agreements, respectively (see Note L and Note J).  For the three
          months ended October 31, 2007 salary, consulting, and research and development
          expenses paid or accrued for payment in common stock totaled $247,500,
          $45,500,
          and $600,000, respectively.  For the three months ended October 31,
          2006 salary and consulting  paid or accrued for payment in common
          stock totaled $376,250 and $251,553, respectively.  For the period
          from inception (November 9, 2005) through October 31, 2007, salary, consulting,
          rent, and research and development expenses, paid or accrued for payment
          in
          common stock totaled $2,607,486, $1,738,309, $66,703, and $600,000,
          respectively.  Common stock not issued for these expenses as of
          October 31, 2007 and 2006, totaled $911,676, and $292,533,
          respectively.
 
 The
          Company has granted stock options to its Chief Executive Officer.  The
          Company measured compensation for these options under APB Opinion No. 25.
          No
          compensation cost has been recognized as the purchase price for the options
          is
          at or above the fair market value of the underlying stock at the date of
          grant.  Had compensation expense for these options been determined
          consistent with SFAS No. 123, the Company's net loss and net loss per share
          would be as follows:
  Period
                    Ended
                  July
                    31, 2006Net
                  loss, as reported
                
                $
                (1,229,400
                )Net
                  loss, proforma
                
                $
                (18,996,986
                )Basic
                  income (loss) per share, as reported
                
                $
                (0.01
                )Basic
                  income (loss) per share, proforma
                
                $
                (0.03
                )
  Because
          SFAS No. 123 has not been applied, the resulting pro forma compensation
          cost may
          not be representative of what might occur in future years.  The fair
          value is estimated on the date of grant using the Black-Scholes option
          pricing
          model with the following assumptions used: risk-free interest rates of
          6%,
          expected volatility of 51% and expected lives of 15 years.  No
          dividends were assumed in the calculations.
 
 F-22
 SUN
            ENERGY SOLAR, INC.
 (A
            DEVELOPMENT STAGE COMPANY)
 NOTES
            TO
            FINANCIAL STATEMENTS
  NOTE
          M –
STOCK COMPENSATION (CONTINUED)
 
 The
          Company's stock option plan provides for the granting of non-qualified
          and
          incentive stock options to purchase up to 500,000,000 shares of common
          stock for
          a period not to exceed 15 years.  The options are
          vested.  Under the plan, the option exercise price equals $.10, which
          was the stock's market price on the date of grant.
 
 Stock
          option transactions for the period from inception (November 9, 2005) through
          October 31, 2007 are summarized as follows:
  Exercise
                  
                  
                  ExerciseShares
                  
                  
                  PriceAverage
                      Exercise
                      PriceOutstanding,
                      November 9, 2005Granted,
                      December 20, 2005
                  
                  
                  500,000,000
                  
                  
                  $
                  0.10Exercised
                  
                  
                  -Expired
                  
                  
                  -
                  
                  
                  
                  -Outstanding
                      and exercisable, July 31, 2007
                  
                  
                  500,000,000
                  
                  
                  $
                  0.10Outstanding
                      and exercisable, October 31, 2007
                  
                  
                  500,000,000
                  
                  
                  $
                  0.10
 Information
          regarding stock options outstanding as of October 31, 2007 is as
          follows:
  Options
                    OutstandingPrice
                    Range
                Shares
                Exercise
                    Price
                Remaining
                    Life$0.10
                500,000,000
                $0.10
                14
                    yearsOptionsExercisablePrice
                    Range
                Shares
                Exercise
                    Price
                Remaining
                    Life$0.10
                500,000,000
                $0.10
                14
                    years
  NOTE
          N -
          RECENT ACCOUNTING PRONOUNCEMENTS
 
 In
          December 2005, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets—
an Amendment of APB Opinion No. 29,” or SFAS 153. SFAS 153 amends Accounting
          Principles Board Opinion No. 29, “Accounting for Nonmonetary Transactions”
to eliminate the exception for nonmonetary exchanges of similar productive
          assets and replaced it with a general exception for exchanges of nonmonetary
          assets that do not have commercial substance. SFAS 153 is effective for
          nonmonetary assets exchanges occurring in fiscal periods beginning after
          June
          15, 2005. The adoption of SFAS 153 has not had a material effect on the
          Company’s financial position or results of operations.
 
 F-23
 SUN
            ENERGY SOLAR, INC.
 (A
            DEVELOPMENT STAGE COMPANY)
 NOTES
            TO
            FINANCIAL STATEMENTS
 NOTE
          N -
          RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
 
 The
          Financial Accounting Standards Board has issued SFAS No. 155 “Accounting for
          Certain Hybrid Financial Instruments”, but it has not had any relationship to
          the operations of the Company.  Therefore a description and its impact
          on the Company’s operations and financial position has not been
          disclosed.
 
 In
          February 2007, the FASB issued Financial Accounting Standard No. 159 “The Fair Value Option
          for Financial
          Assets and Financial Liabilities”—Including an amendment of FASB Statement No.
          115 or FAS 159.  This Statement permits entities to choose to
          measure many financial instruments and certain other items at fair
          value.  Most of the provisions of this Statement apply only to
          entities that elect the fair value option.  The Statement is effective
          as of the beginning of an entity’s first fiscal year that begins after November
          15, 2007.  Early adoption is permitted as of the beginning of a fiscal
          year that begins on or before November 15, 2007, provided the entity also
          elects
          to apply the provisions of FASB Statement No. 157, “Fair Value
          Measurements”.  The Company has not yet determined what effect,
          if any, adoption of this Statement will have on the Company’s financial position
          or results of operations.
 
 In
          September 2006, the FASB issued Financial Accounting Standard No. 158,
“Employers’ Accounting for Defined
          Benefit Pension and Other Postretirement Plans”, an amendment of FASB Statement
          Nos. 87, 88, 106, and 132(R), or FAS 158.  This Statement
          requires an employer that is a business entity and sponsors one or more
          single-employer defined benefit plans to:
 
 a.
                Recognize
                    the funded status of a benefit plan—measured as the difference between
                    plan assets at fair value (with limited exceptions) and the benefit
                    obligation—in its statement of financial
                    position;
 
 b.
                Recognize,
                    as a component of other comprehensive income, net of tax, the
                    gains or
                    losses and prior service costs or credits that arise during the
                    period but
                    are not recognized as components of net periodic benefit cost
                    pursuant to
                    FAS 87, Employers’
                    Accounting for Pensions, or FAS 106, Employers’
Accounting
                    for
                    Postretirement Benefits Other Than
                    Pensions;
 
 c.
                Measure
                    defined benefit plan assets and obligations as of the date of
                    the
                    employer’s fiscal year-end statement of financial position (with limited
                    exceptions); and
 d.
                  Disclose
                      in the notes to financial statements additional information
                      about certain
                      effects on net periodic benefit cost for the next fiscal year
                      that arise
                      from delayed recognition of the gains or losses, prior service
                      costs or
                      credits, and transition assets or
                      obligations.
 An
          employer with publicly traded equity securities is required to initially
          recognize the funded status of a defined benefit postretirement plan and
          to
          provide the required disclosures as of the end of the fiscal year ending
          after
          December 15, 2006.  This statement is not expected to have a
          significant effect on the Company’s financial statements.
 
 F-24
 SUN
            ENERGY SOLAR, INC.
 (A
            DEVELOPMENT STAGE COMPANY)
 NOTES
            TO
            FINANCIAL STATEMENTS
 NOTE
          N -
          RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
 
 In
          September 2006, the FASB issued SFAS No. 157, “Fair Value
          Measurements”.  This standard establishes a standard definition for
          fair value, establishes a framework under generally accepted accounting
          principles for measuring fair value and expands disclosure requirements
          for fair
          value measurements.  This standard is effective for financial
          statements issued for fiscal years beginning after November 15,
          2007.  Adoption of this statement is not expected to have any material
          effect on the Company’s financial position or results of
          operations.
 
 In
          September 2006, the SEC issued Staff Accounting Bulletin No. 108 (SAB 108),
          “Considering the Effects of Prior Year Misstatements when Quantifying
          Misstatements in Current Year Financial Statements”.  SAB 108 provides
          guidance on the consideration of the effects of prior year unadjusted errors
          in
          quantifying current year misstatements for the purpose of a
          materiality
 assessment.  Adoption
          of this statement is not expected to have any material effect on the Company’s
          financial position or results of operations.
 
 In
          June
          2006, the FASB issued Interpretation No. 48 (“FIN 48”), “Accounting for
          Uncertainty in Income Taxes”, an interpretation of SFAS No. 109. FIN 48
          prescribes a comprehensive model for how companies should recognize, measure,
          present and disclose uncertain tax positions taken or expected to be taken
          on a
          tax return. Under FIN 48, the Company shall initially recognize tax positions
          in
          the financial statements when it is more likely than not the position will
          be
          sustained upon examination by the tax authorities. The Company shall initially
          and subsequently measure such tax positions as the largest amount of tax
          benefit
          that is greater than 50% likely of being realized upon ultimate settlement
          with
          the tax authority assuming full knowledge of the position and all relevant
          facts. FIN 48 also revises disclosure requirements to include an annual
          tabular
          roll-forward of unrecognized tax benefits. The Company has adopted this
          interpretation as required in 2007.  Adoption of this statement has
          not had any material effect on the Company’s financial position or results of
          operations.
 
 NOTE
          O –
COMMON STOCK REDEMPTION
 
 On
          October 31, 2007, the Company redeemed and retired 33,098,075 of outstanding
          shares of common stock for $3,309,808. The purchase price was $.10 per
          share.
          $165,000 has been paid to the shareholders as of October 31, 2007. The
          balance
          remaining has been included in common stock redemption payable.
 
 Subsequent
          to October 31, 2007 the Company paid $17,500 to redeem and return 175,000
          shares
          of common stock.  An additional 4,425,000 shares of common stock were
          also redeemed and returned.  The Company intends to satisfy the
          obligation for these shares and the common stock redemption payable at
          October
          31, 2007 by issuing stock in a new company to be created as part of a reverse
          merger currently contemplated by the Company.
 
 NOTE
          P –
SUBSEQUENT EVENT
 
 On
          November 27, 2007, Acadia Resources, Inc. (“Acadia”), Sunovia Solar, Inc., a
          wholly-owned subsidiary of Acadia (“Sunovia Solar”), and the Company, entered
          into an Agreement and Plan of Merger (the “Merger Agreement”), which closed on
          November 28, 2007. Pursuant to the terms of the Merger Agreement, Sunovia
          Solar
          merged with and into the Company, which became a wholly-owned subsidiary
          of
          Acadia (the “Merger”).
 
 F-25
  SUN
            ENERGY SOLAR, INC.
 (A
            DEVELOPMENT STAGE COMPANY)
 NOTES
            TO
            FINANCIAL STATEMENTS
 NOTE
          P –
SUBSEQUENT EVENT (CONTINUED)
 
 In
          consideration for the merger, Acadia issued an aggregate of 58,485,098
          shares of
          common stock to the shareholders of the Company at the closing of the
          merger.  On December 17, 2007, Acadia changed its name to Sunovia
          Energy Technologies, Inc.
 
 On
          November 26, 2007, the record holder of 61.24% of the issued and outstanding
          common stock of Acadia, entered into a certain Stock Purchase Agreement
          (the
“Stock Purchase Agreement”) with the Company’s Chief Executive Officer (CEO),
          pursuant to which the record holder agreed to sell to the CEO 4,500,000
          shares
          (the “Shares”) of Acadia’s common stock for a purchase price in the aggregate
          amount of $650,000.  The sale represents a change in control in Acadia
          and the shares acquired represent 61.24% of the issued and outstanding
          capital
          stock of Acadia calculated on a fully-diluted basis prior to the
          merger.
 
 The
          unaudited pro forma financial Information reflects financial information,
          which
          gives effect to the execution of the Agreement and Plan of Merger between
          Sunovia Solar, Inc., ("Sunovia Solar") (a Delaware corporation), a wholly
          owned
          subsidiary of Acadia Resources, Inc., ("Acadia") (a Delaware corporation),
          and
          the Company. On November 30, 2007, the holders of the Company’s issued and
          outstanding capital stock surrendered all of their issued and outstanding
          capital stock to Sunovia Solar in exchange for 58,485,098 shares of Acadia’s
          common stock.  The Pro Forma Statement included herein reflects the
          above transaction, which has been accounted for as a reverse merger
          (recapitalization) with the Company being deemed the accounting acquirer
          and
          Acadia being deemed the legal acquirer.  Such financial information
          has been prepared from, and should be read in conjunction with, the unaudited
          October 31, 2007 financial statements of the Company included herein, as
          well as
          in conjunction with Acadia's audited financial statements filed in its
          Form
          10-KSB filing.
 
 The
          accompanying unaudited pro forma consolidated financial statement is presented
          to illustrate the effects of the merger and reorganization on the historical
          financial position and operating  results  of the
          Company  and  Acadia. The unaudited pro forma consolidated
          balance sheet as of October 31, 2007 combines the respective balance sheets,
          as
          adjusted, at that date.
 
 The
          unaudited consolidated pro forma information is presented for illustrative
          purposes only and is not necessarily indicative of the operating results
          or
          financial position that would have occurred if the merger and reorganization
          had
          been consummated on the indicated dates, nor is it necessarily indicative
          of
          future operating results. The pro forma adjustments are based on information
          available at the time of this filing.
 
 F-26
 SUN
            ENERGY SOLAR, INC.
 (A
            DEVELOPMENT STAGE COMPANY)
 NOTES
            TO
            FINANCIAL STATEMENTS
 NOTE
          P –
SUBSEQUENT EVENT (CONTINUED)
  (a)
                
                
                (b)Acadia
                
                
                Sun
                    EnergyResources,
                    Inc.
                
                
                Solar,
                    Inc.Total
                    Assets
                
                $
                14
                
                
                $
                2,112,645Total
                    Liabilities
                
                $
                15,102
                
                
                $
                4,302,636Total
                    Equity
                
                $
                (15,088
                )
                
                $
                (2,189,991
                )Total
                    Liabilities and Equity
                
                $
                14
                
                
                $
                2,112,645Net
                    Sales
                
                $
                -
                
                
                $
                -Net
                    Loss
                
                $
                -
                
                
                $
                2,379,377
 
 (a)
                    Based on Acadia Resources, Inc.'s audited financial statements
                    as of
                    August 31, 2007(b)
                    Based on Sun Energy Solar, Inc.'s October 31, 2007 unaudited
                    financial
                    statements














F-27


ITEM
      2. MANAGEMENT’S DISCUSSION
      AND ANALYSIS OR PLAN OF OPERATION





FORWARD
      LOOKING
      STATEMENTS





Management’s
      Discussion and Analysis contains “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, as well as historical information. Although we believe
      that the expectations reflected in these forward-looking statements are
      reasonable, we can give no assurance that the expectations reflected in these
      forward-looking statements will prove to be correct. Forward-looking statements
      include those that use forward-looking terminology, such as the words
“anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “project,”
“plan,” “will,” “shall,” “should,” and similar expressions, including when used
      in the negative. Although we believe that the expectations reflected in these
      forward-looking statements are reasonable and achievable, these statements
      involve risks and uncertainties and no assurance can be given that actual
      results will be consistent with these forward-looking statements. Current
      shareholders and prospective investors are cautioned that any forward-looking
      statements are not guarantees of future performance. Such forward-looking
      statements by their nature involve substantial risks and uncertainties, certain
      of which are beyond our control, and actual results for future periods could
      differ materially from those discussed in this report, depending on a variety
      of
      important factors, among which are our ability to implement our business
      strategy, our ability to compete with major established companies, the
      acceptance of our products in our target markets, the outcome of litigation,
      our
      ability to attract and retain qualified personnel, our ability to obtain
      financing, our ability to continue as a going concern, and other risks described
      from time to time in our filings with the Securities and Exchange Commission.
      Forward-looking statements contained in this report speak only as of the date
      of
      this report. Future events and actual results could differ materially from
      the
      forward-looking statements. You should read this report completely and with
      the
      understanding that actual future results may be materially different from what
      management expects. We will not update forward-looking statements even though
      its situation may change in the future.

















4





ITEM
      2. MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (Cont’d)





INTRODUCTION




The
      following discussion and analysis summarizes the significant factors affecting:
      (i) our  results of operations for the three months ended October 31,
      2007; and (ii) financial liquidity and capital resources.  This discussion
      and analysis should be read in conjunction with our  financial
      statements and notes included in this Form 10-QSB.





On
      November 27, 2007, Acadia Resources,
      Inc., now known as Sunovia Energy Technologies, Inc. (the “Company”), Sunovia
      Solar, Inc., a wholly-owned subsidiary of the Company (“Sunovia Solar”), Sun
      Energy Solar, Inc. (“Sun Energy”), and Carl L. Smith, III, Richard Craig Hall
      and Rick St. George, (collectively the “Sun Energy Majority Shareholders”),
      entered into an Agreement and Plan of Merger (the “Merger Agreement”), which
      closed on November 28, 2007.  Pursuant to the terms of the Merger
      Agreement, Sun Energy merged with and into Sunovia Solar, which became a
      wholly-owned subsidiary of the Company (the “Merger”).  In
      consideration for the merger, the Company issued an aggregate of 263,182,941
      shares of common stock to the Sun Energy Majority Shareholders and the other
      shareholders of Sun Energy at the closing of the merger.  As a result
      of the Merger, we ceased being a shell company as that term is defined in Rule
      12b-2 and, through our newly-acquired subsidiary Sunovia Solar, entered into
      the
      business of engineering, developing, marketing and distributing solar powered
      substrate technology. The information presented hereon is entirely from
      Sun Energy Solar, Inc., which is the accounting successor in the
      merger.





Sun
      Energy was incorporated on November 9, 2005 under the laws of the State of
      Delaware for the purpose of commercializing solar products. Sun Energy was
      originally named Sologic, Inc. On April 25, 2006, the name was changed to Sun
      Energy Solar, Inc. On December 21, 2005, Sun Energy acquired the patent nights
      (patent applied for) to No. 60/6 17,263 Titled Substrate “with Light
      Display”  applied for on September 2, 2005 (provisional was applied in
      September 2004), from Sparx, Inc., a Florida corporation,  100% owned
      by Carl L. Smith III, its Chief Executive Officer.





MANAGEMENT’S
      DISCUSSION AND
      ANALYSIS





As
      a
      result of the Merger, the Company ceased to be a shell company and became a
      holding company for Sunovia.    Pursuant to the terms of the
      Merger Agreement, Sun Energy merged with and into Sunovia Solar, which became
      a
      wholly-owned subsidiary of the Company (the “Merger”). Because Sun Energy’s
      operations are the only significant operations of the Company, this discussion
      and analysis focuses on the business results of Sun Energy.





The
      following discussion highlights the principal factors that have affected our
      financial condition and results of operations as well as our liquidity and
      capital resources for the periods described. This discussion contains
      forward-looking statements. Please see "Forward-Looking Statements" and "Risk
      Factors" for a discussion of the uncertainties, risks and assumptions associated
      with these forward-looking statements.




Overview




Our
      core
      business implements and integrates the strategic marketing, conceptual
      architecture, patenting, engineering, design, manufacturing, and supply chain
      logistics of energy-efficient proprietary products that leverage the convergence
      of emerging technologies in the area of solar, micro-battery, chip-scale
      electronics, micro electro-mechanical systems, light emitting diodes (“LED”),
      printable electronic inks, global positioning systems (“GPS”), and wireless
      communication technologies An example of our of product development is Solar
      Stickers, a solar adhesive technology that integrates flex circuitry,
      photovoltaics, microbatteries, light emitting diodes (LEDs), and radio frequency
      identification to form a patents pending printable solar lighted substrate
      that
      is illuminated from within.





As
      a
      Development Stage Company, we have had a limited operating history that can
      serve as the basis to evaluate our business. There are many factors, including
      those discussed under the “Risk Factors” section of this prospectus that could
      have a material adverse effect on our business and operating results. You should
      read the following information in conjunction with our financial statements
      and
      related notes contained elsewhere in this prospectus. You should consider the
      risks and difficulties frequently encountered by early-stage companies, in
      new
      and rapidly evolving markets, such as the solar market. Our limited operating
      history provides only a limited historical basis to assess the impact that
      critical accounting policies may have on our business and our financial
      performance.




For
      the
      fiscal period from inception (November 9, 2005) to October 31, 2007, the Company
      had a net loss of $8,335,370.




To
      date,
      our company has evolved into two divisions: Solar Products and Solid State
      Lighting. During the development of the engineering plan for our core business,
      we became aware of the market potential for low energy lighting such as
      LED-based lighting (we use the term Solid State lighting because one advantage
      of this type of lighting is its ability to turn on instantaneously as opposed
      to
      compact fluorescent lights that need time to warm up, particularly as they
      age).
      Evidence of market demand, for example, was found in legislation proposed to
      the
      congress mandating that the U.S. Government transition from incandescent lights
      to low energy lighting. The principle type of low energy lighting currently
      in
      the market place is compact fluorescents (CFLs). Solid State Lighting is a
      newer
      technology than CFL technology and lasts significantly longer, does not contain
      mercury, uses somewhat less energy and is showing continued improvement each
      year in performance. Realizing that we had existing expertise in this area
      we
      began testing to see if we could develop a light that overcomes the heat
      problem, which was one of the hurdles that have prevented this type of lighting
      from a successful deployment in the marketplace. Our engineers did successfully
      build prototypes that significantly reduce the heat generated by the LEDs and
      we
      have begun to approach potential customers from leads from our sales and
      marketing consultants to determine potential interest in our
      products.




5




Solar
      Division




Our
      product development plan is being conducted in phases, which are as
      follows:




Core
      Technology




Solar
      Cell Improvement and Research




Manufacturing
      Implementation




Battery
      Development




Integration
      into Fabric




Legal
      (patent, safety testing)




Work
      on
      phases is concurrent in part, and some product is planned to be introduced
      to
      the market before completion of the various phases of product
      development.




By
      core
      technology, we mean a menu of product features such as substrates of various
      thickness and power, developing a method of connecting several substrates
      together in an integrated fashion, adding sensors to the core product, adding
      Radio Frequency (“RF”), “E-Ink” Display Technology, a digital low-power sign,
      Radio Frequency Identification (“RFID”), Bluetooth and long range communication
      technologies to the core product, encapsulation, adding sensors and applying
      adhesion technology to the core product. Concurrently with the core product
      development phase, we are exploring ways to improve solar cells, particularly
      thin film, integration of the core product into fabric, designing a
      manufacturing plan, and ultimately designing specialized batteries that best
      meet our needs in the event the marketplace does not offer something that meets
      specifications of products that we intend to offer.




In
      the
      1st calendar quarter of 2008, we plan to release the first product in the
      SolartizementsTM
      family for sale
      commercially. The window display product is 15” x 4” and uses energy efficient
      Light Emitting Diodes (LEDs) for the light animation around the graphics. There
      are two solar cells located on either side of the product to gather solar
      energy. A wall-plug is also included for powering the product when solar energy
      is not available. A battery is included with the product to store solar energy
      as it is available so that it will not be wasted. The product is designed so
      that it can accept a standard peel and stick 3” x 10” graphic advertisement or
“bumper sticker”. For higher volume customers, the graphic advertisement can be
      printed directly onto the product as part of the manufacturing process. The
      initial SolartizementsTM
      display product
      is attached to a window using suction cups to hold it in place, or peel and
      stick hooks if it is being attached to a standard wall. To date, we do not
      have
      written purchase orders for this product as it has not been officially released
      and pricing for this product was not finalized until the 4th
      calendar quarter
      of 2007. We believe we will be ready to market this product commercially and
      generate revenue in the 2ndcalendar
      quarter
      of 2008.




Our
      research and development efforts are currently focused on Optical- Increase
      the
      amount of light captured by a particular solar cell or module (note that Optics
      can increase efficiency of solar cells regardless of material enhancement of
      existing technologies using nanotechnology).




Solid
      State Lighting Division     Our initial plan of
      operation for the Solid State Lighting Division is to obtain orders from
      customers on a custom build basis. Our engineers will then modify our existing
      core designs to the different specifications of the Customers. Based on order
      flow and information we obtain from the marketplace regarding overall customer
      demand, we believe there will be several common lights we can carry in stock,
      and we plan to consider carrying inventory and supplying customers from
      inventory as well.




In
      the
      1st calendar quarter of 2008, we plan to release the first product in our Solid
      State Lighting family for sale commercially and expect to generate revenues
      within a few weeks after that date. The product is a 6” x 6” general purpose
      lighting fixture that includes everything needed to replace an existing light
      fixture. We believe that another product opportunity exists by developing a
      bulb
      fixture replacement that would still allow the original glass or plastic light
      housing to remain. In this situation, the physical light housing would remain
      so
      there would be no change in appearance to the user, but the incandescent bulb
      fixture would be replaced by our LED technology. We believe that we will have
      prototypes for this product in the 1st calendar quarter of 2008 and will be
      ready to market this product commercially and generate revenue in the 2ndcalendar
      quarter
      of 2008.




Plan
      of
      Operation




We
      presently have 9 employees and 17 consultants. We intend to hire up to 12
      additional employees during the next twelve months, particularly in the area
      of
      sales. We believe that the additional sales and marketing people will be
      necessary to communicate with potential customers of our solid state lighting
      and provide the necessary support in terms of customer service, credit and
      billing and accounting. While we will have other roles such as fulfillment,
      manufacturing and shipping, we plan to outsource these functions. None of our
      employees are covered by a collective bargaining agreement. We consider our
      relations with our employees to be good.




Our
      plan
      of operation for the next twelve months is:




1.
            The
                costs associated with the development of our solar substrate products
                during the next twelve months are estimated to
                be:




Core
                Technology
            
            $
            1,000,000Solar
                Cell Improvement and Research
            
            $
            1,200,000Manufacturing
                Implementation
            
            $
            150,000Legal
                (patent, safety testing)
            
            $
            100,000




2.
            Assuming
                we receive continued favorable results from our basic core technology
                work, we will commence introducing product into the marketplace.
                We
                anticipate spending $100,000 in engineering costs towards this and
                to fund
                initial product orders from deposits from customers and cash on hand,
                and
                we may finance additional costs from the sale of our common stock
                and
                debt, although as of the filing date of this 8-k filing we do not
                have any
                specific financing arranged.




6




3.
            In
                addition to these costs, we anticipate spending $600,000 on administrative
                costs, including the costs associate with this 8-k filing and complying
                with reporting obligations. We plan to pay these expenses from our
                current
                cash on hand.




4.
            In
                summary, we anticipate the following expenses over the next twelve
                months:
                (a) $25,000 to develop our Internet websites; (b) up to
                $1,000,000 in sales and marketing to promote our brand name;
                (c) $1,200,000 for our research and development program;
                (d) $40,000 to secure the distribution of our products into an
                established retail outlet within the United States, including an
                integrated inventory management/manufacturing/sales computer system;
                (e) $100,000 for an investor relations program; and (f) up to
                approximately $5.5 million for general working capital, including
                product
                development, inventory, and general and administrative
                expenses.




5.
            We
                plan to finance our operations for the next twelve months with the
                proceeds from the offerings we have completed, sales of solid state
                lights
                and through raising capital, although the terms of which and likelihood
                we
                cannot state for certain at this
                time.




Cash
      Flows and Working
      Capital


To
      date,
      we have financed our operations primarily through equity contributions by our
      shareholders. As of October 31, 2007, we had $1,725,433 in cash and cash
      equivalents. Our current liabilities as of October 31, 2007 were
      $4,302,636.





Operating
      Activities


Net
      cash
      used in operating activities for the three month period ended October 31, 2007
      amounted to $1,516,354 as compared to $371,975 for the three month
      period  ending October 31, 2006. Net cash used by operating activities
      was mainly a result of a net loss of $2,379,377 and $1,048,081, for the same
      periods respectively which included non-cash share-based compensation of
      $907,850 and $626,640 for the same periods, respectively.





Investing
      Activities


Net
      cash
      used in investing for the three month period ending October  31, 2007
      was $194,020 as compared to $18,781 for the three month period ending October
      31, 2006, due primarily to our purchase of computer equipment for office and
      product development purposes.





Financing
      Activities


Our
      net
      cash used in financing activities for the three month period ending October
      31,
      2007 was $165,000 as compared to $788,541 for the quarter ending October 31,
      2006. In 2006, we were in the process of completing a private placement where
      as
      in 2007 we did not raise any capital.





Cash
      Requirements


As
      of
      November 26, 2007, we have $1,571,389 in cash. However, as discussed in the
      chart and footnotes provided in the results of Operations section below, we
      presently anticipate spending approximately $5,750,000 over the next twelve
      months on operations, $2,000,000 on research and development and $250,000 on
      capital equipment. Of that amount, $2.75 million is forecasted to be spent
      on
      the Solid State lighting division, the majority of which we expected to be
      funded in part by future sales with all remaining amounts from capital that
      we
      plan to raise. Management believes that any revenue growth that may occur will
      require additional working capital as it will probably need to provide credit
      terms to customers due to the price increase our product has in comparison
      to
      incandescent  and compact fluorescent lights our potential customers
      may be currently using. If the sales do not materialize, we would have to
      curtail  what we spend on this program unless we were to raise
      additional capital. Furthermore, management believes there are a number of
      opportunities available in the fields of solar, ultra-low power, and solid
      state
      lighting, and other areas. To take advantage of these opportunities the Company
      will need to raise capital and/or incur debt. There is no assurance that such
      capital can be raised or if  such capital can be raised on terms that
      are not highly dilutive to our current shareholders. If we are not successful
      in
      raising capital we will have to limit our plans accordingly, and we may not
      be
      able to take full advantage of opportunities we believe exist.





Going
      Concern


With
      our
      present cash and cash equivalents management expects to be able to continue
      some
      of our operations for at least the next twelve months. However, we have suffered
      losses from operations. The continuation of our company is dependent upon our
      company attaining and maintaining profitable operations and raising additional
      capital as needed. In this regard we have raised additional capital through
      the
      equity offerings noted above. We may, however, require additional cash due
      to
      changing business conditions or other future developments, including any
      investments or acquisitions we may decide to pursue. If our existing cash is
      insufficient to meet our requirements, we may seek to sell additional equity
      securities, debt securities or borrow from lending institutions. We cannot
      assure you that financing will be available in the amounts we need or on terms
      acceptable to us, if at all. The issuance of additional equity securities,
      including convertible debt securities, by us could result in a significant
      dilution in the equity interests of our current stockholders. The incurrence
      of
      debt would divert cash for working capital and capital expenditures to service
      debt obligations and could result in operating and financial covenants that
      restrict our operations and our ability to pay dividends to our shareholders.
      If
      we are unable to obtain additional equity or debt financing as required, our
      business operations and prospects may suffer. In such event, we will be forced
      to scale down or perhaps even cease our operations.





Results
      of
      Operations





Quarter
      ended October 31, 2007
      compared to Quarter ending October 31, 2006, along with inception to date
      information from the period from November 9, 2005 to October 31, 2007 and
      Expected amounts for the next twelve months




7




The
      following schedule contains data that we believe explains our underlying
      activitiesduring
      the quarters ending October 31, 2007 and 2006.







For
                          theThree Months
                        Ended
                          October 31,
              
              
              Increase
                (Decrease)
              
              
              For
                  the Period
                  From
                      Inception
                      to
                          October 31,
              
              
              
              Expected
                  for
                  the
                  next
                      Twelve
                      Months2007
              
              
              2006
              
              
              %
              
              
              2007Revenues
              
              $
              -
              
              
              $
              -
              
              
              
              n/a
              
              
              $
              -Selling,
                  general and administrative
              
              
              812,318
              
              
              
              967,969
              
              
              
              -16
              %
              
              
              6,569,232
              
              up
                  to*
              
              
              5,233,000Product
                  Development - Solar (11)
              
              
              116,025
              
              
              
              108,799
              
              
              
              7
              %
              
              
              320,780
              
              
              
              
              650,000Product
                  Development - Lighting (11)
              
              
              147,724
              
              
              
              -
              
              
              
              n/a
              
              
              
              192,495
              
              
              
              
              300,000Legal
                  (1)
              
              
              64,034
              
              
              
              7,431
              
              
              
              762
              %
              
              
              125,163
              
              
              
              
              100,000Salaries
                  (including benefits & taxes) (2)
              
              
              203,703
              
              
              
              215,384
              
              
              
              -5
              %
              
              
              1,097,743
              
              
              
              
              1,550,000Consulting
                  (3)
              
              
              99,833
              
              
              
              32,000
              
              
              
              212
              %
              
              
              321,099
              
              
              
              
              478,000Noncash
                  Salaries and Consulting (4)
              
              
              293,000
              
              
              
              627,803
              
              
              
              -53
              %
              
              
              4,272,071
              
              
              
              
              16,840,000
              
              SharesSales
                  & Marketing (11)
              
              
              1,000
              
              
              
              -
              
              
              
              n/a
              
              
              
              2,500
              
              up
                  to*
              
              
              1,000,000
              
              (15%
                  of sales)Public
                  Entity Cost (5)
              
              
              22,058
              
              
              
              37,467
              
              
              
              -41
              %
              
              
              120,456
              
              
              
              
              150,000Internet
                  Website (6)
              
              
              10,531
              
              
              
              -
              
              
              
              n/a
              
              
              
              18,848
              
              
              
              
              25,000Investor
                  Relations (7)
              
              
              -
              
              
              
              -
              
              
              
              n/a
              
              
              
              -
              
              
              
              
              100,000Facilities
                  Cost (8)
              
              
              30,819
              
              
              
              24,835
              
              
              
              24
              %
              
              
              210,259
              
              
              
              
              180,000Other
                  Operating expenses (9)
              
              
              87,340
              
              
              
              23,049
              
              
              
              279
              %
              
              
              401,093
              
              
              
              
              700,000Research
                  (10)
              
              
              1,599,403
              
              
              
              127,689
              
              
              
              1153
              %
              
              
              2,031,485
              
              
              
              
              1,200,000Headcount:Employees
              
              
              10
              
              
              
              8
              
              
              
              25
              %
              
              
              11
              
              
              
              
              21Consultant
              
              
              17
              
              
              
              11
              
              
              
              55
              %
              
              
              20
              
              
              
              
              19Cash
                  flows used in Operations
              
              $
              1,516,354
              
              
              $
              371,975
              
              
              
              308
              %
              
              $
              3,218,970Capital
                  Expenditures
              
              $
              50,942
              
              
              $
              18,781
              
              
              
              171
              %
              
              $
              244,962
              
              
              
              
              250,000Equity
                  Raised
              
              $
              -
              
              
              $
              33,800
              
              
              
              
              
              
              $
              5,354,365Cash
                  at end of period
              
              $
              1,725,433
              
              
              $
              4,004,024
              
              
              
              
              
              
              $
              1,725,433




Revenues


We
      currently do not have revenues. We expect to sell to customers of all types
      based on market response. Management anticipates our customers will originally
      be comprised of state and local governments, agencies of The US Federal
      Government, and commercial facilities committed to “going green”.





Expenses


General
      and Administrative
      Expenses





During
      the quarter ended October 31, 2007, our selling, general and administrative
      (“SG&A”) expenses decreased approximately $155,651 from approximately
      $967,969 for the period from inception (November 9, 2005) to July 31, 2006.
      This
      decrease was primarily the result of lower personnel and personnel-related
      expenses, associated with the large number of upfront payments made during
      the
      quarter ended October 31, 2006 from the hiring of management and administrative
      that was necessary to initiate the company’s product development and operations.
      The decrease in this category was partially offset by increases in direct costs
      for product


Development,
      legal costs, and other items as discussed below:





(1)
            Legal
                - The Company expenses for the three months ended October 31, 2007,
                which
                represents the bulk of what we have expended since inception, represented
                expenses from a number of filings that were the result of our research
                activities over a several month period. We expect this amount to
                increase
                as a result of engineering and research
                effort.




(2)
            Salaries
                and Benefits - We have employment contracts in place for approximately
                $590,000 per year (plus benefits and taxes), most of which were put
                into
                place in June and July, 2006. See “Employment
                Agreements”.




(3)
            Consulting
                - We have a fixed commitment of $378,000 per year as of July 10,
                2007,
                however, many of these contracts are short in duration and vary from
                project to project, but are increasing as the Company expands into
                solid
                state lighting.




(4)
            Noncash
                Salaries and Consulting - In addition to the upfront payments that
                were
                recognized over the three-month period from July 2006 to October
                2006
                (based on the signing date of the related contact - See “Employment
                Agreements”), we presently have a commitment of 851,250 shares per
                quarter, although the issuances are subject to service dates that
                are not
                necessarily quarterly.


8


(5)
              Public
                  Entity Costs consist of payments to Attorneys for work on 8-k filings
                  ($50,000 total commitment plus extras) and private placements,
                  auditors
                  for annual audits ($25,000 per year) and quarterly reviews ($5,000
                  per
                  quarter), transfer agent fees, and all expenses incurred of this
                  a similar
                  nature. We anticipate those costs to rise in the coming 12 months
                  both due
                  to an expected increase in the size and complexity of the Company
                  and a
                  need to pursue additional capital.
  (6)
              Internet
                  Website costs have been approximately $10,000 for the quarter ended
                  October 31, 2006 as we have not had product in the market place.
                  We
                  anticipate this to change as we begin to sell product. (See “Products of
                  the Company” for a description of the status of our
                  products.)


(7)
            Investor
                Relations - costs to date in this category are considered nominal,
                however, we do expect to expend $100,000 in the next twelve months
                for
                reputation building through local media (and national if possible),
                local
                sponsorships, professional organizations, an open house and product
                demonstrations, consulting/advice, shareholder communications and
                similar
                activities.




(8)
            Facilities
                Costs - In addition to rent (See “Description of Property” and “Certain
                Relationships and Related Transactions”), we include all communications
                costs, computer costs, insurance, utilities and other costs related
                to our
                physical facilities in this category, which we believe will rise
                as we
                increase the size of our Company.




(9)
            Other
                Operating Expenses consist of travel, miscellaneous costs, bank charges,
                and other similar costs, which we believe will rise as we add additional
                personnel, particularly sales persons who may incur more travel than
                the
                current employees and consultants who tend to be
                engineering-oriented.






We
      anticipate that during the next twelve months our general and administrative
      expenses will be approximately $5,233,000


(see
      detail in the chart below), although some expenses may not be incurred if we
      are
      not successful in selling our products.




Research
      and Development
      Expenses


Research
      and development expenses in the past primarily consist of labor costs, material
      costs and facilities. We had maintained an in-house research depart that
      principally has surveyed the current research field for designing an overall
      program and made optical improvements for the lens of our Solid State Lighting
      and Solar programs. However, during the Quarter ending October 31, 2007, the
      Company entered into a research contract with EPIR Technologies, Inc. which
      most
      of research will be predominately outsourced for the next couple of years.
      We
      expense our research and development costs as incurred. Research and Development
      expenses were $1,599,403 (which included $600,000 of share-based compensation,)
      for the three month period ending October 31, 2007 and 2006 (see “Overview” for
      a more complete description of the Company’s plans in this area). Research and
      Development was $127,689 for the quarter ended October 31, 2007 (which
      predominately consisted of $20,000 of share-based compensation, salaries of
      $68,205, and consultant costs of $30,000).




We
      utilize certain accounting policies
      and procedures to manage changes that occur in our business environment that
      may
      affect accounting estimates made in preparation of our financial statements.
      These estimates relate primarily to our allowance for doubtful accounts
      receivable and the recognition and measurement of potential impairment on
      long-lived and intangible assets. Our strategy for managing doubtful accounts
      includes stringent, centralized credit policies and collection procedures for
      all customer accounts. We utilize a credit risk rating system in order to
      measure the quality of individual credit transactions. We strive to identify
      potential problem receivables early, take appropriate collection actions, and
      maintain adequate reserve levels. Management reviews its long-lived and
      intangible assets for impairment whenever changes in circumstances or other
      events indicate potential impairment. Management has determined that the
      allowance for doubtful accounts and impairment losses are adequate at October
      31, 2007.




Off-Balance
      Sheet
      Arrangements





We
      do not
      currently have any off-balance sheet arrangements that have or are reasonably
      likely to have a current or future effect on our financial condition, changes
      in
      financial condition, revenues or expenses, results of operations, liquidity,
      capital expenditures or capital resources that are material to our
      stockholders.


ITEM
      3. CONTROLS
      AND
      PROCEDURES





As
      of the
      end of the period covered by this report, our Chief Executive Officer and our
      Chief Financial Officer (the “Officers”) conducted an evaluation of the
      effectiveness of our disclosure controls and procedures (as defined in Rule
      13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended
      (the "Exchange Act")). Based upon this evaluation, the Officers concluded that
      our disclosure controls and procedures are effective to ensure that information
      required to be disclosed by us in the reports that we file or submit under
      the
      Exchange Act are recorded, processed, summarized and reported, within the time
      periods specified in the Securities and Exchange Commission's rules and forms
      and our disclosure controls and procedures are also effective for the purpose
      of
      ensuring that material information required to be in this report is made known
      to management and others, as appropriate, to allow timely decisions regarding
      required disclosures.





In
      addition, no change in our internal control over financial reporting occurred
      during the fiscal quarter ended October 31, 2007 that has materially affected,
      or is reasonably likely to materially affect, our internal control over
      financial reporting.




9




PART
      II: OTHER
      INFORMATION




ITEM
      1. LEGAL
      PROCEEDINGS





None.





ITEM
      2 - UNREGISTERED SALES
      OF EQUITY SECURITIES AND USE OF PROCEEDS




On
      November 27,2007, we issued an aggregate of 263,182,941shares to
      the former shareholders of Sun Energy Solar, Inc., pursuant to a merger
      agreement between the Company and Sun Energy Solar, Inc. as more fully described
      in Item 2, Introduction.





On
      December 17, 2007, we issued a 4.5
      for 1 stock dividend to all shareholders of the
      Company.





All
      of
      the above offerings and sales were deemed to be exempt under rule 506 of
      Regulation D and Section 4(2) of the Securities Act of 1933, as amended. No
      advertising or general solicitation was employed in offering the securities.
      The
      offerings and sales were made to a limited number of persons, all of whom were
      accredited investors, business associates of the Company or executive officers of
      the
      Company, and transfer was restricted by the Company in accordance with the
      requirements of the Securities Act of 1933. In addition to representations
      by
      the above-referenced persons, we have made independent determinations that
      all
      of the above-referenced persons were accredited or sophisticated investors,
      and
      that they were capable of analyzing the merits and risks of their investment,
      and that they understood the speculative nature of their investment.
      Furthermore, all of the above-referenced persons were provided with access
      to
      our Securities and Exchange Commission filings.





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




Exhibit
                No.
              
              Description
                of Exhibit3.4
              
              Agreement
                  and Plan of Merger between Acadia Resources, Inc.  and Sunovia
                  Solar, Inc.3.5
              
              Certificate
                  of Merger between Sun Energy Solar, Inc. and Sunovia Solar,
                  Inc.3.6
              
              Certificate
                  of Merger between Acadia Resources, Inc. And Sunovia Energy Technologies,
                  Inc.10.2
              
              Royalty
                  Agreement between Sun Energy Solar, assigned to the Registrant
                  and Sparx,
                  Inc., dated December 20, 200510.3
              
              Stock
                  Option Agreement between Sun Energy Solar, assigned to the Registrant
                  and
                  Carl Smith, dated December 20, 200510.4
              
              Change
                  of Control Severance Agreement between Sun Energy Solar, assigned
                  to the
                  Registrant and Carl Smith, dated December 21, 200510.5
              
              Modification
                  to Stock Option Agreement between Sun Energy Solar, assigned to
                  the
                  Registrant and Carl Smith relating to Charitable Pledge by Executive,
                  dated June 29, 200610.6
              
              Employment
                  Contract between Sun Energy Solar, Inc. (now known as Sunovia Solar,
                  Inc.)
                  and Bob Fugerer, dated July 10, 2006, and addendum *10.7
              
              Executive
                  Employment Contract between Sun Energy Solar, Inc. (now known as
                  Sunovia
                  Solar, Inc.) and Matthew Veal, dated May 29, 2006 and
                  addendum10.8
              
              Executive
                  Employment Agreement between Sun Energy Solar, Inc. (now known
                  as Sunovia
                  Solar, Inc.) and Carl Smith, dated June 29, 200610.9
              
              Consulting
                  Agreement between Sun Energy Solar, Inc. (to be assigned to Sunovia
                  Energy
                  Technologies, Inc.)  and Ken Juster dated July 16,
                  200710.10
              
              Consulting
                  Agreement between Sun Energy Solar, Inc. (now known as Sunovia
                  Solar,
                  Inc.) and Don Sipes dated July 18, 200710.11
              
              Agreement
                  between Sun Energy Solar, Inc. (now known as Sunovia Solar, Inc.)
                  and EPIR
                  Technologies dated November 1, 200731.1
              
              Certification
                of Chief Executive Officer and Chief Financial Officer Pursuant to
                Securities Exchange Act Rule 13a-14(a)/15d-14(a)32.1
              
              Certification
                of Chief Executive Officer and Chief Financial Officer Pursuant to
                Securities Exchange Act Rule 13a-14(b) and 18 U.S.C. Section
                1350




To be filed
      by amendment.


10







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.





SUNOVIA
      ENERGY TECHNOLOGIES, INC.




Signature
            
            Title
            
            Date/s/
                Carl L.
                Smith, III
            
            Chief
                Executive
                Officer and Chairman of Board of
            
            December
                21,
                2007Carl
                L. Smith,
                III
            
            Directors/s/ Matthew
                Veal
            
            Secretary,
                Chief
                Financial Officer, Treasurer, and
            
            December
                  21, 2007Matthew
                  Veal
            
            Principal
              Accounting
              Officer
















11